UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Quarterly Period Ended March 31, 2000
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 For the transition period from
__________ to ___________
Commission File Number: 0-12254
SCIENTIFIC TECHNOLOGIES INCORPORATED
------------------------------------
(Issuer)
Oregon 77-0170363
------------------------- ------------------------------
(State of incorporation) (I.R.S. Employer Identification Number)
6550 Dumbarton Circle, Fremont, California 94555
- --------------------------------------------- ----------------
(Address of principal executive offices) (Zip Code)
(510) 608-3400
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(Issuers telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 OR 15(d) of the Securities Exchange Act during the past 12 months (or such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
----- -----
Common stock outstanding as of April 30, 2000 was 9,641,704 shares.
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
SCIENTIFIC TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands, except per share data)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
----------- -----------
<S> <C> <C>
Assets (unaudited)
Current assets:
Cash and cash equivalents $ 698 $3,362
Short-term investments 872 5,209
Accounts receivable, net 10,251 8,822
Inventories (Note 1) 8,541 8,414
Deferred income taxes 852 852
Other assets 1,079 740
----------- -----------
Total current assets 22,293 27,399
intangibles and other assets 9,172 2,271
Property and equipment, net 3,289 2,866
----------- -----------
Total assets $34,754 $32,536
=========== ===========
Liabilities and Stockholders' Equity
Current liabilities:
Trade accounts payable $2,184 $2,695
Payable to Parent 1,350 --
Accrued expenses 2,699 1,992
----------- -----------
Total current liabilities 6,233 4,687
----------- -----------
Stockholders' Equity
Common stock: shares authorized 20,000,
issued and outstanding; 9,642 10 10
Capital in excess of par value 5,509 5,509
Retained earnings 23,002 22,330
----------- -----------
Total stockholders' equity 28,521 27,849
----------- -----------
Total liabilities and stockholders' equity $34,754 $32,536
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
SCIENTIFIC TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(In thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------
2000 1999
---------- ----------
<S> <C> <C>
Sales $13,490 $11,560
Cost of goods sold 6,420 5,809
---------- ----------
Gross profit 7,070 5,751
---------- ----------
Operating expenses
Selling, general and
administrative 3,766 3,057
Research and development 1,500 1,171
---------- ----------
Total operating expenses 5,266 4,228
---------- ----------
Income from operations 1,804 1,523
Interest and other income, net 57 129
---------- ----------
Income before income taxes 1,861 1,652
Provision for income taxes 707 628
---------- ----------
Net income $1,154 $1,024
========== ==========
Net income per common share:(Note 2)
Basic $0.12 $0.11
========== ==========
Diluted $0.12 $0.11
========== ==========
Shares used to compute net income
per common share:(Note 2)
Basic 9,642 9,670
========== ==========
Diluted 9,669 9,690
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
SCIENTIFIC TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------
2000 1999
----------- -----------
<S> <C> <C>
Cash flows from operating activities
Net income $1,154 $1,024
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation and amortization 279 242
Changes in assets and liabilities:
Increase in accounts receivable (339) (1,110)
Decrease in inventories 397 652
Increase in other assets (336) --
Decrease in accounts payable (636) (370)
Increase in payable to Parent 931 268
Increase (decrease) in accrued liabilities 515 (291)
----------- -----------
Cash flows provided by operating activities 1,965 415
----------- -----------
Cash flows from investing activities
Purchase of property, plant and equipment (206) (305)
Net cash used in the acquisition of PSI-Tronix, Inc. (8,760) --
Sale (purchase) of short-term investments 4,337 845
----------- -----------
Cash flows used in investing activities (4,629) 540
----------- -----------
Cash flows from financing activities
Dividends -- --
Issuance (repurchase) of common stock -- --
----------- -----------
Cash flows used in financing activities -- --
----------- -----------
Change in cash and cash equivalents (2,664) 955
Cash and cash equivalents at beginning of period 3,362 2,577
----------- -----------
Cash and cash equivalents at end of period $ 698 $3,532
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid to the Parent for income taxes $ 707 $ 628
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
SCIENTIFIC TECHNOLOGIES INCORPORATED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements as of March 31, 2000 and for
the three months ended March 31, 2000 and 1999 are unaudited. In the
opinion of management, they reflect all adjustments (consisting only of
normal recurring adjustments) necessary for a fair statement of the
results of these periods but may not necessarily be indicative of the
results to be expected for the full fiscal year. Certain information and
footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
consolidated or omitted pursuant to the rules and regulations of the
Securities and Exchange Commission. We suggest that these consolidated
financial statements be read in conjunction with the financial
statements and notes thereto included in Scientific Technologies
Incorporated's Annual Report to Shareholders on Form 10-K for the year
ended December 31, 1999.
