UNITED STATES
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, 2000
Commission File No. 1-15729
PARAGON TECHNOLOGIES, INC.
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(Exact Name Of Registrant As Specified In Its Charter)
Pennsylvania 22-1643428
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(State Or Other Jurisdiction Of (I.R.S. Employer
Incorporation Or Organization) Identification No.)
600 Kuebler Road, Easton, PA 18040
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(Address Of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: 610-252-7321
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SI HANDLING SYSTEMS, INC.
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(Former Name of Registrant)
Indicate by checkmark 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
----- -----
Number of shares of common stock, par value $1.00 per share, outstanding as of
June 30, 2000: 4,184,878.
---------
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements
------ --------------------
Paragon Technologies, Inc. and Subsidiary
Consolidated Balance Sheets
June 30, 2000 (Unaudited) and December 31, 1999
(In Thousands, Except Share Data)
<TABLE>
<CAPTION>
June December
30, 2000 31, 1999
---------- ----------
<S> <C> <C>
Assets
------
Current assets:
Cash and cash equivalents, principally
time deposits $ 6,769 6,242
------ ------
Receivables:
Trade (net of allowance for doubtful
accounts of $62 as of June 30, 2000
and $54 as of December 31, 1999) 8,986 6,824
Notes and other receivables 435 952
------ ------
Total receivables 9,421 7,776
------ ------
Costs and estimated earnings in excess
of billings 793 1,864
------ ------
Inventories:
Raw materials 1,890 1,819
Finished goods and work-in-process 794 1,586
------ ------
Total inventories 2,684 3,405
------ ------
Deferred income tax benefits 1,684 1,684
Prepaid expenses and other current assets 351 715
------ ------
Total current assets 21,702 21,686
------ ------
Property, plant and equipment, at cost:
Land 327 327
Buildings and improvements 3,717 3,717
Machinery and equipment 6,296 6,078
------ ------
10,340 10,122
Less: accumulated depreciation 7,089 6,788
------ ------
Net property, plant and equipment 3,251 3,334
------ ------
Deferred income tax benefits 260 260
Investments in joint ventures 1,471 1,399
Excess of cost over fair value of net assets
acquired, less amortization of $349 as of
June 30, 2000 and $116 as of
December 31, 1999 18,291 18,524
Other assets, at cost less accumulated
amortization of $154 as of June 30, 2000
and $121 as of December 31, 1999 169 203
------ ------
Total assets $ 45,144 45,406
====== ======
</TABLE>
See accompanying notes to consolidated financial statements.
- 2 -
<PAGE>
Item 1. Financial Statements (Continued)
------- --------------------
Paragon Technologies, Inc. and Subsidiary
Consolidated Balance Sheets
June 30, 2000 (Unaudited) and December 31, 1999
(In Thousands, Except Share Data)
<TABLE>
<CAPTION>
June December
30, 2000 31, 1999
---------- ----------
<S> <C> <C>
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Current installments of long-term debt $ 1,256 1,578
Accounts payable 4,775 5,169
Customers' deposits and billings in excess
of costs and estimated earnings 4,898 5,154
Accrued salaries, wages, and commissions 1,552 1,356
Income taxes payable 603 49
Accrued royalties payable 159 284
Accrued product warranties 902 903
Accrued pension and retirement
savings plan liabilities 525 463
Accrued other liabilities 561 1,355
------ ------
Total current liabilities 15,231 16,311
------ ------
Long-term liabilities:
Long-term debt, excluding current installments:
Term loan 11,813 12,438
Subordinated notes payable 3,000 3,000
Other 13 13
------ ------
Total long-term debt 14,826 15,451
Deferred compensation 105 219
------ ------
Total long-term liabilities 14,931 15,670
------ ------
Stockholders' equity:
Common stock, $1 par value; authorized
20,000,000 shares; issued and outstanding
4,184,878 shares as of June 30, 2000
and 4,184,878 shares as of
December 31, 1999 4,185 4,185
Additional paid-in capital 6,817 6,817
Retained earnings 3,980 2,423
------ ------
Total stockholders' equity 14,982 13,425
------ ------
Total liabilities and stockholders' equity $ 45,144 45,406
====== ======
</TABLE>
See accompanying notes to consolidated financial statements.
