ADVANCED MACHINE VISION CORP
8-K, 1997-08-08
INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL
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                                    FORM 8-K



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (date of earliest event reported) July 24, 1997


                       ADVANCED MACHINE VISION CORPORATION
             (Exact name of registrant as specified in its charter)


                                   California
                 (State or other jurisdiction of incorporation)


             0-20097                                   33-0256103
     (Commission File Number)            (I.R.S. Employer Identification No.)

       2067 Commerce Drive
          Medford, Oregon                                 97504
(Address of principal executive offices)                (Zip Code)

                                  541-776-7700
              (Registrant's telephone number, including area code)


          (Former name or former address, if changed since last report)



                            Total Number of Pages: 5


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<PAGE>


Item 5.           Other Events

                  On July 24, 1997,  Advanced Machine Vision Corporation ("AMV")
                  established September 23, 1997 as its next Annual Meeting date
                  for shareholders of record on August 20, 1997. AMV established
                  August 14, 1997 as the last date for stockholders to submit to
                  AMV proposals for consideration at the Annual Meeting.

Item 7.           Financial Statements and Exhibits

                  c.  Exhibits

                      News release dated August 5, 1997


                                   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 hereunto duly authorized.

                                   ADVANCED MACHINE VISION CORPORATION


Date:   August 6, 1997             By:   /s/ Alan R. Steel
                                         --------------------------------
                                         Vice President of Finance and
                                         Chief Financial Officer



<PAGE>


                                  Exhibit Index


99                News release dated August 5, 1997.

<PAGE>


ADVANCED MACHINE VISION CORPORATION

                                                                   PRESS RELEASE

FOR IMMEDIATE RELEASE

CONTACTS:  Alan Steel, Chief Financial Officer                      541-776-7700
           Eugene Heller/Glenn Schoenfeld, Silverman Heller Assoc.  310-208-2550

                       ADVANCED MACHINE VISION CORPORATION
                  REPORTS RECORD SECOND QUARTER AND FIRST HALF
                                SALES AND PROFITS

     MEDFORD,  Oregon (August 5,  1997)...Advanced  Machine  Vision  Corporation
(Nasdaq-AMVC)  today  announced  record  sales and  profits  for its 1997 second
quarter and six-month period ended June 30, 1997.

     For the quarter, sales were $7,607,000,  an increase of 19% from $6,419,000
in the  comparable  period a year ago. AMV achieved a  second-quarter  operating
profits  of  $378,000,  or $0.03 per share,  compared  to an  operating  loss of
$(900,000),  or $(0.08) per share,  in the second quarter of last year. With the
gain  from  the  sale of its  Pulsarr  subsidiary  in May,  the  Company  earned
$5,367,000, or $0.22 per share, in the 1997 second quarter.

     On a proforma basis without  Pulsarr,  sales were  $7,259,000 in the second
quarter,  compared to $3,564,000 in the 1996 second quarter. Proforma net income
was  $407,000,  or $0.03 per share,  compared  to a net loss of  $(794,000),  or
$(0.07) per share,  in the second quarter one year ago. Year over year,  Company
quarterly operating earnings without Pulsarr improved by $1,201,000.

     For  the  six  months  ended  June  30,  1997,  sales  increased  by 69% to
$16,944,000,  from  $10,032,000  in the  first  half of 1996.  Without  Pulsarr,
first-half 1997 sales were $14,386,000, an increase of 113% over 1996 first-half
sales of $6,749,000.  The Company achieved an operating profit of $1,147,000, or
$0.09 per share,  compared to a loss in the first half of 1996 of  $(2,135,000),
or $(0.21)  per share.  Including  the  charges for  in-process  technology  and
deferred  royalty  expense in 1996, and the gain on the sale of Pulsarr in 1997,
net income in the first  half of 1997 was  $6,136,000,  or $0.28 per  share,  as
compared to a net loss of  $(7,697,000),  or $(0.74) per share in the comparable
period in 1996.

     Gross  profit for the 1997 second  quarter was 52%,  compared to 40% in the
1996 second quarter. For the first six months, gross profit was 50%, up from 41%
in the comparable six-month period in 1996. The Company stated that record gross
margins for the quarter and first six months of 1997 reflect customer acceptance
of the superior  performance  of the  Company's  products  when compared to that
offered by domestic  and foreign  competition.  The Company  continued  to spend
heavily ($1,951,000 in the first half) for research and development.

