<PAGE>
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
OR
( ) 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 0-24172
METROLOGIC INSTRUMENTS, INC.
-----------------------------------------------
(Exact name of registrant as specified in its charter)
New Jersey 22-1866172
- - -------------------------------- --------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Coles Road at Route 42, Blackwood, New Jersey 08012
- - --------------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
(609)228-8100
--------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No__.
---
As of May 3, 1996 there were 5,250,785 shares of Common Stock, $.01 par value
per share, outstanding.
<PAGE>
METROLOGIC INSTRUMENTS, INC.
INDEX
<TABLE>
<CAPTION>
Page
No.
<S> <C>
Part I - Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
March 31, 1996 and December 31, 1995 3
Condensed Consolidated Statements of Operations -
Three Months Ended March 31, 1996 and 1995 4
Condensed Consolidated Statements of Cash Flows - Three
Months Ended March 31, 1996 and 1995 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
Part II - Other Information
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security
Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 13
</TABLE>
Exhibit Index
Statement Regarding Computation of Per Share
Earnings.
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
METROLOGIC INSTRUMENTS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
------------- ------------
ASSETS (Unaudited)
- - ------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 10,322 $ 12,065
Accounts receivable, net of allowance of
$502 and $224 in 1996 and 1995,
respectively 7,145 6,924
Inventory 4,822 3,456
Deferred income taxes 1,405 1,314
Other current assets 788 506
-------- --------
Total current assets 24,482 24,265
Property, plant, and equipment, net 4,361 3,880
Patents and trademarks, net of
amortization of $377 and $356
in 1996 and 1995, respectively 917 878
Holographic technology, net of
amortization of $7 and $0 in
1996 and 1995, respectively 796 468
Security deposits and other 608 459
Deferred income taxes 1,411 1,451
-------- --------
Total assets $ 32,575 $ 31,401
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- - ------------------------------------
Current liabilities:
Line of credit $ 132 $ 175
Current portion of notes payable 294 390
Accounts payable 3,121 2,301
Accrued expenses 6,320 6,067
Accrued legal settlement 582 599
-------- --------
Total current liabilities 10,449 9,532
Notes payable, net of current portion 740 817
Due to former officer, net of current portion 34 84
Deferred income taxes 38 42
Accrued legal settlement 2,906 3,000
Stockholders' equity
Preferred stock, $.01 par value:
authorized shares - 500,000
issued shares - none - -
Common stock, $.01 par value:
authorized shares - 10,000,000
issued and outstanding shares -
5,250,785 in 1996 and 5,249,150 in 1995 53 52
Additional paid-in capital 14,826 14,807
Retained earnings 3,111 2,621
Deferred compensation (31) (37)
Translation adjustment 449 483
-------- --------
Total stockholders' equity 18,408 17,926
-------- --------
Total liabilities and stockholders' equity $ 32,575 $ 31,401
======== ========
</TABLE>
See accompanying notes.
3
<PAGE>
METROLOGIC INSTRUMENTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1996 1995
----------- -----------
(Unaudited)
<S> <C> <C>
Sales $ 10,342 $ 10,497
Cost of sales 6,271 5,526
---------- ----------
Gross profit 4,071 4,971
Selling, general and administrative
expenses 2,559 2,582
Research and development expenses 797 663
---------- ----------
Operating income 715 1,726
Other income (expense)
Interest expense (29) (7)
Interest income 130 137
Other income (expense) (14) 5
---------- ----------
Total other income (expense) 87 135
---------- ----------
Income before provision
for income taxes 802 1,861
Provision for income taxes 312 754
---------- ----------
Net income $ 490 $ 1,107
========== ==========
Net income per share $ 0.09 $ 0.21
========== ==========
Weighted average number of shares
used in computing net income per
share 5,261,473 5,350,000
========== ==========
</TABLE>
See accompanying notes.