- 3 -
<PAGE>
Item 1. Financial Statements (Continued)
------ --------------------
Paragon Technologies, Inc. and Subsidiary
Consolidated Statements of Operations (Unaudited)
For the Six Months Ended June 30, 2000 and June 30, 1999
(In Thousands, Except Share And Per Share Data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
--------------------------- -------------------------
June June June June
30, 2000 30, 1999 30, 2000 30, 1999
------------ ------------ ------------ ----------
<S> <C> <C> <C> <C>
Net sales $ 16,689 11,934 35,033 21,672
Cost of sales 12,173 9,711 26,085 17,252
------ ------ ------ ------
Gross profit on sales 4,516 2,223 8,948 4,420
------ ------ ------ ------
Selling, general and
administrative expenses 2,868 1,776 5,258 3,274
Product development costs 60 179 109 248
Amortization of goodwill 117 14 233 14
Employee severance and
termination benefits - - 337 -
Interest expense 416 4 837 15
Interest income (75) (28) (136) (70)
Equity in income of joint
ventures (48) (43) (72) (50)
Other income, net (123) (37) (208) (91)
------ ------ ------ ------
3,215 1,865 6,358 3,340
------ ------ ------ ------
Earnings before
income taxes 1,301 358 2,590 1,080
Income tax expense 516 138 1,033 419
------ ------ ------ ------
Net earnings $ 785 220 1,557 661
====== ====== ====== ======
Basic earnings per share $ .19 .06 .37 .18
====== ====== ====== ======
Diluted earnings per share $ .19 .05 .36 .17
====== ====== ====== ======
Weighted average shares
outstanding 4,184,878 3,705,688 4,184,878 3,705,368
Dilutive effect of stock
options 819 13,993 1,430 15,906
Dilutive effect of phantom
stock units 12,544 14,715 15,874 14,120
--------- --------- --------- ---------
Weighted average shares
outstanding assuming
dilution 4,198,241 3,734,396 4,202,182 3,735,394
========= ========= ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
- 4 -
<PAGE>
Item 1. Financial Statements (Continued)
------ --------------------
Paragon Technologies, Inc. and Subsidiary
Consolidated Statements of Cash Flows (Unaudited)
For the Six Months Ended June 30, 2000 and June 30, 1999
(In Thousands, Except Share Data)
<TABLE>
<CAPTION>
Six Months Ended
--------------------------
June June
30, 2000 30, 1999
----------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 1,557 661
Adjustments to reconcile net earnings
to net cash provided (used)
by operating activities:
Depreciation of plant and equipment 301 151
Amortization of intangibles 266 25
Gain on disposition of equipment (2) -
Equity in income of joint ventures (72) (50)
Change in operating assets and liabilities,
net of effects of the acquisition of
Modular Automation Corp. and
Ermanco Incorporated:
Receivables (1,645) (2,334)
Costs and estimated earnings in
excess of billings 1,071 3,969
Inventories 721 (24)
Deferred income tax benefits - (207)
Prepaid expenses and other current assets 364 27
Other noncurrent assets 1 (135)
Accounts payable (394) (1,822)
Customers' deposits and billings in excess
of costs and estimated earnings (256) (3,311)
Accrued salaries, wages, and
commissions 196 (76)
Income taxes payable 554 238
Accrued royalties payable (125) (119)
Accrued pension and retirement
savings plan liabilities 62 47
Accrued product warranties (1) 194
Accrued other liabilities (563) (161)
Deferred compensation (114) (18)
------ ------
Net cash provided (used) by operating activities 1,921 (2,945)
------ ------
Cash flows from investing activities:
Proceeds from the disposition of equipment 2 -
Additional consideration paid in connection
with Ermanco acquisition (231) -
Acquisition of Modular Automation Corp.,
net of cash acquired - (928)
Additions to property, plant and equipment (218) (274)
------ ------
Net cash used by investing activities (447) (1,202)
------ ------
</TABLE>
See accompanying notes to consolidated financial statements.
- 5 -
<PAGE>
Item 1. Financial Statements (Continued)
------ --------------------
Paragon Technologies, Inc. and Subsidiary
Consolidated Statements of Cash Flows (Unaudited) (Continued)
For the Six Months Ended June 30, 2000 and June 30, 1999
(In Thousands, Except Share Data)
<TABLE>
<CAPTION>
Six Months Ended
--------------------------
June June
30, 2000 30, 1999
----------- ----------
<S> <C> <C>
Cash flows from financing activities:
Sale of common shares in connection
with employee incentive stock option plan - 34
Repayment of long-term debt (947) (5)
Dividends paid on common stock - (371)
Repurchase and retirement of common stock - (290)
------ ------
Net cash used by financing activities (947) (632)
------ ------
Increase (decrease) in cash and cash equivalents 527 (4,779)
Cash and cash equivalents, beginning
of period 6,242 4,785
------ ------
Cash and cash equivalents, end of period $ 6,769 6
====== ======
Supplemental disclosures of cash flow
information:
Cash paid during the period for:
Interest $ 1,095 2
====== ======
Income taxes $ 307 374
====== ======
Supplemental disclosures of noncash
investing and financing activities:
Issuance of 6,011 common shares
in exchange for 2,250 common shares
delivered to the Company by an officer
in connection with the employee
incentive stock option. $ - 28
====== ======
</TABLE>
See accompanying notes to consolidated financial statements.
- 6 -
<PAGE>
Item 1. Financial Statements (Continued)
------ --------------------
Paragon Technologies, Inc. and Subsidiary
Notes To Consolidated Financial Statements
Six Months Ended June 30, 2000 and June 30, 1999
(1) The information contained in this Form 10-Q report is unaudited and is
subject to year-end adjustments and audit. However, in the opinion of
management, the interim financial statements furnished reflect all
adjustments and accruals, which are necessary to a fair statement of
results for the interim periods presented. The financial statements include
the accounts of the Company and Ermanco Incorporated ("Ermanco"), a wholly
owned subsidiary company, after elimination of inter-company balances and
transactions. Results for interim periods are not necessarily indicative of
results expected for the fiscal year. Refer to the Company's Form 10-K for
the ten months ended December 31, 1999 for more complete financial
information.
On September 30, 1999, the Board of Directors of the Company approved an
amendment to Article I, Section 1.03 of the Company's Bylaws to change the
fiscal year end of the Company from the Sunday nearest to the last day of
February to December 31. The Company filed a Form 10-K for the 10-month
period ending December 31, 1999 to cover the transition period. The prior
year comparative financial information in this Form 10-Q report reflects
the months of April, May, and June 1999, and January through June 1999,
respectively.
On February 9, 2000, the Board of Directors of the Company approved an
amendment to Article 1 of the Company's Articles of Incorporation to change
the name of the Company from SI Handling Systems, Inc. to Paragon
Technologies, Inc. ("Paragon" or the "Company"). Paragon will be the
corporate entity currently consisting of two separate brands: SI Systems
(formerly referred to as "SI Easton") and Ermanco Incorporated ("Ermanco").
This amendment became effective on April 5, 2000.
On March 9, 2000, the Company's common stock began trading on the American
Stock Exchange (Amex) under the symbol "PTG." Prior to this date, the
Company's common stock was traded on The Nasdaq Stock Market under the
symbol "SIHS."
(2) SI/BAKER, INC.
