SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998
Commission File No. 0-20097
ADVANCED MACHINE VISION CORPORATION
A California Corporation
IRS Employer Identification No. 33-0256103
2067 Commerce Drive
Medford, OR 97504
Telephone: 541-776-7700
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 past 90 days.
Yes |X| No |_|
On June 30, 1998, registrant had 10,641,718 shares of Class A Common Stock, and
76,835 shares of Class B Common Stock, all no par value, issued and outstanding.
Exhibit Index at Page 17
<PAGE>
INDEX
Page Number
-----------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets..........................................1
Consolidated Statements of Operations - Three Months.................2
Consolidated Statements of Operations - Six Months...................3
Consolidated Statements of Cash Flows................................4
Notes to Unaudited Consolidated Financial Statements.................5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations..............................10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K....................................17
Signature...........................................................19
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
- --------------------------------------------------------------------------------
Advanced Machine Vision Corporation
Consolidated Balance Sheets
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
(unaudited) (audited)
------------- -------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 5,005,000 $ 6,045,000
Accounts receivable - net 3,974,000 2,711,000
Inventories 5,977,000 5,181,000
Prepaid expenses 135,000 138,000
------------- -------------
Total current assets 15,091,000 14,075,000
Property, plant and equipment - net 5,411,000 4,775,000
Intangible assets - net 5,188,000 5,535,000
Other assets 1,202,000 850,000
------------- -------------
$ 26,892,000 $ 25,235,000
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,334,000 $ 1,436,000
Accrued liabilities 917,000 1,146,000
Customer deposits 1,356,000 1,073,000
Accrued payroll 941,000 783,000
Warranty reserve 481,000 477,000
Current portion of notes payable 38,000 27,000
------------- -------------
Total current liabilities 5,067,000 4,942,000
------------- -------------
Notes payable, less current portion 8,633,000 8,342,000
------------- -------------
Commitments and contingencies
Shareholders' equity:
Common stock:
Class A and B - 10,719,000 and 10,679,000 shares
issued and outstanding at June 30, 1998 and
December 31, 1997, respectively 24,329,000 24,285,000
Common stock warrants 192,000 2,197,000
Additional paid in capital 4,828,000 2,823,000
Accumulated deficit (16,156,000) (17,354,000)
------------- -------------
Total shareholders' equity 13,192,000 11,951,000
------------- -------------
$ 26,892,000 $ 25,235,000
============= =============
See Accompanying Notes to Unaudited Consolidated Financial Statements.
</TABLE>
<PAGE>
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Advanced Machine Vision Corporation
Consolidated Statements of Operations - Three Months
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended June 30,
-----------------------------
1998 1997
---- ----
(unaudited)
<S> <C> <C>
Net sales $ 9,087,000 $ 7,607,000
Cost of sales 4,052,000 3,674,000
------------ ------------
Gross profit 5,035,000 3,933,000
------------ ------------
Operating expenses:
Selling and marketing 1,396,000 1,430,000
Research and development 1,031,000 932,000
General and administrative 1,249,000 812,000
Amortization of intangible assets 173,000 182,000
------------ ------------
3,849,000 3,356,000
Income from operations before other income and expense 1,186,000 577,000
Other income and expense:
Gain on sale of Pulsarr -- 4,989,000
Investment and other income 49,000 112,000
Interest expense (177,000) (296,000)
------------ ------------
Income before income taxes 1,058,000 5,382,000
Provision for income taxes 42,000 15,000
------------ ------------
Net income $ 1,016,000 $ 5,367,000
============ ============
Earnings per share (Note 5):
Basic $ 0.10 $ 0.47
============ ============
Diluted $ 0.08 $ 0.34
============ ============
Average shares outstanding - assuming dilution 14,677,000 16,338,000
============ ============
See Accompanying Notes to Unaudited Consolidated Financial Statements.
</TABLE>
<PAGE>
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Advanced Machine Vision Corporation
Consolidated Statements of Operations - Six Months
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months Ended June 30,
------------------------------
1998 1997
---- ----
(unaudited)
<S> <C> <C>
Net sales $ 16,190,000 $ 16,944,000
Cost of sales 7,822,000 8,404,000
------------ ------------
Gross profit 8,368,000 8,540,000
------------ ------------
Operating expenses:
Selling and marketing 2,333,000 2,683,000
Research and development 2,181,000 1,951,000
General and administrative 2,025,000 1,844,000
Amortization of intangible assets 347,000 381,000
------------ ------------
6,886,000 6,859,000
Income from operations before other income and expense 1,482,000 1,681,000
Other income and expense:
Gain on sale of Pulsarr -- 4,989,000
Investment and other income 111,000 169,000
Interest expense (345,000) (656,000)
------------ ------------
Income before income taxes 1,248,000 6,183,000
Provision for income taxes 50,000 47,000
------------ ------------
Net income $ 1,198,000 $ 6,136,000
============ ============
Earnings per share (Note 5)
Basic $ 0.11 $ 0.54
============ ============
Diluted $ 0.09 $ 0.40
============ ============
Average shares outstanding--assuming dilution 14,676,000 16,282,000
============ ============
See Accompanying Notes to Unaudited Consolidated Financial Statements.
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
Advanced Machine Vision Corporation
Consolidated Statements of Cash Flows
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months Ended June 30,
------------------------------
1998 1997
---- ----
(unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,198,000 $ 6,136,000
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Gain on sale of Pulsarr -- (4,989,000)
Depreciation and amortization 674,000 633,000
Changes in assets and liabilities:
Accounts receivable (1,264,000) (916,000)
Inventories (797,000) (260,000)
Prepaid expenses and other assets (349,000) 33,000
Accounts payable, short-term borrowings,
accrued liabilities, customer deposits,
accrued payroll and warranty reserve 162,000 547,000
------------ ------------
Net cash (used in) provided by
operating activities (376,000) 1,184,000
------------ ------------
Cash (used in) provided by investing activities:
Proceeds from the sale of Pulsarr -- 7,010,000
Purchases of property and equipment (962,000) (310,000)
------------ ------------
Net cash (used in) provided by
investing activities (962,000) 6,700,000
------------ ------------
Cash (used in) provided by financing activities:
Notes payable to bank and others, net 291,000 (1,273,000)
Proceeds from exercise of stock options 7,000 14,000
------------ ------------
Net cash (used in) provided by
financing activities 298,000 (1,259,000)
------------ ------------
Net (decrease) increase in cash (1,040,000) 6,625,000
Cash and cash equivalents, beginning of the period 6,045,000 1,909,000
------------ ------------
Cash and cash equivalents, end of period $ 5,005,000 $ 8,534,000
============ ============
See Accompanying Notes to Unaudited Consolidated Financial Statements.