4
<PAGE>
METROLOGIC INSTRUMENTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1996 1995
------ ------
<S> <C> <C>
(Unaudited)
OPERATING ACTIVITIES:
Net cash used in
operating activities $ (349) $ (296)
INVESTING ACTIVITIES:
Acquisition of Holoscan, Inc. including
holographic technology, net of cash
acquired (521) -
Purchase of equipment and
building improvements (640) (304)
Expenditures on patents
and trademarks (60) (39)
--------- ---------
Net cash used in investing activities (1,221) (343)
FINANCING ACTIVITIES:
Net proceeds from exercise of stock options
and employee stock purchase plan 14 24
(Payments) on proceeds from line of credit (37) -
Repayments of amounts due to
former officer (50) (50)
Principal payments of notes payable (134) -
Capital lease payments (39) -
--------- ---------
Net cash used in
financing activities (246) (26)
Effect of exchange rate changes
on cash 73 (9)
--------- ---------
Net decrease in cash (1,743) (674)
Cash at beginning of period 12,065 11,925
--------- ---------
Cash at end of period $ 10,322 $ 11,251
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid for interest $ 29 $ 7
========= =========
Cash paid for income taxes $ 730 $ 40
========= =========
Capital lease obligations incurred $ - $ 440
========= =========
</TABLE>
See accompanying notes.
5
<PAGE>
METROLOGIC INSTRUMENTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(AMOUNT IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
1. Business
--------
Metrologic Instruments, Inc., and its wholly owned subsidiaries (the
"Company") designs, manufactures and markets bar code scanning equipment
incorporating laser and holographic technology. These scanners rapidly,
accurately and efficiently read and decode all widely used bar codes and provide
an efficient means for data capture and automated data entry into computerized
systems.
2. Accounting Policies
-------------------
Interim Financial Information
The accompanying unaudited Condensed Consolidated Financial Statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and 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
solely of normal recurring adjustments) necessary for a fair presentation of the
Condensed Consolidated Financial Statements have been included. The results of
the interim periods are not necessarily indicative of the results to be obtained
for a fiscal year. The Condensed Consolidated Financial Statements and these
Notes should be read in conjunction with Management's Discussion and Analysis of
Financial Condition and Results of Operations contained in this Form 10-Q and
the Company's Annual Report on Form 10-K for the year ended December 31, 1995,
including the Consolidated Financial Statements and the Notes to Consolidated
Financial Statements for the year ended December 31, 1995.
3. Inventory
---------
Inventory consisted of the following:
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
-------- -----------
<S> <C> <C>
Raw materials $2,038 $1,698
Work-in-process 1,778 1,311
Finished goods 1,006 447
------ ------
$4,822 $3,456
====== ======
</TABLE>
4. Net Income Per Share
--------------------
Net income per share is calculated based on net income and the weighted
average shares outstanding and common stock equivalents during the three months
ended March 31, 1996 and 1995.
6
<PAGE>
5. Commitments and Contingencies
-----------------------------
The Company files domestic and foreign patent applications to protect its
technological position and new product development. From time to time, the
Company receives legal challenges to the validity of its patents or allegations
that its products infringe the patents of others.
The Company is a party to a legal action alleging that the Company's prior
version of one of its scanners infringes a patent held by another company. The
Company has filed a counterclaim for a declaratory judgment asserting that the
plaintiff's patent is invalid and management believes this action will not
result in any material damages.
Since 1995, the Company and a competitor have been negotiating an extensive
cross-licensing of patents for which the Company and the competitor may pay
royalties to each other under certain circumstances. There can be no assurance
that these negotiations will result in the execution of a definitive agreement
by the Company and the competitor, or that patent litigation between the Company
and the competitor will not result if the current negotiations are unsuccessful.
6. Incentive Plan
--------------
The Incentive Committee of the Board of Directors granted incentive and
non-qualified stock options as well as restricted stock awards pursuant to the
Company's Incentive Plan to certain eligible employees and a Board member in
1994. As of March 31, 1996, an aggregate of 11,722 of said incentive stock
options had been exercised by employees of the Company, and an aggregate of
4,000 restricted stock grants vested and were issued to senior executive
officers. There have been no incentive stock options exercised by executive
officers or Board members.
