<PAGE> 1
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 September
30,1999.
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 0-12728
INTEGRAL VISION, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Michigan 38-2191935
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification Number)
organization)
</TABLE>
38700 Grand River Avenue,
Farmington Hills, Michigan 48335
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (248) 471-2660
Former name, former address and former fiscal year, if changed since
last report:
N/A
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 the filing
requirements for the past 90 days. YES X NO
---- ---
The number of shares outstanding of the registrant's Common Stock, no par value,
stated value $.20 per share, as of October 31, 1999 was 9,024,901.
1
<PAGE> 2
Part 1. Financial Information
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets
Integral Vision, Inc. and Subsidiary
(In thousands, except share and per share amounts)
<TABLE>
<CAPTION>
SEPTEMBER 30 DECEMBER 31
1999 1998
---------------------------------------------
(Unaudited)
<S> <C> <C>
Assets
Current Assets
Cash $ 401 $ 566
Accounts receivable, less allowance of $350,000 at
September 30, 1999 and $400,000 at December 31,
1998 2,847 2,838
Inventories 3,288 4,381
Costs and estimated earnings in excess of billings on
incomplete contracts 890 199
Current maturities of notes and other deferred
payments from sale of welding division 2,790
Other current assets 693 533
Current assets of welding division sold June 30, 1999 14,877
---------------------------------------------
Total Current Assets 10,909 23,394
Property, Plant and Equipment
Land and land improvements 363 363
Building and building improvements 3,740 3,732
Production and engineering equipment 2,657 2,605
Furniture and fixtures 883 847
Vehicles 204 254
Computer equipment 3,424 2,845
---------------------------------------------
11,271 10,646
Less accumulated depreciation 7,058 6,086
---------------------------------------------
4,213 4,560
Other Assets
Capitalized computer software development costs, net
of amortization 4,393 4,353
Patents, net of amortization 269 351
Notes from sale of welding division, less unamortized
discount and current maturities 4,651
Other 43 467
---------------------------------------------
9,356 5,171
Noncurrent assets of welding division sold June 30,
1999 6,688
---------------------------------------------
$ 24,478 $ 39,813
=============================================
</TABLE>
See notes to consolidated financial statements.
2
<PAGE> 3
Consolidated Balance Sheets - Continued
Integral Vision, Inc. and Subsidiary
(In thousands, except share and per share amounts)
<TABLE>
<CAPTION>
SEPTEMBER 30 DECEMBER 31
1999 1998
-----------------------------------------------
(Unaudited)
<S> <C> <C>
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable $ 2,257 $ 5,559
Employee compensation 382 489
Purchase adjustment payable 3,901
Accrued and other liabilities 2,982 1,227
Deferred revenue and other credits 986
Current maturities of long term debt 13,478
-----------------------------------------------
Total Current Liabilities 10,508 20,753
Long-Term Debt, less current maturities 8,199
Stockholders' Equity
Common stock, without par value, stated value $.20
per share; 15,000,000 shares authorized;
9,024,901 shares issued and outstanding 1,805 1,805
Additional paid-in capital 31,187 31,187
Retained-earnings deficit (18,328) (21,628)
Notes receivable from officers (577) (580)
Accumulated translation adjustment (117) 77
-----------------------------------------------
Total Stockholders' Equity 13,970 10,861
-----------------------------------------------
$ 24,478 $ 39,813
===============================================
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 4
Consolidated Statements of Operations
Integral Vision, Inc. and Subsidiary
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30
1999 1998
---------------------------------------------
(Unaudited)
<S> <C> <C>
Net revenues $ 3,975 $ 2,529
Direct cost of goods sold 2,618 2,063
---------------------------------------------
Gross margin 1,357 466
Other costs and expenses:
Marketing 587 552
General and administrative 239 393
Engineering and development:
Expenditures 852 1,054
Allocated to cost of sales and capitalized software (300) (216)
---------------------------------------------
552 838
---------------------------------------------
Total costs and expenses 1,378 1,783
---------------------------------------------
Operating income (loss) (21) (1,317)
Interest income 345
Interest expense 217
---------------------------------------------
Income (loss) from continuing operations before income taxes 324 (1,534)