</TABLE>
<PAGE>
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ADVANCED MACHINE VISION CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Note 1. Principles of Consolidation
In the opinion of the management of Advanced Machine Vision Corporation (the
"Company" or "AMV"), the accompanying consolidated financial statements, which
have not been audited by independent accountants (except for the balance sheet
as of December 31, 1997), reflect all adjustments (consisting of normal
recurring accruals) necessary to present fairly the Company's financial position
at June 30, 1998, and December 31, 1997, the results of operations for the
three- and six-month periods ended June 30, 1998 and 1997 and cash flows for the
six-month periods ended June 30, 1998 and 1997. The financial statements include
the accounts of the Company and its four wholly-owned subsidiaries, Applied
Laser Systems, Inc., SRC VISION, Inc. ("SRC"), ARC Netherlands BV and its
respective subsidiary, Pulsarr Holding BV ("Pulsarr") (see Note 6) to its May 6,
1997 disposition date, and Ventek, Inc. ("Ventek"). The Company's current
operating subsidiaries are SRC and Ventek.
Certain notes and other information are condensed or omitted in the interim
financial statements presented in this Quarterly Report on Form 10-Q. These
financial statements should be read in conjunction with the Company's 1997
annual report on Form 10-K.
Note 2. Nature of Operations
In February 1994, the Company acquired all of the issued and outstanding capital
stock of SRC for $8.1 million in cash. In March 1996, the Company acquired all
of the issued and outstanding stock of Pulsarr for cash of $6.5 million and
notes payable of $1.3 million (see Note 6 regarding the sale of Pulsarr for $8.4
million in May 1997). In July 1996, the Company acquired the business and
certain assets of Ventek, subject to certain liabilities, for $5.1 million in
notes and other securities. The operations of each of the three acquired
entities are included in the consolidated financial results since their
respective acquisition dates, and in the case of Pulsarr, through its
disposition date. Through its subsidiaries, the Company designs, manufactures
and markets computer-aided vision defect detection and sorting and defect
removal equipment for use in a variety of industries, including food processing,
wood products and recycling. The Company's systems combine optical and
mechanical systems technologies to perform diverse scanning, analytical sensing,
measuring and sorting applications on a variety of products such as food, wood
and plastic. The Company sells its products throughout the world.
Note 3. Financing
In April 1995, the Company borrowed $2,160,000 pursuant to a convertible
subordinated secured note. Interest on the note was 10.25% and was payable
semi-annually. The note was convertible into the Company's Class A Common Stock
at $1.875 per share. In connection with the borrowing, the Company issued
300,000 warrants to purchase Class A Common Stock at $1.875 per share. In
October 1996 and March 1997, $645,000 and $250,000 principal amounts of the note
were converted by the debtholders into 344,000 and 133,000 shares of Class A
Common Stock. The remaining principal amount of $1,265,000 was paid in April
1997. In August 1997, the warrants were repurchased by the Company (see Note 4).
In April 1996, the Company borrowed $3,400,000 pursuant to a convertible secured
note. Interest on the note was 6.75% and is payable quarterly. The interest rate
may be adjusted upward on each anniversary date of the note if the market price
of the Company's Class A Common Stock fails to reach certain levels. In April
1997, the interest rate was adjusted to 9.75%. The maximum possible coupon
interest rate is 11.25% if none of the market price thresholds are met. The note
is secured by 54% of the stock of ARC Netherlands BV. The note is convertible
into the Company's Class A Common Stock at $2.125 per share. In connection with
the borrowing, the Company issued 340,000 warrants to purchase Class A Common
Stock at $2.125 per share. In August and September 1997, AMV repurchased the
warrants and paid off $2,500,000 of this note leaving $900,000 outstanding,
which is due in April 2001 (see Note 4). In conjunction with this early pay-off,
AMV wrote off $233,000 of deferred debt issuance costs in the quarter ended
September 30, 1997. In July 1996, AMV issued the following notes in connection
with the acquisition of Ventek: (i) a 6.75% $1,000,000 note due July 23, 1999;
(ii) a 6.75% $2,250,000 note due July 23, 1999 convertible into the Company's
Class A Common Stock at $2.25 per share; and (iii) a $1,125,000 note and stock
appreciation rights payable (a) by issuance of up to 1,800,000 shares of Class A
Common Stock or at the Company's option, in cash on July 23, 1999, or (b) solely
in cash in the event AMV Common Stock is delisted from the Nasdaq Stock Market.
The $1,125,000 note and stock appreciation rights payable were valued at
$1,529,000 on the acquisition date based upon an independent appraisal received
by the Company. All three notes are secured by all of the issued and outstanding
shares of Ventek.
In April 1998, AMV entered into a credit relationship with Bank of America NT&SA
for a line of credit ("LOC") and a new mortgage. The LOC Business Loan Agreement
provides that AMV can borrow the lesser of $2,000,000 or the collateral value of
pledged marketable securities, for interest at prime rate or the bank's offshore
rate plus 1.85% and has an April 30, 1999 expiration date. The $3,000,000
mortgage replaced the 9.75% $2,680,000 prior mortgage, provides for fixed
interest at 8.3% and is due on May 1, 2008.
Note 4. Equity Transactions; Reduction in Outstanding Securities; Effect of
Remaining Warrants, Options and Convertible Securities; Stock Rights
Plan
In January 1997, the 1997 Restricted Stock Plan ("1997 Plan") was established to
retain the services of selected employees, officers and directors of the Company
and provide them with strong incentives to enhance the Company's growth. The
total number of shares of Class A Common Stock issuable under the 1997 Plan
shall not exceed 2,000,000. In January 1997, the Company's Board of Directors
awarded 2,000,000 shares of restricted Class A Common Stock to three key
employees of the Company. On September 25, 1997, the three key employees
contributed back to the Company 1,800,000 shares which were canceled. The
remaining shares cannot be traded or transferred unless (i) the employee remains
in the employ of the Company until January 10, 2000 and (ii) a payment of $1.80
per share is made by the employee to AMV. If any of the conditions are not met,
the stock will be forfeited and returned to the Company.
Between March 8, 1997 and July 31, 1998, 188,400 Unit Purchase Options (to
acquire 1,696,000 shares of stock) originally issued in connection with the
Company's 1992 initial public offering, 135,000 Laidlaw warrants, 300,000
Gerinda warrants, the Company's Class A, B and C Warrants to purchase
approximately 11.4 million shares and, 275,000 Class D Warrants expired
unexercised.