--------------
Paragon Technologies, Inc., (formerly,"SI Handling Systems, Inc.") and
McKesson Automated Prescription Systems, Inc. ("McKesson APS"), formerly
known as Automated Prescription Systems, Inc., are co-venturers in a joint
venture named SI/BAKER, INC. ("SI/BAKER" or the "joint venture"). On
September 29, 1998, McKesson Corporation [NYSE: MCK], a healthcare supply
management company, announced the completion of its acquisition of
Automated Prescriptions Systems, Inc. Automated Prescription Systems,
Inc. was renamed McKesson Automated Prescription Systems, Inc. The
SI/BAKER joint venture draws upon the automated materials handling systems
experience of SI Systems and the automated pill counting and dispensing
products of McKesson APS to provide automated pharmacy systems. Each
member company contributed $100,000 in capital to fund the joint venture.
The joint venture designs and installs computer controlled, fully
automated, integrated systems for managed care pharmacy operations. The
joint venture's systems are viewed as labor saving devices, which address
the issues of improved productivity and cost reduction. Systems can be
expanded as customers' operations grow and they may be integrated with a
wide variety of components to meet specific customer needs.
- 7 -
<PAGE>
Item 1. Financial Statements (Continued)
------ --------------------
Paragon Technologies, Inc. and Subsidiary
Notes To Consolidated Financial Statements
Six Months Ended June 30, 2000 and June 30, 1999
Schedule A contains the SI/BAKER, INC. financial statements. The
information contained in the SI/BAKER, INC. financial statements is
unaudited and is subject to year-end adjustments and audit. However, in the
opinion of management, the interim financial statements furnished reflect
all adjustments and accruals, which are necessary to a fair statement of
results for the interim periods presented.
On November 4, 1999, the Board of Directors of SI/BAKER approved an
amendment to Article VII, Section 5 of the Bylaws to change the fiscal year
end of the Company from the last day of February to December 31. SI/BAKER's
financial statements for the 10-month period ending December 31, 1999 were
included in the Company's report on Form 10-K for the 10-month period
ending December 31, 1999. The prior year comparative financial information
in this Form 10-Q report reflects the months of April, May, and June 1999,
and January through June 1999, respectively.
(3) Modular Automation Corp.
-----------------------
On April 13, 1999, the Company acquired all of the outstanding common stock
of Modular Automation Corp. ("MAC") of Greene, New York for $1,957,000. The
acquisition required a net cash outlay of $928,000. The purchase price of
the acquisition was allocated to the assets acquired based on fair value
with the remainder representing goodwill. The acquired Automated Guided
Vehicle ("AGV") products and personnel were integrated into the SI Systems
operation. As of December 31, 1999, the AGV product line associated with
the MAC acquisition was abandoned. The write-off of certain long-lived
assets, including goodwill, totaling $561,000 was recognized in the
Consolidated Statement of Operations for the ten months ended December 31,
1999 in accordance with the criteria set forth by SFAS No. 121.
On the basis of a pro forma consolidation of the result of operations as if
the acquisition of MAC had taken place on January 1, 1999, management
believes that the acquisition would not have had a material effect on the
reported amounts.
(4) Ermanco Incorporated
--------------------
On September 30, 1999, the Company acquired all of the outstanding common
stock of Ermanco Incorporated. Ermanco, headquartered in Spring Lake,
Michigan, designs and installs complete conveyor systems for a variety of
manufacturing and warehousing applications. Under terms of the Stock
Purchase Agreement and based on the definitive closing balance sheet, the
Company acquired all of the outstanding common stock of Ermanco for a
purchase price of $22,801,000 consisting of $15,301,000 in cash, of which
$1,551,000 is held in escrow ($801,000 was released in January 2000),
$3,000,000 in promissory notes payable to fourteen stockholders of Ermanco,
and 481,284 shares of the Company's common stock with a value of $4,500,000
based on the average closing price of $9.35 of the Company's common stock
for the five trading days immediately preceding the date of the Stock
Purchase Agreement, August 6, 1999. The Company financed $14,000,000 of the
acquisition through term debt. The acquisition required a net cash outlay
of $2,264,000.
- 8 -
<PAGE>
Item 1. Financial Statements (Continued)
------ --------------------
Paragon Technologies, Inc. and Subsidiary
Notes To Consolidated Financial Statements
Six Months Ended June 30, 2000 and June 30, 1999
The acquisition was accounted for as purchase in accordance with APB No. 16
and, accordingly, the acquired assets and assumed liabilities have been
recorded at their estimated fair value at the date of acquisition. The
amount of goodwill recorded at the time of acquisition was $18,640,000 and
is being amortized over a period of 40 years.
On the basis of a pro forma consolidation of the results of operations of
Ermanco, as if the acquisition had taken place on January 1, 1999, the
following pro forma financial results for the six months ended June 30,
1999 are as follows (in thousands, except per share amounts):
<TABLE>
<CAPTION>
For the Six Months Ended
June 30, 1999
------------------------
<S> <C>
Net sales $ 36,164
======
Net earnings $ 1,266
======
Basic earnings per share $ .30
======
Diluted earnings per share $ .29
======
</TABLE>
(5) Major Segments of Business
--------------------------
Operating segments are defined as components of an enterprise in which
separate financial information is available and evaluated regularly by the
chief operating decision maker in deciding how to allocate resources and in
assessing performance. The Company identified such segments based on both
management responsibility and types of products offered for sale.
On September 30, 1999, Paragon Technologies, Inc. (formerly, "SI Handling
Systems, Inc.") ("the Company") concluded the acquisition of all of the
outstanding common stock of Ermanco Incorporated ("Ermanco"). Ermanco
operates as a wholly-owned subsidiary of the Company.
The Company's Easton, Pennsylvania operations (hereafter referred to as "SI
Systems") is a systems integrator supplying automated materials handling
systems to manufacturing, order selection, and distribution operations. The
systems are designed, sold, manufactured, installed, and serviced by its
own staff, or by others, for SI Systems, at its direction, generally as
labor-saving devices to improve productivity and reduce costs. SI Systems'
products are utilized to automate the movement or selection of products and
are often integrated with other automated equipment, such as conveyors and
robots. SI Systems' products involve both standard and specially designed
components and include integration of non-proprietary automated handling
technologies so as to provide solutions for its customers' unique materials
handling needs. SI Systems' staff develops and designs computer control
programs required for the efficient operation of the systems.