1. INVENTORIES
Inventories consist of the following (in thousands):
March 31, December 31,
2000 1999
------------ ------------
Raw materials 3,674 4,095
Subassemblies 1,048 948
Work in process 310 263
Finished goods $3,509 $3,108
------------ ------------
$8,541 $8,414
============ ============
2. NET INCOME PER SHARE
A reconciliation of the numerators and denominators of the basic and
diluted income per common share computations is provided below.
(In Thousands) (Per Share)
Three months ended March 31, 2000 Income Shares Amount
- --------------------------------------------------------------------------
Basic earnings per share calculation $1,154 9,642 $0.12
Effect of dilutive securities
Stock options - 27 -
----- ----- ----
Diluted earnings per share calculation $1,154 9,669 $0.12
===== ===== ====
Three months ended March 31, 1999
- ---------------------------------
Basic earnings per share calculation $1,024 9,670 $0.11
Effect of dilutive securities
Stock options - 20 -
----- ----- ----
Diluted earnings per share calculation $1,024 9,690 $0.11
===== ===== ====
3. DIVIDEND PAID
On March 6, 2000, the Company declared a cash dividend of $.05 per
share on all outstanding shares of its common stock. This dividend was
paid on April 3, 2000 to shareholders of record on March 17, 2000.
Approximately 87% of the outstanding common stock of the Company is
beneficially owned by Scientific Technology Incorporated, a California
corporation under common control with the Company. Dividends paid to
Scientific Technology Incorporated were applied to the Payable to Parent
account.
4. COMPREHENSIVE INCOME
For the three months ended March 31, 2000 and 1999, there is no
difference between net income and comprehensive income.
5. ACQUISITION OF PSI-TRONIX, INC.
(Amounts in thousands)
On March 16, 2000, the Company acquired certain of the assets of
PSI-Tronix Inc. ("PSI"). The transaction will be accounted for as a
purchase, the Company estimates the cost of the acquisition will be
$8,760 in cash, of which $6,920 is to be allocated to goodwill and will
be amortized using the straight-line method over twenty years. These
estimates have been reflected in the March 31, 2000 quarterly financial
statements. The operations and financial position of PSI were accounted
for in the consolidated financial statements of the Company beginning on
March 16, 2000. PSI designs, develops and manufactures pressure
transducers, digital pressure gauges, displacement and velocity
transducers, and pressure comparators, for use in a variety of factory,
aerospace, medical and semiconductor oil and gas markets and
applications. Additional information for this acquisition will be
included in the amended Form 8K which will be filed within 60 days of
the original 8K filing.
<PAGE>
ITEM 2 . MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
- --------------------------------------------------------------------------
RESULTS OF OPERATIONS
- ----------------------
(Amounts in thousands except percentages)
This interim report on Form 10-Q contains trend analysis and
other forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Act of
1934. Such statements include expectations, beliefs, intentions or
strategies regarding future operating results, future expenditures,
future cash requirements, and future industry conditions that involve
risks and uncertainties. The Company's actual results could differ
materially from those projected in such forward-looking statements as a
result of many factors, including, without limitation, those set forth
under this section, the section entitled "Business Factors" below and
elsewhere in this report on Form 10Q.
Results of Operations
Scientific Technologies Incorporated designs, manufactures and
distributes automation safeguarding and specialty sensor products for
the industrial control market. The Company's products include safety
light guards, profiling scanners, factory automation sensors, controls,
components, microcomputers, fiber optics, power monitoring devices,
safety mats, pressure, displacement and velocity transducers, digital
pressure gauges and comparators and other electronic equipment supplied
to industrial automation, commercial and defense customers.
Sales for the three months ended March 31, 2000 increased 17% to
$13,490 from $11,560 in the first quarter of 1999. First quarter sales
were positively impacted by the growth of the Company's automation
safety products, by the acquisition of Lundahl Instruments (LII) in
April 1999 and to a lesser extent, by the effect of increased prices in
selected products. In addition, two weeks of sales were recorded by PSI-
Tronix, which was acquired on March 16 of this year. (See Note 5 of
Notes to Consolidated Financial Statements).
Gross margin as a percentage of sales was 52% during the first
quarter of 2000 compared to 50% in the same 1999 quarter. The price
increase of selected products mentioned above and economies of scale
associated with the higher sales levels led to the increase in gross
profit as a percentage of sales.
Selling, general and administrative expenses increased 23% to $3,766
in the first quarter of 2000 from $3,057 in the first quarter of 1999.
This increase was due to increased expenses associated with the higher
levels of revenue, as well as expenses incurred by LII. Selling, general
and administrative expenses as a percentage of sales were 28% compared
to 26% for the comparable 1999 period, primarily due to higher printing,
publicity and expenses associated with the termination of an outside
sales representative.
Reflecting the Company's continuing commitment to new product
development, first quarter 2000 research and development expenses
increased 28% to $1,500 from $1,171 in the comparable period in 1999.