Provision (credit) for income taxes 300 (191)
---------------------------------------------
Income (loss) from continuing operations 24 (1,343)
Income (loss) from discontinued welding operations 287
Gain on disposal of discontinued Welding Division, plus
income tax credit of $300 1,120
---------------------------------------------
NET INCOME (LOSS) $ 1,144 $ (1,056)
=============================================
Basic and diluted income (loss) per share:
Income (loss) from continuing operations $ $ (0.15)
Income (loss) from discontinued welding operations (0.03)
Gain on disposal of Welding Division 0.12
---------------------------------------------
Net income (loss) $ 0.12 $ (0.12)
=============================================
Weighted average number of shares of common stock and
common stock equivalents, where applicable 9,025 9,025
=============================================
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 5
Consolidated Statements of Operations
Integral Vision, Inc. and Subsidiary
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30
1999 1998
---------------------------------------------
(Unaudited)
<S> <C> <C>
Net revenues $ 8,082 $ 7,688
Direct cost of goods sold 7,195 6,793
---------------------------------------------
Gross margin 887 895
Other costs and expenses:
Marketing 1,838 1,702
General and administrative 782 1,102
Engineering and development:
Expenditures 3,131 3,712
Allocated to cost of sales and capitalized software (809) (1,200)
---------------------------------------------
2,322 2,512
Product restructuring and other charges - Note C 4,231
---------------------------------------------
Total costs and expenses 4,942 9,547
---------------------------------------------
Operating income (loss) (4,055) (8,652)
Interest income 345
Interest expense (482) (676)
---------------------------------------------
Income (loss) from continuing operations before income taxes (4,192) (9,328)
Provision (credit) for income taxes (400) (108)
---------------------------------------------
Income (loss) from continuing operations (3,792) (9,220)
Income (loss) from discontinued welding operations, less
applicable income taxes of $-0- and $(83) in the nine
months ended September 30, 1999 and 1998,
respectively 1,030 (1,664)
Gain on disposal of discontinued Welding Division, less
applicable income taxes of $900 6,646
Extraordinary charge for early retirement of debt less
applicable income tax credit of $200 (583)
---------------------------------------------
NET INCOME (LOSS) $ 3,301 $ (10,884)
=============================================
Basic and diluted income (loss) per share:
Income (loss) from continuing operations $ (0.42) $ (1.02)
Income (loss) from discontinued welding operations 0.11 (0.19)
Gain on disposal of Welding Division 0.74 -
Extraordinary charge (0.06) -
---------------------------------------------
Net income (loss) $ 0.37 $ (1.21)
=============================================
Weighted average number of shares of common stock and
common stock equivalents, where applicable 9,025 9,025
=============================================
</TABLE>
See notes to consolidated financial statements.
5
<PAGE> 6
Condensed Consolidated Statements of Cash Flows
Integral Vision, Inc. and Subsidiary
(In thousands)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30
1999 1998
--------------------------------------------
(Unaudited)
<S> <C> <C>
Operating activities
Net income (loss) $ 3,301 $ (10,884)
Adjustments to reconcile income (loss) to net cash
provided by continuing operations:
Depreciation and amortization 1,261 1,576
Discontinued operations (1,030) 1,664
Gain on disposal of segment of business (6,646)
Extraordinary loss on extinguishment of debt 583
Restructuring charges 5,633
Changes in operating assets and liabilities, net of
effect of business sold (435) (1,646)
--------------------------------------------
Net cash (used) provided by continuing operations (2,966) (3,657)
Investing activities
Net book value of business assets sold 33,142 6,287
Notes receivable in connection with asset sale (7,441)
Purchase of property, plant and equipment, net of
disposals 13 139
Investment in capitalized computer software costs (885) (405)
Reduction in other assets 426 161
--------------------------------------------
25,255 6,182
Financing activities
Decrease in long term debt and current maturities (22,260) (2,672)
Effect of exchange rate changes on cash (194) 64
--------------------------------------------
Increase (decrease) in cash (165) (83)
Cash at beginning of period 566 831
--------------------------------------------
Cash at end of period $ 401 $ 748
============================================
</TABLE>
See notes to consolidated financial statements.