Although SI Systems is not dependent on any single customer, much of its
revenue is derived from contracts to design, manufacture, and install
large-scale materials handling systems for major North American
corporations and the federal government.
- 9 -
<PAGE>
Item 1. Financial Statements (Continued)
------ --------------------
Paragon Technologies, Inc. and Subsidiary
Notes To Consolidated Financial Statements
Six Months Ended June 30, 2000 and June 30, 1999
Ermanco is a manufacturer of light to medium duty unit handling conveyor
products, serving the material handling industry through local independent
distributors in North America. Ermanco also provides complete conveyor
systems for a variety of applications, including distribution, and
manufacture of computers and electronic products, utilizing primarily its
own manufactured conveyor products, engineering services by its own staff
or subcontracted, and subcontracted installation services. The systems
product line of Ermanco accounts for approximately 40% of Ermanco's total
revenues, and the balance is from distribution (resale).
SI Systems' products are sold on a fixed price basis. Generally, contract
terms provide for progress payments and a portion of the purchase price is
withheld by the buyer until the system has been accepted. Ermanco's
products and services are also sold on a fixed price basis. Generally,
contract terms are net 30 days for product sales, with progressive payments
for system-type projects.
Prior to the acquisition, the Company operated in one major market segment.
With the addition of the Ermanco operations, the Company now operates in
two major market segments, and products are sold worldwide as follows (in
thousands):
<TABLE>
<CAPTION>
For the six months ended Automated Material Conveyor
June 30, 2000: Handling Systems Systems Total
------------------------------- ------------------ --------- -------
<S> <C> <C> <C>
Sales $ 15,221 19,812 35,033
Earnings before interest expense,
interest income, equity in
income of joint ventures, and
income taxes 1,043 2,176 3,219
Total assets 15,843 29,301 45,144
Capital expenditures 77 141 218
Depreciation and amortization
expense 202 365 567
</TABLE>
Geographic segment information was as follows (in thousands):
<TABLE>
<CAPTION>
For the six months ended
June 30, 2000: Domestic Europe and Asia Canada Total
------------------------------ -------- --------------- ------ ------
<S> <C> <C> <C> <C>
Sales $ 32,587 1,951 495 35,033
Earnings before interest
expense, interest
income, equity in income
of joint ventures,
and income taxes 3,219 - - 3,219
Total assets 45,144 - - 45,144
Capital expenditures 218 - - 218
Depreciation and
amortization expense 567 - - 567
</TABLE>
Inter-segment sales for the six months ended June 30, 2000 totaled $88,000.
- 10 -
<PAGE>
Item 1. Financial Statements (Continued)
------ --------------------
Paragon Technologies, Inc. and Subsidiary
Notes To Consolidated Financial Statements
Six Months Ended June 30, 2000 and June 30, 1999
(6) Long-Term Debt
--------------
On March 30, 2000, the Company received a waiver of certain loan covenants
as well as an amendment to the term loan and line of credit agreements
relative to future covenant requirements, a variable term loan interest
rate increase to LIBOR plus 3%, and limitations on the payment of interest
on subordinated debt.
Item 2. Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations
---------------------
Liquidity And Capital Resources
-------------------------------
The Company's cash and cash equivalents increased to $6,769,000 at June 30,
2000 from $6,242,000 at December 31, 1999. The increase resulted from cash
provided by operating activities totaling $1,921,000. Partially offsetting the
increase in cash and cash equivalents from this source was the repayment of
long-term debt of $947,000, purchases of capital equipment of $218,000, and
additional consideration and costs of $231,000 paid in connection with the
Ermanco acquisition. Funds used by operating activities during the six months
ended June 30, 1999 were $2,945,000.
On April 13, 1999, the Company acquired all of the outstanding common stock
of Modular Automation Corp. ("MAC") of Greene, New York for $1,957,000. The
acquisition required a net cash outlay of $928,000. The purchase price of the
acquisition was allocated to the assets acquired based on fair value with the
remainder representing goodwill. The acquired Automated Guided Vehicle ("AGV")
products and personnel were integrated into the SI Systems operation. However,
as of December 31, 1999, the AGV product line associated with the MAC
acquisition was abandoned. The write-off of certain long-lived assets, including
goodwill, totaling $561,000 was recognized in the Consolidated Statement of
Operations for the ten months ended December 31, 1999 in accordance with the
criteria set forth by SFAS No. 121.
On September 30, 1999, the Company completed the acquisition of all the
outstanding common stock of Ermanco Incorporated ("Ermanco"). Ermanco,
headquartered in Spring Lake, Michigan, designs and installs complete conveying
systems for a variety of manufacturing and warehousing applications. Under the
terms of the Stock Purchase Agreement, the Company acquired all of the
outstanding common stock of Ermanco for a purchase price of $22,801,000
consisting of $15,301,000 in cash, of which $1,551,000 is held in escrow
($801,000 was released in January 2000), $3,000,000 in promissory notes payable
to the fourteen stockholders of Ermanco, and 481,284 shares of the Company's
common stock with a value of $4,500,000 based on the average closing price of
$9.35 of the Company's common stock for the five trading days immediately
preceding the date of the Stock Purchase Agreement, August 6, 1999. The Company
financed $14,000,000 of the acquisition through term debt. The acquisition
required a net cash outlay of $2,264,000.
The acquisition was accounted for as a purchase in accordance with APB No.
16 and, accordingly, the acquired assets and assumed liabilities have been
recorded at their estimated fair value at the date of acquisition. The amount of
goodwill recorded at the time of acquisition was $18,640,000 and is being
amortized over a period of 40 years.
On the closing date of the acquisition, the Company entered into employment
agreements with four employees. Leon C. Kirschner and Steven Shulman, both
principal stockholders of Ermanco, joined the Board of Directors of the Company.