Research and development expenses were 11% of sales for the three months
ended March 31, 2000 compared to 10% for the comparable 1999 quarter.
The Company anticipates that it will continue to make similar
investments in research and development in subsequent quarters.
Liquidity and Capital Resources
At March 31, 2000 the Company's working capital was $16,060, a 29%
decline from the $22,712 reported at December 31, 1999. This decline was
primarily the result of the acquisition of PSI-Tronix in March of 2000,
increased Payable to Parent, accrued expenses, lower inventories and
short-term investments, which were partially offset by positive cash
flows from operations, resulting in increased accounts receivable and
lower accounts payable.
Available bank borrowings were $6,100,000 at March 31, 2000. The
Company believes that cash from operations, together with its cash
resources and available bank borrowings, will be sufficient to fund its
working capital requirements for the next twelve months.
Business Factors
Because of the variety of factors and uncertainties affecting the
Company's operating results, past financial performance and historic
trends may not be a reliable indicator of future performance. These
factors, as well as other factors affecting the Company's operating
performance, may result in significant volatility in the Company's
common stock price. Among the factors which could affect future results:
Variability of operating results
The Company has experienced fluctuations in annual and quarterly
operating results and anticipates that these fluctuations will continue.
These fluctuations are caused by a number of factors, including the
level and timing of customer orders, the mix of products sold,
fluctuations in sales of complementary third party products with which
STI products are sold, the timing of operating expenditures and general
economic conditions in the U.S. and abroad, particularly in Asia and
Europe.
Seasonality
The industrial manufacturing equipment industry can be subject to
seasonality. This is also true with respect to European markets where
business activity typically declines due to vacations taken in the
summer months.
Competition
The market for industrial sensors is highly competitive. Many of the
Company's competitors have substantially greater name recognition and
technical, marketing and financial resources than the Company.
Competitive pressures could reduce market acceptance of the Company's
products and result in price reductions and increases in expenses.
Rapid technological change and new product development
The Company's future success will depend on its ability to enhance
its current products, develop new products and respond to emerging
industry standards, all on a timely and cost-effective basis. The
introduction of new products also requires the Company to devote
substantial resources in order to manage the transition from older
products in order to minimize disruption of customer orders, avoid
excessive levels of older product inventories and ensure that adequate
supplies of new products can be delivered to meet customer demands.
Dependence on indirect distribution channel
A majority of the Company's products are sold through third party
distributors, systems integrators and original equipment manufacturers.
These resellers are not required to offer the Company's products
exclusively and there can be no assurance that any of the Company's
resellers will continue to offer the Company's products.
International sales
The Company's international sales may be disrupted by currency
fluctuations or other international events beyond the Company's control,
including political or regulatory changes and changes in general
economic conditions.
Protection and Enforcement of Intellectual Property Rights
The Company relies on a combination of patent, trademark and trade
secret laws and contractual restrictions to establish and protect
certain proprietary rights in its products and services. There can be no
assurance that the Company's patents, trademarks, or contractual
arrangements or other steps taken by the Company to protect its
intellectual property will prove sufficient to prevent misappropriation
of the Company's technology or defer independent third party development
of similar technologies. Moreover, there can be no assurance that the
technology licenses granted to the Company from its Parent will continue
to be available on satisfactory terms or at all. The loss of any of the
Company's proprietary technology could require the Company to obtain
technology of lower quality or performance standards or at greater cost,
which could materially adversely affect the Company's business, results
of operations and financial condition. Furthermore, the laws of certain
foreign countries may not protect the Company's products, services or
intellectual property rights to the same extent as do the laws of the
United States.
Risks Associated with Potential Acquisitions, Investments or Other
Ventures
The Company may acquire or make investments in complementary
businesses, technologies, services or products if appropriate
opportunities arise. From time to time, the Company has discussions and
negotiations with other companies regarding acquiring or investing in
such companies' businesses, products, services or technologies, and the
Company regularly engages in such discussions and negotiations in the
ordinary course of its business. For example, on March 16, 2000, the
Company completed the acquisition of PSI-Tronix, Inc ("PSI") by
purchasing certain of its assets. There can be no assurance that the
Company will be able to identify future suitable acquisition or
investment candidates, or if it does identify suitable candidates, that
it will be able to make such acquisitions or investments on commercially
acceptable terms or at all. If the Company acquires or invests in
another company, it could have difficulty in assimilating that company's
personnel, operations, technology and software or integrating the
acquired products, services or technologies in its operations. Further,
any such acquisition could cause the Company to assume unanticipated
liabilities of the acquired company. In addition, the key personnel of
the acquired company may decide not to work for the Company. These
difficulties could disrupt the Company's ongoing business, distract its
management and employees, increase its expenses and adversely affect its
result of operations. Furthermore, the Company may incur indebtedness or
issue equity securities to pay for any future acquisitions. The issuance
of equity securities would be dilutive to the Company's existing
shareholders.