6
<PAGE> 7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Integral Vision, Inc. and Subsidiary
September 30, 1999
Note A - Basis of Presentation
The accompanying unaudited condensed consolidated 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 Article 10 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. Operating results for the three and nine month periods ended
September 30, 1999 are not necessarily indicative of the results that may be
expected for the year ended December 31, 1999. For further information, refer to
the consolidated financial statements and footnotes thereto included in the
Registrant Company and Subsidiaries' annual report on Form 10-K for the year
ended December 31, 1998.
Note B - Sale of Welding Division
On June 30, 1999, the Company sold its Welding Division for cash and certain
deferred payments. The accompanying financial statements reflect the transaction
as the disposal of a business segment. As such, comparative amounts in prior
period financial statements have been restated to exclude welding division
assets, liabilities and operations.
The deferred payments associated with the sale include subordinated notes and
other amounts. The notes bear interest at an agreed upon floating rate and are
payable quarterly over four years. For financial reporting purposes the notes
have been discounted to provide an interest rate appropriate to the risk
characteristics of the obligations. Other deferred payments are based on
achievement of certain sales levels during the period January 1, 1999 to
December 31, 2000. No financial statement recognition is given to these other
payments until earned.
Note C - Restructuring of Operations
Early in the second quarter of 1998, management completed an evaluation of
competitive conditions and product offerings in the vision and welding
divisions. A charge of $6,973,000 was recorded as of March 31, 1998 to give
effect to the impairment of assets identified in this review. The charge
consisted of $5,268,000 related to capitalized software development costs,
$1,402,000 related to inventory (included in direct costs of sales) and $303,000
of other accruals. $5,633,000 of this charge is included with continuing
operations and $1,340,000 is included with discontinued operations.
Note D - Comprehensive Income
Total comprehensive income (loss) was $1,174,000 and $(1,029,000) for the three
month period ended September 30, 1999 and 1998 respectively, and $3,495,000 and
$(10,820,000) for the nine month periods ended September 30, 1999 and 1998,
respectively.
7
<PAGE> 8
Note E - Inventories
At this time, the Company is able to determine inventory by classification only
at the date inventories are physically counted. The next physical inventory is
expected to be performed as of December 31, 1999. Beginning January 1, 2000
changes in systems currently being implemented are expected to provide this
information for inclusion in subsequently filed Form 10-Q's.
Inventories are stated at the lower of first-in, first-out cost or market, and
the major classes of inventories at the dates indicated were as follows:
<TABLE>
<CAPTION>
JUNE 30 DECEMBER 31
1999 1998
---------------------------------------
(In thousands)
<S> <C> <C>
Raw materials $ 1,873 $ 2,033
Work-in-process 766 593
Finished goods 519 1,755
---------------------------------------
$ 3,158 $ 4,381
=======================================
</TABLE>
Note F - Costs and Estimated Earnings in Excess of Billings on Incomplete
Contracts
Revenues on long-term contracts are recognized using the percentage of
completion method. The effects of changes to estimated total contract costs are
recognized in the period determined and losses, if any, are recognized fully
when identified. Costs incurred and earnings recognized in excess of amounts
billed are classified under current assets as costs and estimated earnings in
excess of billings on incomplete contracts. Long-term contracts include a
relatively high percentage of engineering costs and are generally less than one
year in duration.