In August 1997, the Company purchased 1,001,640 shares of its Class A Common
Stock, 300,000 Class F Warrants and 340,000 Class H Warrants in a private
transaction for $1.9 million.
In September 1997, the Company purchased at par $2.5 million of the $3.4 million
outstanding 6.75% Convertible Note.
In June 1998, the Class I Warrant was amended to reduce the number of shares
issuable pursuant to the warrant from 1,000,000 to 250,000.
In June and July 1998, 250,000 Class D Warrants expired.
Schedule of Outstanding Stock, Warrants and Potential Dilution: The following
table summarizes, as of July 31, 1998, outstanding common stock, potential
dilution to the outstanding common stock upon exercise of warrants or conversion
of convertible debt, and proforma proceeds or debt reduction from the exercise
or conversion of warrants. The table also sets forth the exercise or conversion
prices and warrant expiration and debt due dates.
<TABLE>
<CAPTION>
Proforma
Number or Principal Common Proceeds
Amount Outstanding Stock After Conversion or Debt
Security at July 31, 1998 Conversion Price Reduction
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Outstanding Common Stock: 10,719,000
Warrants (expiration date):
G (2/28/99) 240,000 240,000 $ 2.00 $ 480,000
I (7/23/01) 250,000 (A) 250,000 2.25 563,000
J (9/30/99) 300,000 300,000 2.03 609,000
------------ ------------
790,000 1,652,000
------------ ------------
Convertible Debt (due date):
6.75% Notes (4/16/01) $ 900,000 423,000 2.13 900,000
6.75% Ventek Note (7/23/99) $ 2,250,000 1,000,000 2.25 2,250,000
Ventek Note (7/23/99) $ 1,529,000 (A) 1,800,000 1,529,000
------------ ------------
3,223,000 4,679,000
------------ ------------
Potentially outstanding shares
and proforma proceeds
or reduction of debt 14,732,000 $ 6,331,000
============ ============
(A) The Company issued the $1,529,000 note and Class I Warrant in connection
with the Ventek acquisition (see Note 3). The note is payable, (a) at the
Company's option, in cash or by delivery of up to 1,800,000 shares of Class
A Common Stock on the third anniversary date of the note; or (b) solely in
cash in the event AMV Common Stock is delisted from the Nasdaq Stock
Market.
</TABLE>
The proforma amounts above are for illustrative purposes only. Unless the market
price of AMV's Class A Common Stock rises significantly above the exercise or
conversion prices, it is unlikely that any warrants will be exercised or that
the debt will be converted.
On July 31, 1998, AMV had outstanding options to purchase 3,603,000 shares of
Class A Common Stock, 3,121,000 of which are under its stock option plans.
The existence of these outstanding warrants, options, and convertible debt,
including those granted or to be granted under AMV's Stock Option Plans or
otherwise could adversely affect AMV's ability to obtain future financing. The
price which AMV may receive for the Class A Common Stock issued upon exercise of
options and warrants, or amount of debt forgiven in the case of conversion of
debt, may be less than the market price of Class A Common Stock at the time such
options and warrants are exercised or debt is converted. For the life of the
warrants, options and convertible debt, the holders are given, at little or no
cost, the opportunity to profit from a rise in the market price of their Class A
Common Stock without assuming the risk of ownership. Moreover, the holders of
the options and warrants might be expected to exercise them at a time when AMV
would, in all likelihood, be able to obtain needed capital by a new offering of
its securities on terms more favorable than those provided for by the options
and warrants.
Stock Rights Plan: In February 1998, the Company implemented a stock rights
program. Pursuant to the program, stockholders of record on February 27, 1998
received a dividend of one right to purchase for $15 one one-hundredth of a
share of a newly created Series A Junior Participating Preferred Stock. The
rights are attached to AMV's Class A Common Stock and will also become attached
to shares issued in the future. The rights will not be traded separately and
will not become exercisable until the occurrence of a triggering event, defined
as an accumulation by a single person or group of 20% or more of AMV's Class A
Common Stock. The rights will expire on February 26, 2008 and are redeemable at
$.0001 per right.
After a triggering event, the rights will detach from the Class A Common Stock.
If AMV is then merged into, or is acquired by, another corporation, the Company
has the opportunity to either (i) redeem the rights or (ii) permit the rights
holder to receive in the merger stock of AMV or the acquiring company equal to
two times the exercise price of the right (i.e., $30). In the latter instance,
the rights attached to the acquirer's stock become null and void. The effect of
the rights program is to make a potential acquisition of the Company more
expensive for the acquirer if, in the opinion of AMV's Board of Directors, the
offer is inadequate.
Note 5. Earnings Per Share
The computation of earnings per share is presented in the following tables:
<TABLE>
<CAPTION>
For the Three Months Ended June 30,
------------------------------------------------------------------------
1998 1997
--------------------------------- --------------------------------
Income Shares Income Shares
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Calculation of EPS
Income (loss) available to
common shareholders $ 1,016,000 10,715,000 $ 5,367,000 13,398,000
Reduction for contingently
returnable shares as all conditions
were not met as of period end -- (200,000) -- (2,000,000)
------------- ------------- ------------- -------------
Income (loss) available to
common shareholders $ 1,016,000 10,515,000 $ 5,367,000 11,398,000
============= ============= ============= =============
- ----------------------------------------------------------------------------------------------------------------
Basic EPS $ 0.10 $ 0.47
- ----------------------------------------------------------------------------------------------------------------
Effect of Dilutive Securities:
Stock options and warrants $ -- 938,000 $ -- 544,000
Note and stock appreciation
rights agreement 25,000 1,800,000 25,000 1,800,000
Convertible debt 63,000 1,424,000 137,000 2,596,000
------------- ------------- ------------- -------------
Income available to common
shareholders and assumed
conversions $ 1,104,000 14,677,000 $ 5,529,000 16,338,000
============= ============= ============= =============
- ----------------------------------------------------------------------------------------------------------------
Diluted EPS $ 0.08 $ 0.34
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
For the Six Months Ended June 30,
------------------------------------------------------------------------
1998 1997
--------------------------------- --------------------------------
Income Shares Income Shares
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Calculation of EPS
Income (loss) available to
common shareholders $ 1,198,000 10,714,000 $ 6,136,000 13,342,000
Reduction for contingently
returnable shares as all conditions
were not met as of period end -- (200,000) -- (2,000,000)
------------- ------------- ------------- -------------
Income (loss) available to
common shareholders $ 1,198,000 10,514,000 $ 6,136,000 11,342,000
============= ============= ============= =============
- ----------------------------------------------------------------------------------------------------------------
Basic EPS $ 0.11 $ 0.54
- ----------------------------------------------------------------------------------------------------------------
Effect of Dilutive Securities:
Stock options and warrants $ -- 938,000 $ -- 544,000
Note and stock appreciation
rights agreement 50,000 1,800,000 50,000 1,800,000
Convertible debt 126,000 1,424,000 274,000 2,596,000
------------- ------------- ------------- -------------
Income available to common
shareholders and assumed
conversions $ 1,374,000 14,676,000 $ 6,460,000 16,282,000
============= ============= ============= =============
- ----------------------------------------------------------------------------------------------------------------
Diluted EPS $ 0.09 $ 0.40
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
The number of shares of common stock, along with their respective exercise
prices, underlying options, warrants and convertible debt, which were excluded
from the computation of diluted EPS because their exercise prices were greater
than the average market price of common stock, are listed below.