7. Employee Stock Purchase Plan
----------------------------
The Company's Board of Directors has implemented an Employee Stock
Purchase Plan whereby eligible employees have the opportunity to acquire the
Company's common stock through payroll deductions, quarterly, at 90% of the
lower of (a) the fair market value of the stock on the first day of the
applicable quarterly offering period or (b) the fair market value of the stock
on the last day of the applicable quarterly offering period.
As of March 31, 1996, an aggregate of 10,065 shares had been purchased by
employees of the Company, including shares purchased by senior executive
officers, through the Employee Stock Purchase Plan.
8. Notes Payable
-------------
The Company has an unsecured revolving demand loan with a bank which allows
for maximum borrowings of $5,000. The demand loan, which expires on June 30,
1996, bears interest at the bank's prime rate, which was 8.25% at March 31,
1996. The demand loan agreement requires the Company to comply with certain
financial covenants. As of May 3, 1996, no amounts were outstanding under the
revolving demand loan.
7
<PAGE>
On January 31, 1996, the Company paid a note payable which related to the
patent litigation settlement entered into in December 1993. The note
represented the excess of the minimum obligation of the related patent
litigation settlement for the year ended December 31, 1993. (See Item 2.
"Management's Discussion and Analysis of Financial Condition and Results of
Operations.")
9. Acquisition of Holoscan, Inc. including Holographic Technology
--------------------------------------------------------------
The Company exercised its option to purchase all of the outstanding shares
of common stock of Holoscan, Inc. on March 1, 1996 for $521, net of cash
acquired. The Company purchased a 51% interest in Holoscan, Inc. in 1995 in the
form of non-voting, convertible preferred stock for $360. Concurrent with the
exercise of the above option, the Company converted the non-voting, convertible
preferred stock to an equal number of shares of Holoscan, Inc. common stock and
now owns 100% of Holoscan, Inc.
The Company has consolidated the assets and liabilities and results of
operations and cash flows of Holoscan, Inc. for the period March 1, 1996 to
March 31, 1996. The amount by which consideration paid by Metrologic for the
acquisition exceeded identifiable assets less liabilities was recorded as
holographic technology which will be amortized over ten years. For the period
March 1, 1996 through March 31, 1996, $7 was recorded as amortization of the
holographic technology.
Pursuant to an option agreement entered into by the Company, Holoscan, Inc.
and the holders of all of Holoscan, Inc.'s outstanding common stock and options
and warrants to purchase common stock (collectively, the "Holders"), the Company
agreed to pay to each Holder, through 1998, a payment based on the Company's
sales of certain holographic laser scanners. Such payments in future periods
will be considered additions to the holographic technology account and amortized
over the remainder of the ten year period commencing March 1, 1996.
(The remainder of this page is intentionally left blank.)
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion of the Company's results of operations and
liquidity and capital resources should be read in conjunction with the unaudited
Condensed Consolidated Financial Statements of the Company and the related Notes
thereto appearing elsewhere in this Form 10-Q and the Consolidated Financial
Statements and the Notes to the Consolidated Financial Statements for the year
ended December 31, 1995 appearing in the Company's Form 10-K for the year ended
December 31, 1995. The Condensed Consolidated Financial Statements for the three
month periods ended March 31, 1996 and 1995 are unaudited.
The Company derives its revenues from sales of its scanners through
distributors, value added resellers ("VARs") and original equipment
manufacturers ("OEMs") and directly to end-users in the United States and in
over 80 foreign countries. Since 1991, the Company has experienced growth in
revenues with a significant percentage of its revenues derived from
international sales. However, the Company experienced a decline in sales and
net income in the first quarter of 1996 compared with the first quarter of 1995
primarily due to the previously reported increase in competitive pressures in
the point-of-sale ("POS") scanner market which resulted in lower selling prices
on certain products, and increased research and development expenses related to
holographic technology.