Activity on long-term contracts is summarized as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30 DECEMBER 31
1999 1998
--------------------------------------
(In thousands)
<S> <C> <C>
Contract costs to date $ 430 $ 12
Estimated contract earnings 844 305
--------------------------------------
1,274 317
Less billings to date 384 118
--------------------------------------
Costs and estimated earnings in excess of billings on
incomplete contracts $ 890 $ 199
======================================
</TABLE>
8
<PAGE> 9
Note G - Income Taxes
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax liabilities and assets are as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30 DECEMBER 31
1999 1998
--------------------------------------
(In thousands)
<S> <C> <C>
Deferred tax liabilities:
Deductible software development costs, net of amortization $ 1,320 $ 1,808
Tax over book depreciation 274 498
Percentage of completion 306 508
--------------------------------------
Total deferred tax liabilities 1,900 2,814
Deferred tax assets:
Net operating loss carry forwards 6,432 9,489
Credit carry forwards 1,326 1,097
Reserve for warranty 61 61
Other 1,279 339
--------------------------------------
Total deferred tax assets 9,098 10,986
Valuation allowance for deferred tax assets 7,198 8,172
--------------------------------------
Net deferred tax assets 1,900 2,814
--------------------------------------
Net deferred tax liabilities $ -0- $ -0-
======================================
</TABLE>
The reconciliation of income taxes computed at the U.S. federal statutory rates
to income tax expense for the nine months ended September 30 is as follows:
<TABLE>
<CAPTION>
1999 1998
-------------------------------------
(In thousands)
<S> <C> <C>
Tax at U.S. statutory rates $ 1,224 $ (3,376)
Change in valuation allowance (974) 3,326
Other 50 50
-------------------------------------
$ 300 $ -0-
=====================================
</TABLE>
9
<PAGE> 10
Note H - Earnings per Share
The following table sets forth the computation of basic and diluted earnings per
share.
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
1999 1998 1999 1998
(In thousands, except per share amounts)
-------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Numerator:
Net income (loss) for basic and
diluted earnings per share: $ 1,144 $ (1,056) $ 3,301 $ (10,884)
Denominator:
Denominator for basic earnings
per share - weighted-
average shares 9,025 9,025 9,025 9,025
-------------------------------------------------------------------------
Basic and diluted income (loss)
per share $ .12 $ (.12) $ .37 $ (1.21)
=========================================================================
</TABLE>
Warrants to purchase common stock and employee stock options outstanding during
the period were not included in the computation of diluted income per share
because the inclusion of these items were not material.
For additional disclosures regarding stock options and warrants see Note I.
Note I - Stock Options and Warrants
At September 30, 1999, there were options outstanding to purchase 471,200 shares
of common stock at prices ranging from $1.75 to $9.25 per share and warrants
outstanding to purchase 1,400,000 shares at $6.86 per share.
10
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operations
THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO SEPTEMBER 30, 1998
Net revenues from continuing operations increased $1.4 million to $4.0 million
in the third quarter of 1999 from $2.5 million in the third quarter of 1998.
Increased sales resulted from higher orders for products developed as
applications of VisionBlox. Revenues from sales of disc inspection systems
decreased $100,000 and revenues from sales of software and other products were
up $1.5 million. Particularly strong sectors included print inspection and
service sales.
Costs of goods sold decreased as a percentage of sales to 66% from 82% in the
third quarter of 1998. Gross margins in 1999 were positively effected by sales
volumes and product mix as sales of applications products have considerably less
material cost of sales.
Marketing costs were comparable between the periods as the Company continued
marketing on a basis similar to the past. Relationships with distribution and
marketing partners are not expected to dramatically effect this expense
category. General and administrative expenditures increased during the periods
as certain expenditures shared with the Welding Division are now entirely paid
by the Vision Division; however, costs recovered as part of the agreement
related to the sale of the Welding Division resulted in an overall decrease in
general and administrative expense. Engineering and development expenses have
decreased in the 1999 quarter following reductions in resources allocated to
this function compared to 1998. The completion of several large development
projects was the reason for the resource reduction.
On June 30, 1999, the Company sold its Welding Division for $37.0 million,
including $10.0 million for deferred payments. Cash received was sufficient to
pay outstanding interest bearing indebtedness and interest bearing notes from
the Buyer provided interest income. Certain payments from the Buyer are deferred
pending the achievement of certain sales targets. $1.5 million of additional
gain related to the first achievement of these targets, less certain additional
costs, was recognized as additional gain in the third quarter.
NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO SEPTEMBER 30, 1998
Net revenues from continuing operations increased by $400,000 to $8.1 million in
the period of nine months ended September 30, 1999 from $7.7 million in the
period of nine months ended September 30, 1998. Exclusive of revenues from the
sale of patent technology in 1998 totaling $1.5 million, overall revenues
increased $1.9 million between the periods. Revenues from sales of disc
inspection systems increased marginally and revenues from sales of software and
other products were up over $1.5 million exclusive of the $1.5 million patent
sales revenue.