<TABLE>
<CAPTION>
June 30,
---------------------------
1998 1997
------------ -----------
<S> <C> <C>
Number of shares of common stock exercisable from:
Options 541,000 1,609,000
Warrants 375,000 14,155,000
------------ -----------
916,000 15,764,000
============ ===========
Exercise price ranges $2.19-$4.94 $1.56-$5.00
</TABLE>
Note 6. Acquisition and Sale of Pulsarr
On March 1, 1996, the Company acquired all of the outstanding capital stock of
Pulsarr for cash of $6.5 million and notes payable of $1.3 million. This
acquisition was accounted for under the purchase method of accounting.
On May 6, 1997, the Company sold its Pulsarr subsidiary to Barco NV of Belgium
for $8.4 million. The sale resulted in net cash proceeds to AMV of approximately
$7 million and a reduction of current and long-term debt of approximately $4.6
million. The $5 million gain on the sale was largely a result of previous
reduction in the carrying value of AMV's investment in Pulsarr due to the $4.9
million charge for acquired in-process technology the Company recorded in the
quarter ended March 31, 1996 in conjunction with this acquisition.
The condensed combined statements of operations, shown below as supplemental
information, assume that Pulsarr was sold at the beginning of 1997. However, the
proforma combined balances are not necessarily indicative of balances which
would have resulted had the divestiture occurred as of the beginning of the
three- and six-month periods ending June 30, 1997. Condensed combined statements
of operations are presented below:
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
------------------------------ -----------------------------
1998 1997 1998 1997
-------------- ------------- ------------- -------------
(Actual) (Proforma) (Actual) (Proforma)
<S> <C> <C> <C> <C>
Sales $ 9,087,000 $ 7,259,000 $ 16,190,000 $ 14,386,000
============== ============= ============= =============
Gross profit $ 5,035,000 $ 3,822,000 $ 8,368,000 $ 7,622,000
============== ============= ============= =============
Net income $ 1,016,000 $ 411,000 $ 1,198,000 $ 1,139,000
============== ============= ============= =============
Earnings per share:
Basic $ 0.10 $ 0.04 $ 0.11 $ 0.10
============== ============= ============ =============
Diluted $ 0.08 $ 0.04 $ 0.09 $ 0.09
============== ============= ============ =============
</TABLE>
Note 7. Inventories
Inventories are stated at the lower of cost or market and include material,
labor and related manufacturing overhead. The Company determines cost based on
the first-in, first-out (FIFO) method. Inventories consisted of:
June 30, December 31,
1998 1997
------------- -------------
Raw materials $ 2,229,000 $ 1,584,000
Work-in-process 1,977,000 1,359,000
Finished goods 1,771,000 2,238,000
------------- -------------
$ 5,977,000 $ 5,181,000
============= =============
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
On March 1, 1996, the Company acquired Pulsarr. In May 1997, the Company sold
Pulsarr for $8.4 million (see Note 6 to the Consolidated Financial Statements).
The discussion below pertains to the operations of AMV with Pulsarr through its
disposition date.
The Company's backlog at June 30, 1998, was $4,991,000 compared to $2,464,000 as
of June 30, 1997.
Results of Operations - Comparison between three months ended June 30, 1998 and
June 30, 1997
Sales for the three months ended June 30, 1998 ("Q2 1998") were $9,087,000, up
19% when compared to sales for the three months ended June 30, 1997 ("Q2 1997")
of $7,607,000. Sales for Q2 1997 included Pulsarr sales of $348,000, whereas
sales for Q2 1998 did not include any sales for Pulsarr due to its sale in May
1997. The increase in sales is due to increased demand for SRC products.
Gross profit increased by $1,102,000 to $5,035,000 in Q2 1998 when compared to
$3,933,000 of gross profit in Q2 1997. In Q2 1998, gross profit was 55% of sales
as compared to 52% in Q2 1997. The increase in gross profits is due principally
to a change in product mix and the elimination of lower margin Pulsarr products.
Selling and marketing expense decreased by $34,000 in Q2 1998 from Q2 1997 to
$1,396,000 amounting to 15% of sales in Q2 1998. Similar expenses in Q2 1997
were $1,430,000, or 19% of sales. The decrease in selling and marketing expenses
as a percentage of sales is due to the spreading of the fixed sales costs over a
larger sales base.
Research and development expenses were $1,031,000 and $932,000 in Q2 1998 and Q2
1997, or 11% and 12% of sales, respectively. The increase in research and
development expenses is related to new projects, which include developing new
lighting, camera and software technologies.
General and administrative expenses increased $437,000 to $1,249,000 in Q2 1998
from $812,000 in Q2 1997. The increase in general and administrative expenses is
due principally to costs associated with a project of reevaluating the financial
and operational processes and procedures at SRC in preparation for possible
future growth of SRC's business.
On May 6, 1997, AMV sold Pulsarr to Barco NV of Belgium for $8.4 million,
resulting in a gain of $4,989,000. AMV had purchased Pulsarr on March 1, 1996
for $7.8 million. This gain primarily represents a recovery of the $4,915,000
charge for acquired in-process technology expensed in the quarter ended March
31, 1996.
The decrease in interest expense is due to reduced debt balances.
Net income for Q2 1998 was $1,016,000 as compared to net income of $5,367,000 in
Q2 1997. Excluding the gain on the sale of Pulsarr, net income for Q2 1997 was
$378,000.
Results of Operations - Comparison between six months ended June 30, 1998 and
June 30, 1997
Sales for the six months ended June 30, 1998 ("the 1998 Period") were
$16,190,000, down 4% when compared to sales for the six months ended June 30,
1997 ("the 1997 Period") of $16,944,000. The decrease is due to the exclusion of
Pulsarr's sales of $2,558,000 and a decrease in Ventek's sales of $1,302,000.
These decreases were largely offset by increased sales at SRC of $3,106,000.