- 11 -
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
------ ---------------------------------------------------------------
Results of Operations
---------------------
Liquidity And Capital Resources (Continued)
-------------------------------
In order to complete the Ermanco acquisition, the Company obtained
financing from its principal bank. The Company entered into a new three-year
line of credit facility which may not exceed the lesser of $6,000,000 or an
amount based on a borrowing base formula tied principally to accounts
receivable, inventory, and fair market value of the Company's property and
plant, and liquidation value of equipment, plus an amount equal to $2,500,000.
This amount will be reduced by $625,000 every six months during the first two
years of the line of credit facility until such amount reaches zero, minus the
unpaid principal balance of the term loan described below. The line of credit
facility is to be used primarily for working capital purposes. As of June 30,
2000, the Company did not have any borrowings under the line of credit facility.
The Company financed $14,000,000 of the acquisition through a seven-year
term loan from its bank. During the first two years of the term loan, the
Company will repay equal quarterly payments of $312,500 plus accrued interest.
After the second anniversary of the September 30, 1999 closing date, the Company
will make equal quarterly payments of $575,000, plus interest. The interest rate
on $7,000,000 of the term loan is variable at a rate equal to the three-month
LIBOR Market Index Rate plus three percent. The Company also entered into an
interest rate swap agreement for fifty percent of the term loan to hedge the
floating interest rate. The seven-year interest rate swap for $7,000,000 was at
a fixed rate of 9.38%. On July 27, 2000, the Company prepaid, without penalty,
$1,150,000 of the term loan with the variable interest rate. The prepayment
consisted of two quarterly payments of $575,000 pertaining to the final year of
the term loan.
To obtain the line of credit and term loan, the Company granted the bank a
security interest in all personal property, including, without limitation, all
accounts, deposits, documents, equipment, fixtures, general intangibles, goods,
instruments, inventory, letters of credit, money, securities, and a first
mortgage on all real estate. The line of credit facility and term loan contain
various restrictive covenants relating to additional indebtedness, asset
acquisitions or dispositions, investments, guarantees, payment of dividends, and
maintenance of certain financial ratios. The Company was in compliance with all
covenants, as amended, as of June 30, 2000.
The promissory notes issued to the fourteen stockholders of Ermanco totaled
$3,000,000, have a term of seven years, and bear interest at an annual rate of
ten percent in years one through three, twelve percent in years four and five,
and fourteen percent in years six and seven. The weighted average interest rates
on the promissory notes is 11.714% over the term of the notes. Interest shall be
payable quarterly, in cash or under certain conditions, in the Company's common
stock upon approval of the Company's Board of Directors. The promissory notes
may be prepaid prior to the end of the seven-year term provided that there is no
debt outstanding under its line of credit facility and term loan. Effective
April 1, 2000, the Company is prohibited from making any cash payments of
subordinated debt and interest until the Company is in full compliance with all
the financial covenants as originally set forth in the Loan Agreement with the
Company's principal bank.
On March 4, 1996, SI/BAKER established a $2,500,000 line of credit facility
(the "facility") with its principal bank (the "bank"). Under the terms of the
facility, SI/BAKER's parent companies, Paragon Technologies, Inc. (formerly, "SI
Handling Systems, Inc.") and McKesson Automated Prescription Systems, Inc., have
each provided a limited guarantee and surety in an amount not to exceed
$1,000,000 for a combined guarantee of $2,000,000 to the bank for the payment
and performance of the related note, including any further renewals or
modifications of the facility. During the fiscal year ended March 1, 1998, the
bank increased the borrowing availability to $3,000,000 and extended the
expiration date of the facility. On June 30, 2000, SI/BAKER did not have any
borrowings under the facility, the facility expires effective August 31, 2000.
- 12 -
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
------ ---------------------------------------------------------------
Results of Operations
---------------------
Liquidity And Capital Resources (Continued)
-------------------------------
The Company believes that its financial resources consisting of its current
assets, anticipated cash flow, and the available line of credit facility will
adequately finance its operating requirements for the foreseeable future.
The Company, as part of its focus on its core business and strategy, has
decided to sell unused land, and the remaining assets and customer lists of its
current AGV and Automated Storage and Retrieval Systems ("ASRS") product lines.
The Company plans to consider expansion opportunities as they arise,
although ongoing operating results of the Company, the restrictive covenants
associated with the recent financing obtained from the Company's principal bank,
the economics of the expansion, and the circumstances justifying the expansion
will be key factors in determining the amount of resources the Company will
devote to further expansion. The Company did not have any material capital
commitments as of June 30, 2000.
Results Of Operations
---------------------
(a) Six Months Ended June 30, 2000 Versus Six Months Ended June 30, 1999
---------------------------------------------------------------------
On September 30, 1999, the Board of Directors of the Company approved an
amendment to Article I, Section 1.03 of the Bylaws to change the fiscal year end
of the Company from the Sunday nearest to the last day of February to December
31. For the year ended December 31, 1999, the fiscal year consisted of ten
months. The prior year comparative financial information in this Form 10-Q
report reflects the months of April, May, and June 1999, and January through
June 1999, respectively.
On September 30, 1999, the Company concluded the acquisition of all of the
outstanding common stock of Ermanco Incorporated. Ermanco operates as a wholly
owned subsidiary of Paragon Technologies, Inc. and the results for the six
months ended June 30, 2000 include the operations of Ermanco. However, the prior
year comparative information in this Form 10-Q does not reflect the operations
of Ermanco.
The Company's net earnings for the six months ended June 30, 2000 were
$1,557,000 compared to net earnings of $661,000 for the six months ended June
30, 1999. Unfavorably impacting the net earnings of $1,557,000 for the six
months ended June 30, 2000 were employee severance and termination benefits of
$337,000.
The total backlog at June 30, 2000 was approximately $19,608,000. During
the six months ending June 30, 2000, the Company received orders totaling
approximately $30,956,000.