Costs of goods sold as a percentage of sales remained stable between the
periods. Exclusive of the patent technology sale in 1998, cost of sales
decreased significantly in 1999 reflecting a better product mix.
Changes in costs and expenses between the periods are subject to the same
explanations as for the third quarter above.
On June 30, 1999, the Company sold its Welding Division and realized an after
tax gain of $6.6 million. The cash proceeds of the sale were used on that day,
in part, to repay outstanding indebtedness of the Company. As charges were
incurred in relation to the early repayment of certain indebtedness, in
conformity with generally accepted accounting principals they were recognized as
extraordinary charges, net of tax.
11
<PAGE> 12
Liquidity and Capital Resources
The Company used the cash proceeds from the sale of the Welding Division to pay
all funded indebtedness on June 30, 1999. The sale transaction requires that the
Company re-pay sale proceeds to the buyer to the extent that certain assets were
not maintained at agreed upon levels at the date of the closing of the
transaction. This asset purchase adjustment is $3.9 million and has been
reflected as a current liability at September 30, 1999. Management is currently
negotiating with lenders for financing that when combined with other resources,
including amounts offsettable on notes and other deferred payments from the
purchaser of the Welding Division, are expected to be sufficient to liquidate
this liability.
It is expected that available borrowing capacity, the receipt of deferred
payments under the asset purchase agreement and operating cash flows will be
sufficient to support cash flow needs over the next twelve months.
Product Restructuring Charges
During the first quarter of 1998 in response to the financial conditions that
arose due to heavy investments necessary to complete certain projects under
development and unexpected low levels of orders and sales, management terminated
15% of the Company's employees with combined salaries totaling 20% of total
compensation. As these terminations severely constrained resources available for
product support, it was quickly followed by an extensive review of product
offerings. This review determined that the Company would concentrate its efforts
going forward towards products for the inspection of DVD discs, products based
on VisionBlox technology and certain higher margin and better selling welding
products. Other products including those related to compact disc production and
certain other products that were selling poorly or at low margins or which were
no longer supportable in the software configurations in use were identified for
phase out or abandonment. These products had recorded software development costs
totaling $5.3 million which was charged off to operations. In addition, reserves
totaling $1.4 million to reduce the cost of inventory related to these products
to estimated realizable value were established. Finally, in connection with a
decision to offer for sale one of the Company's buildings, a reserve in the
amount of $300,000 to cover the costs to carry the building until the estimated
sale date was established.
The charges related to inventory totaling $1.4 million were recorded as part of
direct cost of sales and the charges related to software development costs and
the building reserve, totaling $5.6 million, were reflected as product
restructuring and other charges with other costs and expenses in the
consolidated statements of operations in the first quarter of 1998. $5.7 million
of this charge is included with continuing operations and $1.3 million is
included with discontinued operations.
12
<PAGE> 13
Impact of Year 2000
The Company sold, as part of the asset sale in 1999, the management information
system it had used for a number of years. A new Year 2000 compliant system was
purchased and installation has proceeded for the past four months. Although not
fully installed, the system is sufficiently installed to provide basic
functions. It is management's opinion that the system in its present form, even
if no further implementation was undertaken, could adequately serve the
Company's needs indefinitely. Total cost for purchase and installation of this
software is $100,000. Approximately $50,000 of this expenditure has been
capitalized.
The Company's products have been reviewed and are not believed to harbor any
Year 2000 issues either related to past sales or potential future revenue.
Management initiated communications with its significant suppliers and customers
to determine the extent to which the Company is vulnerable to potential third
party failure to remediate their own Year 2000 issues. Although it is in the
interest of this Company to use this information to mitigate these risks,
because of the complexity of this issue, management can give no guarantee that
the systems of other companies on which the Company's systems rely will be
remedied for the Year 2000 issue on time or that a failure to remedy the problem
by another company would not have a material adverse effect on the Company.