Gross profit decreased by 2% to $8,368,000 in the 1998 Period when compared to
$8,540,000 of gross profit in the 1997 Period. In 1998, gross profit was 52% of
sales as compared to 50% in 1997. The increase in gross profit as a percentage
of sales is due to a change in product mix to higher margin products at SRC and
the elimination of lower margin Pulsarr products.
Selling and marketing expense decreased 13% in the 1998 Period from the 1997
Period to $2,333,000 amounting to 14% of sales in 1998. Similar expenses in the
1997 Period were $2,683,000, or 16% of sales. The decrease in selling and
marketing expenses as a percent of sales is the result of spreading the fixed
sales costs at SRC over a larger sales base.
Research and development expenses were $2,181,000 and $1,951,000 in the 1998
Period and the 1997 Period, or 14% and 12% of sales, respectively. The increase
in research and development expense in 1998 is related to new projects, which
include developing new lighting, camera and software technologies.
General and administrative expenses increased $181,000 to $2,025,000 in the 1998
Period from $1,844,000 in the 1997 Period. The increase in general and
administrative expenses is due principally to costs associated with a project of
reevaluating the financial and operational processes and procedures at SRC in
preparation for possible future growth of SRC's business.
On May 6, 1997, AMV sold Pulsarr to Barco NV of Belgium for $8.4 million,
resulting in a gain of $4,989,000. AMV had purchased Pulsarr on March 1, 1996
for $7.8 million. This gain primarily represents a recovery of the $4,915,000
charge for acquired in-process technology expensed in the quarter ended March
31, 1996.
The decrease in interest expense is due to reduced debt balances.
Net income for 1998 was $1,198,000 as compared to a net income of $6,136,000 in
1997. Excluding the gain on the sale of Pulsarr, net income for the 1997 Period
was $1,147,000.
Liquidity and Capital Resources
The Company's cash balance and working capital were $5,005,000 and $10,024,000,
respectively, at June 30, 1998 as compared to $6,045,000 and $9,133,000,
respectively, at December 31, 1997. The Company's long-term debt and equity
balances at June 30, 1998 and December 31, 1997 were similar.
During the 1998 Period, net cash used in operating activities totaled $376,000
compared to cash provided by operating activities of $1,184,000 in the 1997
Period. Larger increases in receivables, inventories and other assets in the
1998 Period as compared to the 1997 Period caused the change in cash used in
operations in the 1998 Period as compared to cash generated in the 1997 Period.
Cash used in investment activities totaled $962,000 in 1998 compared to cash
provided by investment activities of $6,700,000 in 1997. The Company purchased
3.4 acres of land adjacent to its Medford, Oregon facility for approximately
$460,000 during the 1998 Period. The 1997 Period includes approximately $7
million provided from the sale of Pulsarr. The Company has no material
commitments for capital expenditures at June 30, 1998.
Cash provided by financing activities totaled $298,000 in 1998 as compared to
cash used in financing activities of $1,259,000 in 1997. In April 1998, the
Company refinanced its existing $2,680,000 mortgage due 2003 with a new
$3,000,000 mortgage due 2008. The mortgage interest rate was lowered from 9.75%
to 8.3%. Additionally, the Company obtained a $2,000,000 revolving line of
credit that will expire on April 30, 1999. The 1997 Period includes the final
payment of $1,265,000 related to the payoff of a convertible subordinated
secured note.
Management believes that the Company has sufficient cash to enable the Company
to sustain its operations and to adequately fund the cash flow expected to be
used in operating activities for the next twelve months.
Cautionary Statements and Risk Factors
The Company and its representatives may from time to time make written or oral
forward-looking statements with respect to long-term objectives or expectations
of the Company, including statements contained in the Company's filings with the
Securities and Exchange Commission and in its reports to stockholders.
The words or phrases "will likely," "are expected to," "is anticipated," "is
predicted," "forecast," "estimate," "project," "plans to continue," "believes,"
or similar expressions identify "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from historical earnings and those presently
anticipated or projected. The Company wishes to caution readers not to place
undue reliance on any such forward-looking statements, which speak only as of
the date made. In connection with the "Safe Harbor" provisions on the Private
Securities Litigation Reform Act of 1995, the Company is hereby identifying
important factors that could affect the Company's financial performance and
could cause the Company's actual results for future periods to differ materially
from any opinions or statements expressed with respect to future periods in any
current statements.
The Company cautions that the following list of important factors may not be all
inclusive, and it specifically declines to undertake any obligation to publicly
revise any forward-looking statements that have been made to reflect events or
circumstances after the date of such statements or to reflect the occurrence of
anticipated or unanticipated events. Among the factors that could have an impact
on the Company's ability to achieve its operating results and growth plan goals
and/or affect the market price of the Company's stock are:
* The Company's history of losses and negative cash flow.
* Fluctuations in quarterly operating results and seasonality in certain of
of the Company's markets.
* Rapid technological change in the Company's markets and the need for new
product development.
* Market acceptance of the Company's new products.
* AMV's dependence on certain markets and the need to expand into new
markets.
* The lengthy sales cycle for the Company's products.
* The Company's highly competitive marketplace.
* The dependence on certain suppliers.
* The risks associated with dependence upon significant customers and
reliance on certain distributors.
* The risks associated with international sales.
* The uncertain ability to manage growth and integrate acquired businesses.
* Risks associated with acquisitions and other relationships.
* Dependence upon key personnel.
* The Company's ability to protect its intellectual property.
* The possibility of product liability or other legal claims.
* Exposure to possible warranty and litigation claims.
* The possible need for additional financing.
* The impact of the 1998 Shareholder Rights Plan.
* The inability of the Company or its suppliers or customers to remedy
potential problems with information systems related to the arrival of the
year 2000.
These risk factors are discussed in further detail below.
History of Losses; Negative Cash Flow: Prior to 1995 and in 1996, the Company
experienced losses and negative operating cash flow. The Company believes it may
operate at a negative cash flow for certain periods in the future due to (i) the
need to fund certain development projects, (ii) cash required to enter new
market areas, (iii) irregular bookings by customers due to seasonality in some
markets and the relatively high per-unit cost of the Company's products which
may cause fluctuations in quarterly or yearly revenues, (iv) cash required for
the repayment of debt, especially $3.25 million due in July 1999, and (v)
possible cash needed to fully integrate SRC's and Ventek's operations. If the
Company is unable to consistently generate sustained positive cash flow from
operations, the Company must rely on debt or equity financing.
Although the Company achieved profitability in 1995, 1997 and the first half of
1998, there can be no assurance as to the Company's profitability on a quarterly
or annual basis in the future. Furthermore, the non-recurring expenses in early
1996 resulted in a significant loss for the 1996 year.