     Excluding  Pulsarr from both  periods,  AMV's  backlog at June 30, 1997 was
$2,464,000 as compared to $6,593,000 one year earlier.  William J. Young,  AMV's
Chairman,  President  and Chief  Executive  Officer,  stated,  "Overall,  we are
extremely pleased with the progress  year-to-date,  particularly in light of the
fact that sales have not  materialized  as anticipated in the recycled  plastic,
wood pulp and plywood manufacturing markets this year. Those industries remained
at cyclical lows with  evidence  that raw product  prices are beginning to rise.
Improvements in these markets are not expected until 1998.  This,  together with
further integration of SRC VISION's proprietary lighting and camera technologies
with Ventek,  should  position  AMV well in the future.  To counter the cyclical
trends in these markets,  SRC VISION has implemented  significant  technological
improvements for its products  targeted at the food industry  resulting in a 50%
increase  in sales for food  systems in the first half of 1997 when  compared to
the same period in 1996.  Although  second half  performance  this year will not
measure  up to the  dramatic  first  half  achievements,  we expect  significant
improvement in profitability from operations in 1998."

     Mr.  Young  also  stated  that with the sale of  Pulsarr  during the second
quarter, the Company had reduced its debt by $6.7 million and increased its cash
balance by $6.6 million to $8.5 million since the first of the year.

     The  Company  also  announced  that it will  hold  its  Annual  Meeting  of
Shareholders at 2:00 p.m.,  Pacific  Standard Time, on September 23, 1997 at its
Medford, Oregon headquarters. The Company stated that the purpose of the meeting
is to elect  directors  and conduct  such other  business as may come before the
meeting.   The  Company  also  said  that  proxy  materials  would  be  sent  to
stockholders  on or about August 20, 1997, and that  stockholders  who intend to
submit  proposals for  consideration  at the Annual Meeting must do so by August
14, 1997 in order to be included in the proxy materials.

     Advanced  Machine Vision  Corporation is a worldwide  leader in the design,
manufacture and sale of standard and CE compliant vision systems used to control
manufacturing   processes  through   high-speed   product   inspection,   defect
identification  and removal at  production  which  generate  quality yield rates
superior to other process and control methods. AMV's operations are comprised of
two wholly-owned subsidiaries, SRC VISION, Inc. and Ventek, Inc., both utilizing
proprietary image processing technologies.

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<TABLE>
<CAPTION>
                            Summary Operating Results
                     (in thousands except per share amounts)

                                                  Three Mos. Ended June 30,        Six Mos. Ended June 30,
                                                 --------------------------     --------------------------
                                                     1997            1996           1997           1996
                                                 -----------    -----------     ----------     -----------

<S>                                              <C>            <C>             <C>            <C>        
Sales                                            $     7,607    $     6,419     $   16,944     $    10,032
Income (loss) before special items                       378           (900)         1,147          (2,135)
Special income (charges):
     In-process technology                                --             --             --          (4,915)
     Royalty expense                                      --             --             --            (697)
     Gain on sale of Pulsarr                           4,989             --          4,989              --
                                                 -----------    -----------     ----------     -----------
Net income (loss)                                $     5,367    $      (900)    $    6,136     $    (7,697) (A)
                                                 ===========    ===========     ==========     ===========     
Earnings (loss) per share                        $     0.22     $     (0.08)    $     0.28     $     (0.74)
                                                 ==========     ===========     ==========     ===========
Shares outstanding                                    13,398         10,883         13,398          10,883
                                                 ===========    ===========     ==========     ===========

<FN>

 (A) The Company  previously  reported a net loss of $8,870,000 on its Form 10-Q
     for the six months ended June 30,  1996.  The  $1,173,000  reduction of the
     loss as previously reported was solely related to a reduction in the charge
     for acquired in-process technologies. During the fourth quarter of 1996, an
     independent  valuation  of  Pulsarr's  in-process  technologies,   existing
     technologies  and  business  and  other  intangible  assets  was  completed
     resulting in a reduction  in the  $6,088,000  charge  taken for  in-process
     technology  in the  first  quarter  of 1996 to  $4,915,000.  For  financial
     reporting  purposes,   the  difference  has  been  treated  as  a  positive
     adjustment to previously reported first quarter 1996 results of operations.

</FN>
</TABLE>

Comments made above  include  "forward-looking  statements,"  which are based on
expectations  of the  Company.  However,  there  can be no  assurance  that such
statements, or any projections included in such statements, will be achieved due
to general economic and Company-specific  factors or occurrences that may affect
the results of  operations.  Company-specific  factors  include AMV's ability to
effectively  integrate  the SRC  VISION  and  Ventek  operations,  to  introduce
products in a timely and  cost-effective  fashion,  and success in  sustaining a
positive cash flow and expanding sales in existing and new markets. There can be
no assurance that the prior growth experienced by the Company will continue into
the future.  Factors  such as the impact of  competitive  products  and pricing,
technological  obsolescence of current products and the inability to develop new
products, the inability to protect AMV's proprietary information,  saturation of
the market for Ventek's  products,  the possibility of Pulsarr becoming a strong
competitor as a subsidiary of a larger company with greater financial resources,
and the inability to identify and develop new markets could adversely affect the
Company's growth rate and  profitability.  A more complete listing of cautionary
statements  and risk  factors is contained  in the  Company's  Form 10-Q for the
quarter ended March 31, 1997, filed with the Securities and Exchange Commission.



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