Page 11
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 January 31, 2000
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
February 18, 2000: 5,256,275
Total pages this report: 12
INDEX
PPT VISION, INC.
Part I. Financial Information Page
- ------- --------------------- ----
Item 1. Financial Statements
Balance Sheets as of January 31, 2000 and
October 31, 1999......................................... 3
Income Statements for the Three Months Ended
January 31, 2000 and January 31, 1999.................... 4
Statements of Cash Flows for the Three Months Ended
January 31, 2000 and January 31, 1999.................... 5
Notes to Interim Financial Statements--January 31, 1999.. 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...................... 7
Item 3. Quantitative and Qualitative Disclosures about
Market Risk ............................................. 9
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............................................... 11
----------
PPT VISION, INC.
BALANCE SHEETS
January 31, 2000 October 31, 1999
Note A Note A
------------ ------------
(unaudited)
ASSETS
Cash and cash equivalents............. $ 1,102,000 $ 2,135,000
Investments........................... 7,613,000 8,262,000
Accounts receivable, net.............. 4,235,000 3,325,000
Inventories:
Manufactured and purchased parts.... 2,111,000 1,649,000
Work-in-process..................... 346,000 512,000
Finished goods...................... 30,000 30,000
------------ ------------
Inventories, net...................... 2,487,000 2,191,000
Other current assets.................. 191,000 205,000
------------ ------------
Total current assets............. 15,628,000 16,118,000
Fixed assets, net..................... 2,271,000 2,400,000
Other assets, net..................... 3,331,000 3,327,000
------------ ------------
Total assets..................... $21,230,000 $21,845,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued expenses. $ 2,091,000 $ 2,674,000
Deferred revenue...................... 519,000 --
------------ ------------
Total current liabilities........ 2,610,000 2,674,000
Shareholders' equity:
Common stock.......................... 526,000 526,000
Capital in excess of par value........ 28,862,000 28,862,000
Accumulated (deficit)................. (10,682,000) (10,141,000)
Unrealized gain (loss), investments... (86,000) (76,000)
------------ ------------
Total shareholders' equity....... 18,620,000 19,171,000
------------ ------------
Total liabilities and
shareholders' equity............. $21,230,000 $21,845,000
============ ============
PPT VISION, INC.
INCOME STATEMENTS
(UNAUDITED)
Three Months Ended
January 31,
------------------------
2000 1999
----------- -----------
Net revenues................... $4,107,000 $1,735,000
Cost of sales.................. 1,777,000 862,000
----------- -----------
Gross profit................... 2,330,000 873,000
Expenses:
Selling...................... 1,089,000 965,000
General and administrative... 666,000 322,000
Research and development..... 1,255,000 955,000
----------- -----------
Total expenses............... 3,010,000 2,242,000
----------- -----------
Loss from operations........... (680,000) (1,369,000)
Interest income................ 136,000 214,000
Other income................... 3,000 8,000
----------- -----------
Loss before taxes.............. (541,000) (1,147,000)
Income tax benefit............. - 436,000
----------- -----------
Net loss....................... $ (541,000) $ (711,000)
=========== ===========
Per share data:
Common shares outstanding 5,256,000 5,415,000
Common and common
equivalent shares
outstanding.................. 5,256,000 5,415,000
Basic loss per share........... $ (0.10) $ (0.13)
=========== ===========
Diluted loss per share......... $ (0.10) $ (0.13)
=========== ===========
PPT VISION, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Three Months
Ended Ended
January 31, 2000 January 31,
1999
---------------- ---------------
- -
Net income(loss)............................... $ (541,000) $ (711,000)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization.................. 247,000 243,000
Deferred rent.................................. -- (9,000)
Deferred income tax (benefit) expense.......... -- (436,000)
Accrued interest income (loss)................. 5,000 (39,000)
Realized gain on sale of investments........... -- (7,000)
Change in assets and liabilities
Accounts receivable............................ (910,000) 611,000
Inventories.................................... (296,000) (623,000)
Other assets................................... 14,000 (14,000)
Accounts payable and accrued expenses.......... (583,000) (235,000)
Deferred revenue............................... 519,000 --
---------- ----------
Total adjustments............................. (1,004,000) (509,000)
---------- ----------
Net cash used in operating activities......... (1,545,000) (1,220,000)
Cash flows from investing activities:
Purchase of fixed assets....................... (103,000) (367,000)
Purchase of investments........................ (2,147,000) (4,279,000)
Sales and maturities of investments............ 2,781,000 5,304,000
Net investment in other long-term assets....... (19,000) (167,000)
---------- ----------
Net cash provided by investing activities..... 512,000 491,000
Cash flows from financing activities
Proceeds from issuance of common stock......... -- 5,000
Repurchases of common stock.................... -- (252,000)
---------- ----------
Net cash used in financing activities......... -- (247,000)
---------- ----------
Net decrease in cash and cash equivalents....... (1,033,000) (976,000)
Cash and cash equivalents at beginning of year.. 2,135,000 1,987,000
---------- ----------
Cash and cash equivalents at end of period...... $ 1,102,000 $ 1,011,000
========== ==========
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Income tax.................................... $ -- $ --
Interest...................................... -- --
PPT VISION, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
January 31, 2000
NOTE A - ORGANIZATION
We design, manufacture, market and integrate machine vision-based automated
inspection systems for manufacturing applications such as electronic and
mechanical assembly verification, verification of printed characters, packaging
integrity, surface flaw detection, and gauging and measurement tasks. A machine
vision system is a combination of cameras, lighting, and computer hardware and
software working together to capture and analyze images of moving parts to
determine if the parts match a defined standard. Machine vision-based
inspection systems enable manufacturers to realize significant economic paybacks
by increasing the quality of manufactured parts and improving the productivity
of manufacturing processes. The Company's vision systems are sold throughout
the Americas, Europe and Asia to a broad range of industry categories, including
automotive, electronic and semiconductor components, consumer goods, medical
devices, pharmaceuticals and plastics.