Fluctuations in Quarterly Operating Results; Seasonality: The Company has
experienced and may in the future experience significant fluctuations in
revenues and operating results from quarter to quarter as a result of a number
of factors, many of which are outside the control of the Company. These factors
include the timing of significant orders and shipments, product mix, delays in
shipment, capital spending patterns of customers, competition and pricing, new
product introductions by the Company or its competitors, the timing of research
and development expenditures, expansion of marketing and support operations,
changes in material costs, production or quality problems, currency
fluctuations, disruptions in sources of supply, regulatory changes and general
economic conditions. These factors are difficult to forecast, and these or other
factors could have a material adverse effect on the Company's business and
operating results. Moreover, due to the relatively fixed nature of many of the
Company's costs, including personnel and facilities costs, the Company would not
be able to reduce costs in any quarter to compensate for any unexpected
shortfall in net sales, and such a shortfall would have a proportionately
greater impact on the Company's results of operations for that quarter. For
example, a significant portion of the Company's quarterly net sales depends upon
sales of a relatively small number of high-priced systems. Thus, changes in the
number of such systems shipped in any given quarter can produce substantial
fluctuations in net sales, gross profits, and net income from quarter to
quarter. In addition, in the event the Company's machine vision systems' average
selling price increases, of which there can be no assurance, the addition or
cancellation of sales may exacerbate quarterly fluctuations in revenues and
operating results.
The Company's operating results may also be affected by certain seasonal trends.
For example, the Company may experience lower sales and order levels in the
first quarter when compared with the preceding fourth quarter due to the
seasonality of certain harvested food items and the timing of annual or
semi-annual customer plant shut-downs during which systems are installed. The
Company expects these seasonal patterns to continue, though their impact on
revenues is expected to decline as the Company continues to expand its presence
in non-agricultural and other markets which are less seasonal.
Rapid Technological Change; Product Development: The markets for the Company's
machine vision products are characterized by rapidly changing technology,
evolving industry standards and frequent new product introductions and
enhancements. For example, the Company believes that the 1995 introduction by
Key Technology, Inc. of its new line of vision sorting equipment adversely
affected bookings in late 1995 and 1996. Sales of the Company's products depend
in part on the continuing development and deployment of new technology and
services and applications. The Company's success will depend to a significant
extent upon its ability to enhance its existing products and develop new
products that gain market acceptance. There can be no assurance that the Company
will be successful in selecting, developing and manufacturing new products or
enhancing its existing products on a timely or cost-effective basis or that
products or technologies developed by others will not render the Company's
products noncompetitive or obsolete. Moreover, the Company may encounter
technical problems in connection with its product development that could result
in the delayed introduction of new products or product enhancements.
Market Acceptance of New Products: The Company's future operating results will
depend upon its ability to successfully introduce and market, on a timely and
cost-effective basis, new products and enhancements to existing products. There
can be no assurance that new products or enhancements, if developed and
manufactured, will achieve market acceptance. The Company is currently in the
initial prototype stage of development on a new high-speed software and digital
signal processing technology designed to significantly improve system
performance. There can be no assurance that a market for this system will
develop (i.e., that a need for the system will exist, that the system will be
favored over other products on the market, etc.) or, if a market does develop,
that the Company will be able, financially or operationally, to market and
support the system successfully.
Dependence on Certain Markets and Expansion Into New Markets: The future success
and growth of the Company is dependent upon continuing sales in domestic and
international food processing markets as well as successful penetration of other
existing and potential markets. A substantial portion of the Company's
historical sales has been in the potato and other vegetable processing markets.
Reductions in capital equipment expenditures by such processors due to commodity
surpluses, product price fluctuations, changing consumer preferences or other
factors could have an adverse effect on the Company's results of operations. The
Company also intends to expand the marketing of its processing systems in
additional food markets such as meat and granular food products, as well as
non-food markets such as plastics, wood products and tobacco, and to expand its
sales activities in foreign markets. In the case of Ventek, the wood products
market served is narrow and cyclical, and saturation of that market and the
potential inability to identify and develop new markets could adversely affect
Ventek's growth rate. The Company may not be able to successfully penetrate
additional food and non-food markets or expand further in foreign markets.
Lengthy Sales Cycle: The sales cycle in the marketing and sale of the Company's
machine vision systems, especially in new markets or in a new application, is
lengthy and can be as long as three years. Even in existing markets, due to the
$150,000 to $600,000 price range for each system and possibly significant
ancillary costs required for a customer to install the system, the purchase of a
machine vision system can constitute a substantial capital investment for a
customer (which may need more than one machine for its particular proposed
application) requiring lengthy consideration and evaluation. In particular, a
potential customer must develop a high degree of assurance that the product will
meet its needs, successfully interface with the customer's own manufacturing,
production or processing system, and have minimal warranty, safety and service
problems. Accordingly, the time lag from initiation of marketing efforts to
final sales can be lengthy.
Competition: The markets for the Company's products are highly competitive. A
major competitor of the Company introduced several years ago a new flat-belt
optical sorter product which has increased the competition that the Company
faces. In the case of Ventek, the wood industry continues to develop alternative
products to plywood (e.g., oriented strand board) which do not require vision
systems for quality control. Some of the Company's competitors, including
Pulsarr, which was sold in May 1997 to a company significantly larger than AMV,
may have substantially greater financial, technical, marketing and other
resources than the Company. Important competitive factors in the Company's
markets include price, performance, reliability, customer support and service.
Although the Company believes that it currently competes effectively with
respect to these factors, the Company may not be able to continue to compete
effectively in the future.
Dependence Upon Certain Suppliers: Certain key components and subassemblies used
in the Company's products are currently obtained from sole sources or a limited
group of suppliers, and the Company does not have any long-term supply
agreements to ensure an uninterrupted supply of these components. Although the
Company seeks to reduce dependence on sole or limited source suppliers, the
inability to obtain sufficient sole or limited source components as required, or
to develop alternative sources if and as required, could result in delays or
reductions in product shipments which could materially and adversely affect the
Company's results of operations and damage customer relationships. The purchase
of certain of the components used in the Company's products require an 8 to 12
week lead time for delivery. An unanticipated shortage of such components could
delay the Company's ability to timely manufacture units, damage customer
relations, and have a material adverse effect on the Company. In addition, a
significant increase in the price of one or more of these components or
subassemblies could adversely affect the Company's results of operations.