Quantitative and Qualitative Disclosures about Market Risks
The Company is exposed to market risk stemming from changes in foreign exchange
rates, interest rates and prices of inventory purchased for assembly into
finished products. Changes in these factors could cause fluctuations in earnings
and cash flows. In the normal course of business, exposure to interest rates is
managed by fixing the interest rates on the Company's long term debt whenever
possible. The Company does not generally enter into long-term purchase contracts
but instead purchases inventory to fill specific sales contracts thereby
minimizing risks with respect to inventory price fluctuations.
Foreign Exchange Rates - The Company's location outside the US is in the United
Kingdom. This is a sales office with net non-current assets that are not
significant. On a consolidated basis the Company denominates sales in the
following currencies:
- Japanese Yen
- Pound Sterling
- French Francs
In Management's opinion, as the currencies of Western Europe and the UK are
generally stable; there is no significant exposure to losses due to currency
fluctuations. However, because the Yen has not been stable over the past several
years, the Company does enter into forward sales contracts equal to the future
amount of the Yen to be received at the time the order is accepted. These
hedging transactions are on an order by order basis and at no time are they
speculative in nature. At September 30, 1999, the fair market value of market
risk sensitive instruments or potential for near-term losses of earnings or cash
flows for such instruments was not material.
13
<PAGE> 14
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit
Number Description of Document
- ----------------------------------
3.1 Articles of Incorporation, as amended (filed as exhibit 3.1 to the
registrant's form 10-Q for the quarter ended June 30, 1999, and
incorporated herein by reference.)
3.2 Bylaws of the Registrant, as amended (filed as Exhibit 3.2 to the
registrant's Form 10-K for the year ended December 31, 1994, SEC file
0-12728, and incorporated herein by reference).
4.1 Note and Warrant Purchase Agreement (filed as Exhibit 4.1 to the
registrant's Form 8-K dated July 15, 1997, SEC file 0-12728, and
incorporated herein by reference).
4.3 Form of Medar, Inc. Common Stock Purchase Warrant Certificate (filed
as Exhibit 4.3 to registrant's Form 8-K dated July 15, 1997, SEC file
0-12728, and incorporated herein by reference).
10.1 Amendment to Medar, Inc. Incentive Stock Option Plan dated May 10,
1993 (filed as Exhibit 10.3 to the registrant's Form 10-K for the
year ended December 31, 1993, SEC File 0-12728, and incorporated
herein by reference).
10.2 Non-qualified Stock Option Plan (filed as Exhibit 10.3 to the
registrant's Form 10-K for the year ended December 31, 1992, SEC File
0-12728, and incorporated herein by reference).
10.3 Medar, Inc. Employee Stock Option Plan (filed as Exhibit 10.5 to the
registrant's Form 10-Q for the quarter ended September 30, 1995, SEC
file 0-12728, and incorporated herein by reference).
10.4 Form of Confidentiality and Non-Compete Agreement Between the
Registrant and its Employees (filed as Exhibit 10.4 to the
registrant's Form 10-K for the year ended December 31, 1992, SEC File
0-12728, and incorporated herein by reference).
10.5 Integral Vision, Inc. 1999 Employee Stock Option Plan (filed as
Exhibit 10.5 to the registrant's form 10-Q for the quarter ended June
30, 1999 and incorporated here in by reference.
10.16* Patent License Agreement dated October 4, 1995 by and between Medar,
Inc. and Square D Company (filed as Exhibit 10.24 to the registrant's
Form 10-Q for the quarter ended September 30, 1995, SEC File 0-12728,
and incorporated herein by reference).
10.32 Asset Purchase Agreement between the Registrant and Weltronic (filed
as exhibit to the registrant's Preliminary Schedule 14A - Rule
14A-101 dated May 6, 1999 and incorporated herein by reference.)
(b) The Company filed a report with the commission on July 13, 1999 on
Form 8-K reporting the sale of the assets of it's Welding Division
under Item 2 and provided the appropriate financial statements and
exhibits under Item 7.
27 Financial Data Schedule
*The Company has been granted confidential treatment with respect to
certain portions of this exhibit pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
14
<PAGE> 15
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.
/S/CHARLES J. DRAKE
___________________
________________________________________________________________________11/12/99
Charles J. Drake
President & Chairman of the Board
Integral Vision, Inc.