Results of Operations
Three Months Ended March 31, 1996 Compared with Three Months Ended March 31,
1995
Sales decreased $155,000 or 1.5%, to $10,342,000 in the three months ended
March 31, 1996 from $10,497,000 in the three months ended March 31, 1995,
principally as a result of increased competitive pressures in the POS scanner
market which resulted in lower selling prices on certain products, and also
resulted from reduced sales to one customer compared to the same period a year
ago (see below). International sales accounted for $5,905,000 (57.1% of total
sales) in the three months ended March 31, 1996 and $5,970,000 (56.9% of total
sales) in the three months ended March 31, 1995. One customer accounted for
approximately 8.6% and 11.3% of the Company's revenues in the three months
ended March 31, 1996 and 1995, respectively. Another customer accounted for
approximately 5.8% of the Company's revenues, and a third customer accounted for
approximately 5.3% of the Company's revenues in the three months ended March 31,
1996. During the same periods no other customers accounted for more than 5% of
the Company's revenues.
Cost of sales increased to $6,271,000 in the three months ended March 31,
1996 from $5,526,000 in the three months ended March 31, 1995, a 13.5% increase,
and cost of sales as a percentage of sales increased to 60.6% from 52.6%. Both
the increase in the cost of sales and the increase in cost of sales as a
percentage of sales were due primarily to the reduction in average unit selling
prices on certain products described above.
Selling, general and administrative expenses decreased to $2,559,000 in the
three months ended March 31, 1996 from $2,582,000 in the three months ended
March 31, 1995, a 0.9% decrease, and increased as a percentage of sales from
24.6% to 24.7%. The decrease was due largely to legal expenses incurred in the
three months ended March 31, 1995 related to a patent infringement lawsuit. (See
Part II - Other Information, Item 1. Legal Proceedings). No legal expenses were
incurred in the three months ended March 31, 1996 related to this lawsuit.
9
<PAGE>
Research and development expenses increased 20.2% to $797,000 in the three
months ended March 31, 1996 from $663,000 in the three months ended March 31,
1995. The increase was caused by the hiring of additional research and
development personnel and higher research and development expenditures
associated with the development of the Company's holographic scanner technology,
including the consummation of the Company's acquisition of Holoscan, Inc.
Operating income decreased 58.6% to $715,000 in the three months ended
March 31, 1996 from $1,726,000 in the three months ended March 31, 1995, and
operating income as a percentage of sales decreased to 6.9% in the three months
ended March 31, 1996 from 16.4% in the three months ended March 31, 1995.
These decreases were principally due to the increased research and development
expenses and the reduction of average unit selling prices of certain of the
Company's products noted above.
Other income (expense) decreased to $87,000 in the three months ended March
31, 1996 from $135,000 in the three months ended March 31, 1995. Other income
(expense) consisted principally of interest income in the amount of $130,000 in
the three months ended March 31, 1996 and $137,000 in the three months ended
March 31, 1995, and interest expense in the amount of $29,000 in the three
months ended March 31, 1996 and $7,000 in the three months ended March 31, 1995.
Net income decreased 55.7% to $490,000 in the three months ended March 31,
1996 from $1,107,000 in the three months ended March 31, 1995. Net income
reflects a 38.9% effective income tax rate in the first quarter of 1996 compared
with 40.5% in the first quarter of 1995. The reduced effective income tax rate
resulted primarily from the April 1, 1995 incorporation of Metrologic
Instruments (Barbados), Inc. of South America, a foreign sales corporation, in
accordance with the United States Internal Revenue Code, which effectively
permits the Company to reduce its U.S. federal income tax liability resulting
from sales to foreign corporations.
Inflation and Seasonality
Inflation and seasonality have not had a material impact on the Company's
results of operations. There can be no assurance, however, that the Company's
sales in future years will not be impacted by fluctuations in seasonal demand
from European customers in its third quarter or from reduced production days in
its fourth quarter.
Liquidity and Capital Resources
As of March 31, 1996 and December 31, 1995, the Company's working capital
was approximately $14,033,000 and $14,733,000, respectively.