Dependence Upon Significant Customers and Distribution Channel: The Company sold
equipment to an unaffiliated customer totaling 14% of sales in 1997 and to two
unaffiliated customers totaling 13% and 12% of sales in 1996. Sales to another
two unaffiliated customers totaled 19% and 16% of sales in 1995. Ventek's sales
have been to a relatively small number of multi-location plywood manufacturers.
In the emerging pulp wood industry, the Company utilizes a single exclusive
distributor for its products in North America. In much of the United States and
in many areas in the rest of the world, the Company has entered an agreement
with FMC Corporation to be its exclusive sales representative. While the Company
strives to create long-term relationships with its customers, distributors and
representatives, there can be no assurance that they will continue ordering or
selling additional systems. The Company may continue to be dependent on a small
number of customers, distributors and representatives, the loss of which would
adversely affect the Company's business.
Risk of International Sales: Due to its export sales, the Company is subject to
the risks of conducting business internationally, including unexpected changes
in regulatory requirements; fluctuations in the value of the U. S. dollar which
could increase the sales prices in local currencies of the Company's products in
international markets; delays in obtaining export licenses, tariffs and other
barriers and restrictions; and the burdens of complying with a variety of
international laws. For example, the possibility of sales to Indonesian
customers has been adversely affected by the recent currency devaluation. In
addition, the laws of certain foreign countries may not protect the Company's
intellectual property rights to the same extent as do the laws of the United
States.
Uncertain Ability to Manage Growth and Integrate Acquired Businesses: As part of
its business strategy, the Company intends to pursue rapid growth. In March and
July 1996, the Company acquired Pulsarr and Ventek. Pulsarr was subsequently
sold in May 1997. A growth strategy involving the integration of new entities,
such as Ventek, will require the establishment of a sales representative and
distribution relationships, expanded customer service and support, increased
personnel throughout the Company and the continued implementation and
improvement of the Company's operational, financial and management information
systems. There is no assurance that the Company will be able to attract
qualified personnel or to accomplish other measures necessary for its successful
integration of Ventek or other acquired entities or for internal growth, or that
the Company can successfully manage expanded operations. As the Company expands,
it may from time to time experience constraints that will adversely affect its
ability to satisfy customer demand in a timely fashion. Failure to manage growth
effectively could adversely affect the Company's financial condition and results
of operations.
Risks Associated With Acquisitions: The Company may pursue strategic
acquisitions or joint ventures in addition to the acquisitions of Pulsarr
(subsequently divested in May 1997) and Ventek as part of its growth strategy.
While the Company presently has no understandings, commitments or agreements
with respect to any further acquisition, the Company anticipates that one or
more potential opportunities may become available in the future. Acquisitions
and joint ventures would require investment of operational and financial
resources and could require integration of dissimilar operations, assimilation
of new employees, diversion of management resources, increases in administrative
costs and additional costs associated with debt or equity financing. For these
reasons, any acquisition or joint venture by the Company may have an adverse
effect on the Company's results of operations or may result in dilution to
existing shareholders. If additional attractive opportunities become available,
the Company may decide to pursue them actively. Any future acquisitions or joint
ventures may materially and adversely affect the Company.
Dependence Upon Key Personnel: The Company's success depends to a significant
extent upon the continuing contributions of its key management, technical, sales
and marketing and other key personnel. Except for William J. Young, the
Company's President and Chief Executive Officer, Alan R. Steel, the Company's
Chief Financial Officer, Dr. James Ewan, SRC's President and Chief Executive
Officer, and the four former stockholders of Ventek, the Company does not have
long-term employment agreements or other arrangements with such individuals
which would encourage them to remain with the Company. The Company's future
success also depends upon its ability to attract and retain additional skilled
personnel. Competition for such employees is intense. The loss of any current
key employees or the inability to attract and retain additional key personnel
could have a material adverse effect on the Company's business and operating
results.
Intellectual Property: The Company's competitive position may be affected by its
ability to protect its proprietary technology. Although the Company has a number
of United States and foreign patents, such patents may not provide meaningful
protection for its product innovations. The Company may experience additional
intellectual property risks in international markets where it may lack patent
protection.
Product Liability and Other Legal Claims: From time to time, the Company may be
involved in litigation arising out of the normal course of its business,
including product liability, patent and other legal claims. While the Company
has a general liability insurance policy which includes product liability
coverage up to an aggregate amount of $10 million, the Company may not be able
to maintain product liability insurance on acceptable terms in the future.
Litigation, regardless of its outcome, could result in substantial cost to and
diversion of effort by the Company. Any infringement claims or litigation
against the Company could materially and adversely affect the Company's
business, operating results and financial condition. If a substantial product
liability or other legal claim against the Company were sustained that was not
covered by insurance, there could be an adverse effect on the Company's
financial condition and marketability of the affected products.
Warranty Exposure and Performance Specifications: The Company generally provides
a one-year limited warranty on its products. In addition, for certain
custom-designed systems, the Company contracts to meet certain performance
specifications. In the past, the Company has incurred higher warranty expenses
related to new products than it typically incurs with established products. The
Company may incur substantial warranty expenses in the future with respect to
new products, as well as established products, or with respect to its
obligations to meet performance specifications, which may have an adverse effect
on its results of operations and customer relationships.
Possible Need for Additional Financing: The Company may seek additional
financing; however, the Company may not be able to obtain any additional
financing on terms satisfactory to the Company, if at all. Potential increases
in the number of outstanding shares of the Company's Class A Common Stock due to
convertible debt, warrants and stock options, a substantial loss in 1996 and
debt incurred for the acquisition of Ventek due in 1999, may limit the Company's
ability to negotiate additional debt or equity financing.
Shareholder Rights Plan: In February 1998, the Company implemented a stock
rights program. Pursuant to the program, stockholders of record on February 27,
1998 received a dividend of one right to purchase for $15 one one-hundredth of a
share of a newly created Series A Junior Participating Preferred Stock. The
rights are attached to AMV's Class A Common Stock and will also become attached
to shares issued in the future. The rights will not be traded separately and
will not become exercisable until the occurrence of a triggering event, defined
as an accumulation by a single person or group of 20% or more of AMV's Class A
Common Stock. The rights will expire on February 26, 2008 and are redeemable at
$.0001 per right.
After a triggering event, the rights will detach from the Class A Common Stock.
If AMV is then merged into, or is acquired by, another corporation, the Company
has the opportunity to either (i) redeem the rights or (ii) permit the rights
holder to receive in the merger stock of AMV or the acquiring company equal to
two times the exercise price of the right (i.e., $30). In the latter instance,
the rights attached to the acquirer's stock become null and void. The effect of
the rights program is to make a potential acquisition of the Company more
expensive for the acquirer if, in the opinion of AMV's Board of Directors, the
offer is inadequate.