NOTE B - 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, 1999 has been derived from the Company's
audited financial statements for the fiscal year ended October 31, 1999 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, 1999.
NOTE C - RECLASSIFICATIONS
Certain reclassifications have been made to the 1999 financial statements to
conform to the January 31, 2000 presentation.
Item 2
- ------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Results of Operations
- ---------------------
Net Revenues: Net revenues increased 137% to $4,107,000 for the three-month
period ended January 31, 2000, compared to net revenues of $1,735,000 for the
same period in fiscal 1999. Unit sales of the Company's machine vision systems
increased to 190 for the first quarter of fiscal 2000 versus 64 for the same
period in fiscal 1999. The increase in the number of units sold is attributed to
strong performance both domestically and internationally in the Company's core
markets including electronics and automotive. The Company's average selling
price per machine vision system sold during the three-month period ended January
31, 2000 decreased 4% compared to the same period in fiscal 1999. This decrease
is attributable to the lower average selling price on units shipped as part of a
previously announced 2D OEM supply agreement. Gross revenues for the first
three months of fiscal 2000 increased 130% in North America and 135% outside
North America compared to the same period in fiscal 1999. Sales to customers
outside North America represented 55% of gross revenues for the first three
months of fiscal 2000, compared to 56% for the same period in fiscal 1999.
Gross Profit: Gross profit increased 167% to $2,330,000 for the three-month
period ended January 31, 2000, compared to $873,000 for the same period in
fiscal 1999. As a percentage of net revenues, the gross profit for the first
quarter of fiscal 2000 increased to 57%, compared to 50% for the same period in
fiscal 1999. This increase in gross profit in absolute dollars for the first
three months of fiscal 2000 is primarily due to the increase in net revenues.
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 2000 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 13% to $1,089,000 for the three-
month period ended January 31, 2000, compared to $965,000 for the same period in
fiscal 1999. As a percentage of net revenues, selling expenses decreased to 26%
for the first quarter of fiscal 2000, compared to 56% for the first quarter of
fiscal 1999. The decrease in expenses as a percentage of net revenues is
attributed to the increase 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 2000 as the Company makes the
necessary investments to support strategic initiatives.
General and Administrative Expenses: General and administrative expenses for
the first quarter of fiscal 2000 includes $180,000 in costs accrued in
connection with the settlement of the Company's lawsuit with Integrated
Electronic Technologies, Inc. ("IET"). Refer to Part II, Item 1 "Legal
Proceedings" of this Form 10-Q for more detailed information regarding the IET
lawsuit. Excluding the costs associated with settling the IET lawsuit, general
and administrative expenses increased 51% to $486,000 for the three-month period
ended January 31, 2000, compared to $322,000 for the same period in fiscal 1999.
As a percentage of net revenues (excluding the costs associated with settling
the IET lawsuit) general and administrative expenses decreased to 12% for the
first quarter of fiscal 2000, compared to 19% for the first quarter of fiscal
1999. The increase in expenditures in absolute dollars is primarily
attributable to increased expenses associated with operating the Company as it
prepares for continued growth.
Research and Development Expenses: Research and development expenses increased
31% to $1,255,000 for the three-month period ended January 31, 2000, compared to
$955,000 for the same period in fiscal 1999. As a percentage of net revenues,
research and development expenses decreased to 31% for the first quarter of
fiscal 2000, compared to 55% for the first quarter of fiscal 1999. The increase
in expenditures is mainly due to resource commitments required to support new
product development programs. The Company believes that during the remainder of
fiscal 2000, research and development expenses may increase slightly as the
Company commits the resources necessary to support strategic initiatives.