During the three months ended March 31, 1996, the Company satisfied its
cash requirements of net cash used in operating activities, which increased to
$349,000 in the quarter ended March 31, 1996 from $296,000 for the quarter ended
March 31, 1995 from its cash and cash equivalent funds. The increase in cash
used in operating activities in the three months ended March 31, 1996 primarily
resulted from a reduction in net income, and an increase in inventory which was
required to fulfill sales backlog for the three months ending June 30, 1996,
which was offset by an increase in accounts payable and accrued expenses.
The Company's primary uses of cash have been for operating expenses,
research and development expenses, capital expenditures, investments in patents
and trademarks and the acquisition of Holoscan, Inc. including holographic
technology.
10
<PAGE>
Pursuant to the settlement of a patent lawsuit in December 1993, the
Company is required to pay amounts based on gross sales commencing in 1993 for a
12 year period with an aggregate maximum of $7,500,000 and an aggregate minimum
of $4,450,000, which was charged to net income in 1993. Annual minimum payment
obligations are $375,000. In addition to such minimum obligations for 1996, the
Company incurred approximately $113,000 pursuant to the settlement agreement
during the three months ended March 31, 1996. On January 31, 1996, the Company
paid a note payable relating to the patent litigation settlement which
represented the excess of the minimum obligation for the year ended December 31,
1993.
The Company's total deferred income tax asset (current and long-term) of
approximately $2,816,000 is based upon cumulative temporary differences as of
March 31, 1996, which provide approximately $6,549,000 of future income tax
deductions against future taxable income. The temporary differences arise
primarily from recording the patent lawsuit settlement as an expense for
accounting purposes prior to receiving the related tax benefit.
The Company has an Amended and Restated Loan Agreement with Midlantic Bank,
N.A. for an unsecured $5,000,000 revolving loan facility expiring on June 30,
1996. The revolving loan facility requires the Company to comply with certain
financial covenants and other restrictions. As of April 30, 1996, the Company
was in compliance with the financial covenants and no amounts were outstanding
under this revolving loan facility. The Company expects to extend or renew the
revolving demand loan facility at terms similar to the existing facility.
The Company also has a 500,000 deutsche mark (approximately $340,000 as of
March 31, 1996) unsecured revolving credit facility with Bayerische Hypotheken-
Und Wechsel-Bank in the name of its German subsidiary, Metrologic Instruments
GmbH. As of April 30, 1996, approximately $87,000 ($132,000 at March 31, 1996)
was outstanding under this revolving credit facility.
The Company's current plans for additional capital expenditures in 1996
include manufacturing automation equipment, office equipment and a newly
integrated management information system, in the aggregate amount of
approximately $800,000, and leasehold improvements and other costs relating to
the Company's office and manufacturing facility expansion in the amount of
approximately $300,000.
Although historically the Company has experienced only insignificant
foreign currency transaction losses, in the future the Company's liquidity could
be adversely affected by changes in foreign currency exchange rates.
On March 1, 1996, the Company exercised its option under its March 1995
Option Agreement (as defined herein) with Holoscan, Inc. of San Jose, California
and the holders of all of Holoscan's common stock and options and warrants to
purchase common stock (collectively, the "Holders") to acquire the outstanding
equity securities of Holoscan, and made payments aggregating approximately
$521,000. (See also Part II, Item 5. "Other Information.")
The Company believes that its current cash and cash equivalents balances,
along with cash generated from operations and the available revolving credit
facilities with banks, will be adequate to fund the Company's operations through
at least the next twelve months.