While the Company is not aware of any current intent to acquire a sufficient
number of shares of the Company's common stock to trigger distribution of the
Rights, existence of the Rights could discourage offers for the Company's stock
that may exceed the current market price of the stock, but that the Board of
Directors deems inadequate.
Year 2000 Issues: AMV has established a company-wide initiative to examine the
implications of the Year 2000 on the Company's computing systems and related
technologies, and to assess the potential need for changes. The Company has
identified areas of potential business impact, and appropriate modifications to
its computing systems are underway. Management believes this will be
accomplished in a timely manner. The Company is also communicating with
suppliers and customers to coordinate Year 2000 conversion. Management does not
currently believe that the costs related to the Company's compliance with the
Year 2000 issue will have a material adverse effect on the Company's financial
position, results of operations or cash flows. However, in the event that the
Company or any of the Company's significant suppliers or customers experience
disruptions due to the Year 2000 issue, the Company's operations could be
adversely affected.
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
Number Description
- ------- -----------
3.1 Restated Articles of Incorporation of the Company as amended to date.
(8)
3.2 Restated and Amended By-Laws of the Company. (2)
4.1 Form of Class D Warrant Agreement. (1)
4.2 Form of Class G Warrant Agreement. (3)
4.3 Form of Class H Warrant Agreement. (7)
4.4 Form of Class I Warrant Agreement. (5)
4.5 Form of Laidlaw Warrant Agreement. (5)
4.6 Form of stock option agreement. (4)
4.7 Form of 1997 Restricted Stock Plan and restricted stock agreement.
(6)
4.8 Rights Agreement dated February 27, 1998 between the Company and
American Stock Transfer and Trust Company. (12)
4.9 Amendment to Class I Warrant Agreement. (14)
10.1 Form of Indemnity Agreement between the Company and each of its
officers and directors. (1)
10.2 Employment Agreement between Alan R. Steel and the Company dated
January 1, 1998. (13)
10.3 Employment Agreement between William J. Young and the Company dated
January 1, 1998. (13)
10.4 Employment Agreement between William J. Young and SRC VISION, Inc.
dated January 1, 1998. (13)
10.5 Employment Agreement between James Ewan and SRC VISION, Inc. dated
January 1, 1998. (13)
10.6 Subscription Agreement dated April 9, 1996, between the Company
and Swiss American Securities, Inc., as agent for Credit Suisse,
related to the private placement of $3,400,000 of convertible
secured notes. (3)
10.7 Convertible Secured Note dated April 17, 1996, between the Company
and Ilverton International, Inc. (7)
10.8 Asset Purchase Agreement dated July 24, 1996, by and among AMV,
Ventek and the shareholders of Ventek. (5)
10.9 $1,000,000 Note dated July 24, 1996, between AMV and Ventek. (5)
10.10 $2,250,000 Convertible Note dated July 24, 1996, between AMV and
Ventek. (5)
10.11 $1,125,000 Note dated July 24, 1996, between AMV and Ventek. (5)
10.12 Stock Appreciation Rights Agreement dated July 24, 1996 between AMV
and Ventek. (5)
10.13 Form of Employment Agreement dated July 24, 1996 between Ventek and
each of the four stockholders of Ventek. (5)
10.14 Pledge and Security Agreement dated July 24, 1996, by and among AMV,
AMV Subsidiary, Inc., Ventek and Solin and Associates, P.C. (5)
10.15 1997 SRC VISION, Inc. Stock Option Plan and forms of stock option
agreements. (11)
10.16 Plan of Merger between ARC Capital and AMV to effect an amendment to
the Company's Articles of Incorporation to change the Company's name
from ARC Capital to Advanced Machine Vision Corporation. (8)
10.17 Share Purchase Agreement dated April 29, 1997 between Barco NV and
ARC Netherlands BV. (9)
10.18 Settlement Agreement dated August 12, 1997. (10)
10.19 1997 Nonqualified Stock Option Plan and form of option agreement.
(10)
10.20 Business Loan Agreement dated April 30, 1998 between AMV and Bank of
America NT&SA, together with related documents.
10.21 Promissory Note dated April 24, 1998 to Bank of America NT&SA,
together with related documents.
10.22 $250,000 Note dated June 5, 1998 from Rodger A. Van Voorhis to
Ventek. (14)
27 Financial Data Schedule.
- ----------------------
(1) Previously filed as an exhibit to Form S-1 (File No. 33-45126).
(2) Previously filed as an exhibit to Form S-3 (File No. 333-10847).
(3) Filed with the SEC on April 14, 1996, as an exhibit to the Company's
Form 10-K for the year ended December 31, 1995.
(4) Filed with the SEC as an exhibit to Form S-1 (File No. 33-45126).
(5) Filed with the SEC on July 30, 1996, as an exhibit to the Company's
Form 8-K dated July 24, 1996.
(6) Filed with the SEC on January 22, 1997, as an exhibit to the
Company's Form 8-K dated January 9, 1997.
(7) Filed with the SEC on May 14, 1996, as an exhibit to the Company's
Form 10-Q for the quarter ended March 31, 1996.
(8) Filed with the SEC on May 14, 1997 as an exhibit to the Company's
Form 10-Q for the quarter ended March 31, 1997.
(9) Filed with the SEC on May 9, 1997 as an exhibit to the Company's
Form 8-K regarding the sale of Pulsarr.
(10) Filed with the SEC on October 30, 1997 as an exhibit to the Company's
Form 10-Q for the quarter ended September 30, 1997.
(11) Filed with the SEC on March 31, 1997 as an exhibit to the Company's
Form 10-K for the year ended December 31, 1996.
(12) Filed with the SEC on February 20, 1998 as an exhibit to the
Company's Form 8-A.
(13) Filed with the SEC on February 27, 1998 as an exhibit to the
Company's Form 8-K regarding implementation of a stock rights program
and employment contracts.
(14) Filed with the SEC on June 15, 1998 as an exhibit to the Company's
Form 8-K dated June 5, 1998.
(b) Reports on Form 8-K:
On February 27, 1998, a Form 8-K was filed regarding the
implementation of a stock rights program and employment contracts.
On June 15, 1998, a Form 8-K was filed regarding a $250,000 loan to a
director and reduction in the number of shares of common stock
issuable upon exercise of the Class I Warrant.
SIGNATURE
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.
August 4, 1998 /s/ Alan R. Steel
- ------------------------------- -------------------------------
Alan R. Steel
Vice President, Finance
(Principal Financial and duly
Authorized Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the June
30, 1998 financial statements and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
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<NAME> ADVANCED MACHINE VISION CORPORATION
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<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
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</TABLE>