Net sales of $35,033,000 for the six months ended June 30, 2000 increased
61.7% compared to net sales of $21,672,000 for the six months ended June 30,
1999. The sales increase of $13,361,000 is comprised of Ermanco's contribution
to product sales approximating $19,812,000, offset by a decrease in SI Systems'
sales of approximately $6,451,000 for the six months ended June 30, 2000, when
compared to the six months ended June 30, 1999. The SI Systems' sales decrease
in the six months ended June 30, 2000 was primarily attributable to a smaller
backlog of orders at December 31, 1999, versus a larger backlog of orders at
December 31, 1998. SI Systems experienced a decline in sales across all product
lines, with the majority of the decrease relating to sales of the Cartrac and
Order Selection product lines. The Company's business is dependent upon a
limited number of large contracts with certain customers. This dependence can
cause unexpected fluctuations in sales volume.
Gross profit as a percentage of sales was 25.5% for the six months ended
June 30, 2000 compared to 20.4% for the six months ended June 30, 1999.
Ermanco's gross profit as a
- 13 -
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
------ ---------------------------------------------------------------
Results of Operations
---------------------
Results Of Operations
---------------------
(a) Six Months Ended June 30, 2000 Versus Six Months Ended June 30, 1999
--------------------------------------------------------------------
(Continued)
percentage of sales was 24.9% for the six months ended June 30, 2000. The
increase in the gross profit percentage for the six months ended June 30, 2000
was attributable to enhanced internal controls relative to pricing practices and
favorable performances on several contracts, principally for SI Systems' higher
margin proprietary products lines, initiated in the prior fiscal year that were
completed or nearing completion during the six months ended June 30, 2000.
Offsetting the impact of the favorable performances on several contracts was the
recognition of additional losses on a major contract where significant cost
overruns, resulting in losses, were experienced during the ten months ended
December 31, 1999.
Estimates relative to loss contracts, which the Company experienced to an
unusual extent in the period ended December 31, 1999, are inherently more
difficult to make than those in which the contract has proceeded according to
original expectations. Uncertainty exists with respect to the resources required
to accomplish the contractual scope or work dealing with the final integration
of state-of-the-art automated materials handling systems. Consequently, while
the Company believes the full effect of both projected and presently incurred
cost overruns has been accrued, current estimates may need to be revised as
additional information becomes available. Also the backlog of orders of
approximately $3,570,000 attributable to these contracts will be recognized at
no gross profit throughout the remainder of this calendar year.
Selling, general and administrative expenses of $5,258,000 were higher by
$1,984,000 for the six months ended June 30, 2000 than in the six months ended
June 30, 1999. The increase of $1,984,000 is comprised of additional costs of
operations totaling approximately $2,377,000 related to Ermanco, offset by a
decrease in SI Systems' selling, general and administrative expenses of
approximately $393,000 for the six months ended June 30, 2000, when compared to
the six months ended June 30, 1999. The decrease in SI Systems' selling, general
and administrative expenses was primarily attributable to the prior year
comparable period containing a larger amount of costs associated with product
promotion and sales efforts aimed at expanding the customer base of business.
These expenses were impacted as a result of the restructuring initiative whereby
employees were separated from the Company.
Product development costs of $109,000 were lower by $139,000 for the six
months ended June 30, 2000 than in the six months ended June 30, 1999.
Development programs in the six months ended June 30, 2000 included enhancements
to the Company's conveyor technology, and horizontal transportation and order
selection product lines. Development programs in the six months ended June 30,
1999 included enhancements to the Company's horizontal transportation and order
selection product lines.
Amortization of goodwill represented costs associated with the acquisition
of Ermanco Incorporated on September 30, 1999 and Modular Automation Corp.
('MAC") on April 13, 1999. Goodwill amortization expense associated with the
Ermanco acquisition during the six months ended June 30, 2000 totaled
approximately $233,000. There was no goodwill amortization expense associated
with the Ermanco acquisition in the comparable prior year period. Goodwill
amortization expense associated with the MAC acquisition during the six months
ended June 30, 1999 totaled approximately $14,000. There was no goodwill
amortization expense pertaining to the MAC acquisition in the six months ended
June 30, 2000 due to the write-off during the ten months ended December 31, 1999
of certain long-lived assets, primarily goodwill, associated with the
elimination of the Automated Guided Vehicle product line related to the
acquisition of MAC.
- 14 -
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
------ ---------------------------------------------------------------
Results of Operations
---------------------
Results Of Operations
---------------------
(a) Six Months Ended June 30, 2000 Versus Six Months Ended June 30, 1999
--------------------------------------------------------------------
(Continued)
Employee severance and termination benefits of $337,000 for the six months
ended June 30, 2000 was associated with a first quarter restructuring
initiative, whereby the Company separated approximately sixteen employees.
Interest expense of $837,000 was higher by $822,000 for the six months
ended June 30, 2000 than in the six months ended June 30, 1999. The increase in
interest expense was primarily attributable to the term debt and subordinated
notes issued in connection with the Ermanco acquisition, which was completed on
September 30, 1999.
Interest income of $136,000 was higher by $66,000 for the six months ended
June 30, 2000 compared to the six months ended June 30, 1999. The increase in
interest income was primarily attributable to the higher level of funds
available for short-term investments.
Equity in income of joint ventures represents the Company's proportionate
share of its investments in the SI-Egemin and SI/BAKER joint ventures that are
being accounted for under the equity method. The net favorable variance of
$22,000 in the equity in income of joint ventures for the six months ended June
30, 2000, was comprised of a favorable variance of $125,000 attributable to the
SI/BAKER joint venture, as compared to the six months ended June 30, 1999.
Offsetting the increase of SI/BAKER's favorable variance was an unfavorable
variance of approximately $103,000 attributable to the SI-Egemin joint venture.
The favorable variance of $125,000 for the six months ended June 30, 2000
in the equity in income of the SI/BAKER joint venture was primarily due to its
increased sales of approximately $2,666,000 as compared to the six months ended
June 30, 1999, plus a reduction of $82,000 in product development expenses, an
increase of $65,000 in interest income, net, and an increase of $41,000 in other
income, net, associated with royalty income. Partially offsetting these
favorable variances was SI/BAKER's increase of $106,000 in revenue-based royalty
costs due to the parent companies.