(Principal Executive Officer)
/S/RICHARD R. CURRENT
_____________________
________________________________________________________________________11/12/99
Richard R. Current
Executive Vice President & Chief Financial Officer
Integral Vision, Inc.
(Principal Financial & Accounting Officer)
15
<PAGE> 16
Exhibit Index
-------------
Exhibit No. Description
- ----------- -----------
3.1 Articles of Incorporation, as amended (filed as exhibit 3.1 to the
registrant's form 10-Q for the quarter ended June 30, 1999, and
incorporated herein by reference.)
3.2 Bylaws of the Registrant, as amended (filed as Exhibit 3.2 to the
registrant's Form 10-K for the year ended December 31, 1994, SEC file
0-12728, and incorporated herein by reference).
4.1 Note and Warrant Purchase Agreement (filed as Exhibit 4.1 to the
registrant's Form 8-K dated July 15, 1997, SEC file 0-12728, and
incorporated herein by reference).
4.3 Form of Medar, Inc. Common Stock Purchase Warrant Certificate (filed
as Exhibit 4.3 to registrant's Form 8-K dated July 15, 1997, SEC file
0-12728, and incorporated herein by reference).
10.1 Amendment to Medar, Inc. Incentive Stock Option Plan dated May 10,
1993 (filed as Exhibit 10.3 to the registrant's Form 10-K for the
year ended December 31, 1993, SEC File 0-12728, and incorporated
herein by reference).
10.2 Non-qualified Stock Option Plan (filed as Exhibit 10.3 to the
registrant's Form 10-K for the year ended December 31, 1992, SEC File
0-12728, and incorporated herein by reference).
10.3 Medar, Inc. Employee Stock Option Plan (filed as Exhibit 10.5 to the
registrant's Form 10-Q for the quarter ended September 30, 1995, SEC
file 0-12728, and incorporated herein by reference).
10.4 Form of Confidentiality and Non-Compete Agreement Between the
Registrant and its Employees (filed as Exhibit 10.4 to the
registrant's Form 10-K for the year ended December 31, 1992, SEC File
0-12728, and incorporated herein by reference).
10.5 Integral Vision, Inc. 1999 Employee Stock Option Plan (filed as
Exhibit 10.5 to the registrant's form 10-Q for the quarter ended June
30, 1999 and incorporated here in by reference.
10.16* Patent License Agreement dated October 4, 1995 by and between Medar,
Inc. and Square D Company (filed as Exhibit 10.24 to the registrant's
Form 10-Q for the quarter ended September 30, 1995, SEC File 0-12728,
and incorporated herein by reference).
10.32 Asset Purchase Agreement between the Registrant and Weltronic (filed
as exhibit to the registrant's Preliminary Schedule 14A - Rule
14A-101 dated May 6, 1999 and incorporated herein by reference.)
(b) The Company filed a report with the commission on July 13, 1999 on
Form 8-K reporting the sale of the assets of it's Welding Division
under Item 2 and provided the appropriate financial statements and
exhibits under Item 7.
27 Financial Data Schedule
*The Company has been granted confidential treatment with respect to
certain portions of this exhibit pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
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<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 401
<SECURITIES> 0
<RECEIVABLES> 3147
<ALLOWANCES> 350
<INVENTORY> 3288
<CURRENT-ASSETS> 101909
<PP&E> 11271
<DEPRECIATION> 7058
<TOTAL-ASSETS> 24478
<CURRENT-LIABILITIES> 10508
<BONDS> 0
0
0
<COMMON> 1805
<OTHER-SE> 12165
<TOTAL-LIABILITY-AND-EQUITY> 13970
<SALES> 3975
<TOTAL-REVENUES> 3975
<CGS> 2618
<TOTAL-COSTS> 2618
<OTHER-EXPENSES> 1378
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 324
<INCOME-TAX> 300
<INCOME-CONTINUING> 24
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1144<F1>
<EPS-BASIC> .12
<EPS-DILUTED> .12
<FN>
<F1>NET INCOME INCLUDES ADDITIONAL GAIN FROM ASSETS OF $1120.
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