11
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On July 7, 1992, PSC, Inc. ("PSC"), a competitor of the Company, filed a
lawsuit in the United States District Court for the Western District of New York
(the "Court") against the Company, alleging that the Company's prior version of
its MS900 series of hand-held scanners infringed a PSC patent. The complaint
seeks an injunction and damages in an unstated amount. The Company filed a
counterclaim for a declaratory judgment asserting that the PSC patent is invalid
and that the Company's prior version of its MS900 series of hand-held scanners
did not infringe such patent. On October 13, 1995, the Court interpreted the
claims of the PSC patent in a patent infringement lawsuit filed by PSC against
another competitor. Based upon that interpretation, it is the Company's belief
that the MS900 series scanners do not infringe the subject patent. Accordingly,
on October 20, 1995, Metrologic filed for a motion seeking summary judgment of
non-infringement. In response, the Court stayed this action, including the
motion for summary judgment, pending the outcome of the appeal filed by PSC in
the other patent infringement lawsuit. The Company redesigned its MS900 series
of hand-held scanners in 1993 in an effort to avoid any interruption of sales
which would result from the possibility of the entry of an injunction and to
minimize any damage award that PSC might receive. While the Company believes
that PSC will not prevail on this infringement claim with respect to the
redesigned MS900 series of hand-held scanners, there can be no assurance that
PSC will not prevail. While the amount of any potential damage award is
presently unknown, the Company believes that an adverse decision in this action
would not have a material adverse effect on the Company. However, patent damage
awards are unpredictable and there can be no certainty with respect to the size
of any such award.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
In March 1995, the Company, Holoscan and the Holders entered into a stock
purchase agreement (the "Stock Purchase Agreement") and an option agreement (the
"Option Agreement"). Pursuant to the terms of the Stock Purchase Agreement, the
Company purchased for $360,000 shares of Holoscan's convertible preferred stock.
The Company elected to convert these shares of convertible preferred stock into
shares of common stock on March 1, 1996, resulting in the Company's ownership of
51% of the
12
<PAGE>
outstanding Holoscan common stock. Pursuant to the Option Agreement,
the Holders granted the Company an option to acquire from each Holder the equity
securities of Holoscan owned by such Holder. In addition, the Company agreed to
pay to each Holder, through 1998, a payment based on the Company's sales of
certain holographic laser scanners. In the absence of such sales, the Holders
may obtain an exclusive license for certain technology related to the
holographic laser scanner, in consideration for which the Holders will pay a
royalty to the Company. On March 1, 1996, the Company exercised its option under
the Option Agreement and acquired the remaining 49% of the outstanding Holoscan
common stock and other outstanding equity securities of Holoscan from the
Holders. As a result, Holoscan is a wholly-owned subsidiary of the Company. (See
also Part I, Item 2. - "Management's Discussion and Analysis of Financial
Condition and Results of Operations").
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
EXHIBIT NUMBER
11 Statement Regarding Computation of Per
Share Earnings.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter for which
this report on Form 10-Q is being filed.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.
METROLOGIC INSTRUMENTS, INC.
Date: May 10, 1996 By:/s/ C. Harry Knowles
---------------- -----------------------
C. Harry Knowles
Chairman of the Board,
President and Chief Executive
Officer
Date: May 10, 1996 By:/s/Thomas E. Mills IV
---------------- -------------------------
Thomas E. Mills IV
Vice President Finance &
Chief Financial Officer
(Principal Financial Officer)
14
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. PAGE
NO.
11 Statement Regarding Computation of Per Share Earnings 16
15
<PAGE>
Exhibit 11
Statement Re: Computation of Per Share Earnings
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1996 1995
------------------
(Unaudited)
<S> <C> <C>
Primary
Average shares outstanding 5,249 5,225
Net effect of dilutive
stock options - based on
the treasury stock
method using average
market price 7 115
Net effect of dilutive
restricted stock grants 5 10
------ ------
Total 5,261 5,350
====== ======
Net income $ 490 $1,107
====== ======
Per share amount $ 0.09 $ 0.21
====== ======
Fully Diluted
Average shares outstanding 5,249 5,225
Net effect of dilutive
stock options - based on
the treasury stock
method using average
market price 31 115
Net effect of dilutive
restricted stock grants 5 10
------ ------
Total 5,285 5,350
====== ======
Net income $ 490 $1,107
====== ======
Per share amount $ 0.09 $ 0.21
====== ======
</TABLE>
16