<PAGE>
PART II - OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The following documents are filed as a part of this Report:
Exhibit 3.1 - Articles of Incorporation, as amended, are
incorporated by reference to the Registrant's
Registrant's Form 10-K for the year ended December
31, 1988, Exhibit 3.1.
Exhibit 3.3 - By-Laws are incorporated by reference to the
Registrant's Form 10-K for the year ended December
31, 1985, Exhibit 3.
Exhibit 4.1 - 1997 Employee Stock Purchase Plan is incorporated
by reference to the Registrant's Registration
Statement on Form S-8 dated October 2, 1998.
Exhibit 4.2 - 1997 Stock Plan is incorporated by reference to the
Registrant's Registration Statement on Form S-8 dated
October 2, 1998.
Exhibit 10.1 - Lease agreement dated February 21, 1995 for 6550
Dumbarton Circle, Fremont, California 94555,
is incorporated by reference to the Registrant's
Form 10-KSB for the year ended December 31, 1994,
Exhibit 10.4
Exhibit 10.2 - Bank agreement dated November 29, 1994 with Bank of
The West is incorporated by reference to the Registrant's
Form 10-KSB for the year ended December 31, 1994,
Exhibit 10.3.
Exhibit 10.3 - Amendment dated May 31, 199 to Bank Agreement
dated November 29, 1994 is incorporated by
reference to the Registrant's Form 10-K for
the year ended December 31, 1999, Exhibit 10.3.
Exhibit 10.4 - Lease agreement dated November 21, 1995 is
is incorporated by reference to the Registrant's
Form 10-KSB for the year ended December 31, 1995,
Exhibit 10.4
Exhibit 10.5 - Agreement dated January 1, 1997 with Scientific
Technology Inc. for the purchase of the level
sensor product line.
Exhibit 21.1 - Subsidiaries of the Registrant is incorporated by
reference to the Registrant's Form 10-K
for the year ended December 31, 1998, Exhibit 21.1
Exhibit 23.1 - Consent of Independent Accountants is incorporated
by reference to the Registrant's Form 10-K for
the year ended December 31, 1999, Exhibit 23.1
Exhibit 24.1 - Power of Attorney is incorporated by reference to
the Registrant's Form 10-K for the year ended
ended December 31, 1999, Exhibit 24.1
Exhibit 27.0 - Financial Data Schedule.
(b) A Report on Form 8-K was filed on March 27, 2000, reporting the
acquisition on March 16, 2000 of all of the assets and the
assumption of certain of the liabilities of PSI-Tronix, Inc., a
California corporation, by Scientific Technologies Incorporated,
through its wholly-owned subsidiary, PSI-Tronix Technologies, Inc.,
a California corporation.
<PAGE>
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.
SCIENTIFIC TECHNOLOGIES INCORPORATED
------------------------------------
Registrant
Date: May 12, 2000 /s/Joseph J. Lazzara
----------------- ---------------------------------
Joseph J. Lazzara
President and Chief Executive
Officer
(Principal Executive and
Financial officer)
Date: May 12, 2000 /s/ Richard O. Faria
----------------- ----------------------------------
Richard O. Faria
Vice-President, Finance &
Administration
(Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACT
FROM THE CONDENSED CONSOLIDATED BALANCE SHEET AND THE
STATEMENT OF INCOME AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-2000 DEC-31-1999
<PERIOD-START> JAN-01-2000 JAN-01-1999
<PERIOD-END> MAR-31-2000 MAR-31-1999
<CASH> 698 3,532
<SECURITIES> 872 9,953
<RECEIVABLES> 10,592 8,111
<ALLOWANCES> 341 389
<INVENTORY> 8,541 5,160
<CURRENT-ASSETS> 22,293 28,354
<PP&E> 9,028 6,358
<DEPRECIATION> 5,739 3,750
<TOTAL-ASSETS> 34,754 30,962
<CURRENT-LIABILITIES> 6,233 4,480
<BONDS> 0 0
0 0
0 0
<COMMON> 10 10
<OTHER-SE> 28,511 26,472
<TOTAL-LIABILITY-AND-EQUITY> 34,754 30,962
<SALES> 13,490 11,560
<TOTAL-REVENUES> 13,490 11,560
<CGS> 6,420 5,809
<TOTAL-COSTS> 6,420 5,809
<OTHER-EXPENSES> 5,266 4,228
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 1,831 1,652
<INCOME-TAX> 707 628
<INCOME-CONTINUING> 1,154 1,024
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,154 1,024
<EPS-BASIC> $0.12 $0.11
<EPS-DILUTED> $0.12 $0.11
</TABLE>