The unfavorable variance of $103,000 for the six months ended June 30, 2000
in the equity in income of the SI-Egemin joint venture was attributable to
start-up costs. The SI-Egemin joint venture was initiated in July 1999.
The favorable variance in other income, net was primarily attributable to
an increase in the revenue-based royalty income related to the SI/BAKER joint
venture and Ermanco license agreements.
The Company incurred income tax expense of $1,033,000 during the six months
ended June 30, 2000, compared to income tax expense of $419,000 in the
comparable prior year period. Income tax expense was generally recorded at
statutory federal and state tax rates expected to apply for each fiscal year.
(b) Three Months Ended June 30, 2000 Versus Three Months Ended June 30, 1999
------------------------------------------------------------------------
With the exception of the following Statement of Operations captions,
changes in the second quarter of calendar year 2000 compared to the prior year
were consistent with those previously noted above for the six-month period.
Net sales of $16,689,000 for the three months ended June 30, 2000 increased
39.8% compared to net sales of $11,934,000 for the three months ended June 30,
1999. The sales increase of $4,755,000 is comprised of Ermanco's contribution to
product sales approximating $9,293,000, offset by a decrease in SI Systems'
sales of approximately $4,538,000 for the three months ended June 30, 2000, when
compared to the three months ended June 30, 1999. With the exception of slightly
higher Lo-Tow and Cartrac sales, the decrease in SI System's sales was
experienced across the Company's other product lines with the majority of the
decrease relating to sales of the Company's Order Selection product line.
- 15 -
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
------ ---------------------------------------------------------------
Results of Operations
---------------------
Results Of Operations
---------------------
(b) Three Months Ended June 30, 2000 Versus Three Months Ended June 30, 1999
------------------------------------------------------------------------
(Continued)
Gross profit as a percentage of sales was 27.1% for the three months ended
June 30, 2000 compared to 18.6% for the three months ended June 30, 1999.
Ermanco's gross profit as a percentage of sales was 26.2% for the three months
ended June 30, 2000. The increase in the gross profit percentage for the three
months ended June 30, 2000 was attributable to enhanced internal controls
relative to pricing practices and favorable performances on several contracts,
principally for SI Systems' higher margin proprietary products lines, initiated
in the prior fiscal year that were completed or nearing completion during the
three months ended June 30, 2000. Offsetting the impact of the favorable
performances on several contracts was the recognition of additional losses on a
major contract where significant cost overruns, resulting in losses, were
experienced during the ten months ended December 31, 1999.
Selling, general and administrative expenses of $2,868,000 were higher by
$1,092,000 for the three months ended June 30, 2000 than in the three months
ended June 30, 1999. The increase of $1,092,000 is comprised of additional costs
of operations totaling approximately $1,327,000 related to Ermanco, offset by a
decrease in SI Systems' selling, general and administrative expenses of
approximately $235,000 for the three months ended June 30, 2000, when compared
to the three months ended June 30, 1999. The decrease in SI Systems' selling,
general and administrative expenses was primarily attributable to the prior year
comparable period containing a larger amount of costs associated with product
promotion and sales efforts aimed at expanding the customer base of business.
These expenses were impacted as a result of the restructuring initiative whereby
employees were separated from the Company.
Cautionary Statement
--------------------
Certain statements contained herein are not based on historical fact and
are "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 or by the Securities and Exchange Commission
rules, regulations, and releases. The Company intends that such forward-looking
statements be subject to the safe harbors created thereby. Among other things,
they regard the Company's acquisition activities, earnings, liquidity, financial
condition, and certain operational matters. Words or phrases denoting the
anticipated results of future events, such as "anticipate," "believe,"
"estimate," "expect," "may," "will," "will likely," "are expected to," "will
continue," "should," "project," and similar expressions that denote uncertainty,
are intended to identify such forward-looking statements. The Company's actual
results, performance, or achievements could differ materially from the results
expressed in, or implied by, such "forward-looking statements": (1) as a result
of risks and uncertainties identified in connection with those forward-looking
statements, including those factors identified herein, and in the Company's
other publicly filed reports; (2) as a result of risks and uncertainties
associated with the Ermanco acquisition, including the failure to realize
anticipated benefits of such acquisition, the failure to integrate Ermanco
successfully with the Company, and any unforeseen complications related to the
Ermanco acquisition; (3) as a result of risks associated with the Company's
restructuring, including the failure to achieve anticipated operating savings,
and the possibility that the restructuring charges will be greater than
anticipated; (4) as a result of factors over which the Company has no control,
including the strength of domestic and foreign economies, sales growth,
competition, certain costs increases, and any potential exposures relating to
Year 2000 matters; or (5) if the factors on which the Company's conclusions are
based do not conform to the Company's expectaions.
- 16 -
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
------ ---------------------------------------------------------------
Results of Operations
---------------------
Quantitative and Qualitative Disclosures
----------------------------------------
The Company's primary market risk exposure is from changes in interest
rates. The Company's policy is to manage interest rate exposure through the use
of a combination of fixed and floating rate debt instruments, and in the six
months ended June 30, 2000, an interest rate swap agreement. Generally, the
Company seeks to match the terms of its debt with its purpose. The Company uses
a variable rate line of credit facility to provide working capital for
operations. On September 30, 1999, the Company entered into an interest rate
swap agreement for 50% of its new term loan from its principal bank to
effectively convert half of the term loan from a variable rate note to a fixed
rate note. A standard interest rate swap agreement involves the payment of a
fixed rate times a notional amount by one party in exchange for a floating rate
times the same notional amount from another party. The counterpart to the swap
agreement is the Company's principal bank.
The Company does not believe that its exposures to interest rate risk or
foreign currency exchange risk, risks from commodity prices, equity prices and
other market changes that affect market risk sensitive instruments, including
the interest rate swap agreement, are material to its results of operations.
PART II - OTHER INFORMATION
---------------------------
Item 6. Exhibits and Reports on Form 8-K
------ --------------------------------
(a) Exhibit 27 - Financial Data Schedule.