Interest income decreased 36% to $136,000 for the three-month period ended
January 31, 2000, compared to $214,000 for the same period in fiscal 1999. The
decrease in interest income is 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 January 31, 2000, compared to $436,000 for the
same period in fiscal 1999. For fiscal 1999, income tax expense of $1,650,000
was recorded. This income tax expense resulted from the recording of a
valuation allowance against previously recorded deferred tax assets due to the
uncertainty of future realization. A valuation allowance equal to the deferred
tax asset was recorded in the fourth quarter of fiscal 1999.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Working capital decreased to $13,018,000 at January 31, 2000 from $13,444,000
at October 31, 1999. The Company financed its operations during the first three
months of fiscal 2000 through internally generated cash flow and existing cash
and cash equivalents. Net cash used by operating activities during the first
three months of fiscal 2000 was $1,545,000. Accounts receivable increased
$910,000 primarily due to product shipments in second half of the first quarter.
Inventories increased $296,000 during the first three months of fiscal 2000.
Net cash provided by investing activities was $512,000, primarily due to sales
and maturities of investments. The Company used $103,000 of cash for the
purchase of fixed assets, mainly consisting of computer, lab equipment and
manufacturing equipment. Investments consist of short-term investment grade
securities.
At March 8, 2000, the Company had commitments for approximately $135,000 of
capital equipment. The Company believes that its cash flow from operations,
existing cash and cash equivalents, and investments at January 31, 2000 will
provide adequate liquidity to meet the Company's normal working capital and
capital resource needs for at least the next twelve months.
FORWARD LOOKING STATEMENTS
- --------------------------
This Form 10-Q contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including statements regarding the Company's expectations,
beliefs, intentions or strategies regarding the future. Forward-looking
statements include, without limitation, statements regarding the extent and
timing of future revenues and expenses and customer demand. These statements
include, but are not limited to, changes in worldwide general economic
conditions, cyclicality of capital spending by customers, PPT VISION's ability
to keep pace with technological developments and evolving industry standards,
worldwide competition, and PPT VISION's ability to protect its existing
intellectual property from challenges from third parties and other factors.
All forward-looking statements included in this document are based on
information available to the Company as of the date hereof, and the Company
assumes no obligation to update any such forward-looking statements. It is
important to note that the Company's actual results could differ materially from
those in such forward-looking statements. The forward-looking statements of the
Company are subject to risks and uncertainties. Some of the factors that could
cause future results to materially differ from the Company's recent results or
those projected in the forward-looking statements are detailed in our Annual
Report on Form 10-K for the year ended October 31, 1999, filed with the SEC.
Item 3: Quantitative and Qualitative Disclosures about Market Risk.
The Company believes it does not have material exposure to quantitative and
qualitative market risks. The carrying amounts reflected in the balance sheets
of cash and cash equivalents, investments, trade receivables and trade payables
approximate fair value at January 31, 2000 due to the short maturities of these
instruments.
Interest Rate Risk
The Company maintains investment portfolio holdings of various issuers, types
and maturities, primarily U.S. government and agency securities and other short
terms, interest-bearing investment grade securities. The Company's cash and
investments include cash equivalents, which the Company considers to be
investments purchased with original maturities of three months or less.
Investments having original maturities in excess of three months are stated at
amortized cost, which approximates fair value, and are classified as available
for-sale. Given the short maturities and investment grade quality of the
portfolio holdings at January 31, 2000, as well as the Company's policy of
holding rate sensitive instruments to maturity, a 100 basis point rise in
interest rates would not be expected to have a material adverse impact on the
fair value of the Company's investment portfolio. As a result, the Company does
not currently hedge these interest rate exposures
Foreign Currency Exchange Rate Risk.
The Company's international sales, which are primarily in Europe, South
America, Japan and Southeast Asia, are transacted in U.S. Dollars. As a
result, the Company believes it is not is not subject to adverse movements in
foreign currency exchange rates.
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 which it claims relate to certain aspects of
graphical user interfaces. 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. The lawsuit is in the discovery stage. A
trial has not yet been scheduled in this action. The Company believes that it
has meritorious defenses to the lawsuit and is defending 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 filed an answer denying all liability and has asserted
counterclaims seeking damages from IET. The parties recently agreed to settle
their disputes and dismiss the lawsuit. The settlement documents are being
finalized.
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.
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
-----------------
None.
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 January 31, 2000: .................................. 12
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None.
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: March 10, 2000
/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-31-2000
<PERIOD-END> JAN-31-2000
<CASH> 1102
<SECURITIES> 7613
<RECEIVABLES> 4318
<ALLOWANCES> (83)
<INVENTORY> 2487
<CURRENT-ASSETS> 15628
<PP&E> 6033
<DEPRECIATION> (3762)
<TOTAL-ASSETS> 21230
<CURRENT-LIABILITIES> 2610
<BONDS> 0
0
0
<COMMON> 18706
<OTHER-SE> (86)
<TOTAL-LIABILITY-AND-EQUITY> 21230
<SALES> 4107
<TOTAL-REVENUES> 4107
<CGS> 1777
<TOTAL-COSTS> 3010
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (136)
<INCOME-PRETAX> (541)
<INCOME-TAX> 0
<INCOME-CONTINUING> (541)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (541)
<EPS-BASIC> (0.10)
<EPS-DILUTED> (0.10)
</TABLE>