(b) Effective April 5, 2000, SI Handling Systems, Inc. amended
its Articles of Incorporation in order to change its name to
Paragon Technologies, Inc. A Form 8-K was filed on April 7,
2000 regarding this change to the name of the corporation.
- 17 -
<PAGE>
Paragon Technologies, Inc. and Subsidiary
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.
PARAGON TECHNOLOGIES, INC.
(formerly, "SI Handling, Systems, Inc.")
/S/ William R. Johnson
----------------------------------------
William R. Johnson
President & CEO
Dated: August 14, 2000
----------------------
- 18 -
<PAGE>
Schedule A
----------
SI/BAKER, INC.
Financial Statements
June 30, 2000
- 19 -
<PAGE>
SI/BAKER, INC.
Balance Sheets
June 30, 2000 (Unaudited) and December 31, 1999
(In Thousands, Except Share Data)
<TABLE>
<CAPTION>
June December
30, 2000 31, 1999
-------- --------
<S> <C> <C>
Assets
------
Current assets:
Cash and cash equivalents, principally
time deposits $ 2,828 2,895
------ ------
Receivables:
Trade 3,023 1,358
Other receivables 155 129
------ ------
Total receivables 3,178 1,487
------ ------
Costs and estimated earnings in
excess of billings 1,242 2,159
Deferred income tax benefits 391 391
Prepaid expenses and other current
assets 213 53
------ ------
Total current assets 7,852 6,985
------ ------
Machinery and equipment, at cost 215 194
Less: accumulated depreciation 136 121
------ ------
Net machinery and equipment 79 73
------ ------
Equipment leased to customer 487 487
Less: accumulated depreciation 487 467
------ ------
Net equipment leased to customer - 20
------ ------
Deferred income tax benefits 22 22
------ ------
Total assets $ 7,953 7,100
====== ======
</TABLE>
- 20 -
<PAGE>
SI/BAKER, INC.
Balance Sheets
June 30, 2000 (Unaudited) and December 31, 1999
(In Thousands, Except Share Data)
<TABLE>
<CAPTION>
June December
30, 2000 31, 1999
-------- --------
<S> <C> <C>
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Accounts payable:
Trade $ 1,114 739
Affiliated companies 183 64
----- -----
Total accounts payable 1,297 803
----- -----
Customers' deposits and billings in
excess of costs and estimated
earnings 2,117 2,114
Accrued salaries, wages, and
commissions 197 247
Income taxes payable 33 143
Accrued royalties payable 397 361
Accrued product warranties 960 842
Accrued other liabilities 89 77
----- -----
Total current liabilities 5,090 4,587
----- -----
Stockholders' equity:
Common stock, $1 par value; authorized
1,000 shares; issued 200 shares - -
Additional paid-in capital 200 200
Retained earnings 2,663 2,313
----- -----
Total stockholders' equity 2,863 2,513
----- -----
Total liabilities and stockholders'
equity $ 7,953 7,100
===== =====
</TABLE>
- 21 -
<PAGE>
SI/BAKER, INC.
Statements of Operations (Unaudited)
Six Months Ended June 30, 2000 and and June 30, 1999
(In Thousands)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
--------------------------- --------------------------
June June June June
30, 2000 30, 1999 30, 2000 30, 1999
------------ ------------ ------------ ----------
<S> <C> <C> <C> <C>
Net sales $ 4,585 2,986 8,018 5,352
Cost of sales 3,793 2,366 6,668 4,295
----- ----- ----- -----
Gross profit on sales 792 620 1,350 1,057
----- ----- ----- -----
Selling, general and
administrative
expenses 273 289 542 556
Product development
costs 59 84 75 157
Royalty expense to
parent companies 183 119 320 214
Interest income (28) (9) (71) (18)
Interest expense - 3 - 12
Other income, net (51) (15) (96) (55)
----- ----- ----- -----
436 471 770 866
----- ----- ----- -----
Earnings before
income taxes 356 149 580 191
Income tax expense 139 63 230 91
----- ----- ----- -----
Net earnings $ 217 86 350 100
===== ===== ===== =====
</TABLE>
- 22 -
<PAGE>
SI/BAKER, INC.
Statements of Cash Flows (Unaudited)
Six Months Ended June 30, 2000 and June 30, 1999
(In Thousands)
<TABLE>
<CAPTION>
Six Months Ended
------------------------
June June
30, 2000 30, 1999
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 350 100
Adjustments to reconcile net earnings to net
cash provided (used) by operating activities:
Depreciation of machinery and
equipment and leased equipment 35 97
Changes in operating assets and
liabilities:
Receivables (1,691) 335
Costs and estimated earnings
in excess of billings 917 (2)
Deferred tax benefit - 35
Prepaid expenses and other
current assets (160) 139
Accounts payable 494 (5)
Customers' deposits and
billings in excess of costs
and estimated earnings 3 351
Accrued salaries, wages, and
commissions (50) 20
Income taxes payable (110) 34
Accrued royalties payable 36 127
Accrued product warranties 118 97
Accrued other liabilities 12 (3)
Deferred compensation - (111)
----- -----
Net cash provided (used)
by operating activities (46) 1,214
----- -----
Cash flows from investing activities:
Additions to machinery and equipment (21) (13)
----- -----
Net cash used by investing activities (21) (13)
----- -----
Increase (decrease) in cash and cash equivalents (67) 1,201
Cash and cash equivalents,
beginning of period 2,895 250
----- -----
Cash and cash equivalents, end of period $ 2,828 1,451
===== =====
Supplemental disclosure of cash flow information:
Cash paid (received) during the period for:
Income taxes $ 375 (175)
===== =====
Interest $ 7 21
===== =====
</TABLE>
- 23 -
<PAGE>
PARAGON TECHNOLOGIES, INC.
FORM 10-Q
EXHIBIT INDEX
-------------
Exhibit No.
----------
27 Financial Data Schedule.
- 24 -
