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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 June 30, 2002 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 0-12254

SCIENTIFIC TECHNOLOGIES INCORPORATED
(Exact name of registrant as specified in its charter)

 
Oregon
77-0170363
  (State or Other Jurisdiction of Incorporation or Organization) 
(I.R.S. Employer Identification Number)

6550 Dumbarton Circle
Fremont, CA    94555

(Address of principal executive offices including zip code)

(510) 608-3400
(Registrant's telephone number, including area code)



Check whether the issuer (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 reports), and (2) has been subject to such filing requirements for the past 90 days.    YES [X] NO [   ],

Common stock outstanding as of July 31, 2002 was 9,681,810 shares.





SCIENTIFIC TECHNOLOGIES INCORPORATED
Quarter Ended June 30, 2002
INDEX

PART I. Financial Information Page No.
     
Item 1. Financial Statements (unaudited):
 
     
           Consolidated Balance Sheets as of
           June 30, 2002 and December 31, 2001
**
     
           Consolidated Statements of Operations for the
           Three and Six Months ended June 30, 2002 and 2001
**
     
           Consolidated Statements of Cash Flows for the
           Six Months ended June 30, 2002 and 2001
**
     
           Notes to Consolidated Financial Statements
**
     
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
**
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk
**
     
PART II. Other Information
 
     
Item 4. Submission of Matters to a Vote of Security Holders
**
     
Item 6. Exhibits and Reports on Form 8-K
**
     
Signatures
**







PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements








SCIENTIFIC TECHNOLOGIES INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited, in thousands excepet for share data)

Assets

Jun. 30, 2002

Dec. 31, 2001

Current assets:

 

 

Cash and cash equivalents

$ 1,282

$ 1,033

Accounts and notes receivable, net

7,257

6,454

Inventories

8,616

9,125

Deferred income taxes

2,081

2,081

Other current assets

1,017

531

Total current assets

20,253

19,224

 

 

 

Intangible assets

10,738

11,389

Property and equipment, net

Other assets

3,665

50

3,537

50

Total assets

$34,706

$34,200

Liabilities and Shareholders' Equity

Current liabilities:

 

Accounts payable

$ 2,036

$ 1,886

Accrued expenses

3,048

2,648

Total current liabilities

5,084

4,534

Long-term liability

432

432

Total liabilities

5,516

4,966

Shareholders' equity:

Common stock; $.001 par value; 100,000 shares authorized; 9,675 and 9,676 shares issued and outstanding

10

10

Capital in excess of par value

5,657

5,637

Retained earnings

23,523

23,587

Total shareholders' equity

29,190

29,234

Total liabilities and shareholders' equity

$34,706

$34,200

The accompanying notes are an integral part of these financial statements.








SCIENTIFIC TECHNOLOGIES INCORPORATED

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited, in thousands, except per share data)

 

For the three months ended

 

Jun. 30, 2002

Jun. 30, 2001

 

 

 

Sales

$12,653

$11,581

 

 

 

Cost of goods sold

7,047

7,492

 

 

 

Gross profit

5,606

4,089

 

 

 

Operating expenses:

 

 

Selling, general and administrative

3,952

4,249

Research and development

1,241

1,281

Amortization of intangible assets

190

175

Total operating expenses

5,383

5,705

 

 

 

Income (loss) from operations

223

(1,616)

 

 

 

Interest and other income, net

7

70

 

 

 

Income (loss) before income taxes

230

(1,546)

 

 

 

Provision for (benefit from) income taxes

87

(587)

 

 

 

Net income (loss)

$ 143

$ (959)

 

 

 

Net income (loss) per common share:

 

 

Basic and diluted

$ 0.02

$ (0.10)

 

 

 

Shares used to compute net income (loss) per common share:
Basic and diluted

9,679

9,655

The accompanying notes are an integral part of these financial statements.








SCIENTIFIC TECHNOLOGIES INCORPORATED

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited, in thousands, except per share data)

 

For the six months ended

 

Jun. 30, 2002

Jun. 30, 2001

 

 

 

Sales

$23,701

$25,904

 

 

 

Cost of goods sold

13,390

15,344

 

 

 

Gross profit

10,311

10,560

 

 

 

Operating expenses:

 

 

Selling, general and administrative

7,581

8,190

Research and development

2,490

2,780

Amortization of intangible assets

353

350

Total operating expenses

10,424

11,320

 

 

 

Loss from operations

(113)

(760)

 

 

 

Interest and other income, net

9

150

 

 

 

Loss before income taxes

(104)

(610)

 

 

 

Benefit from income taxes

(40)

(232)

 

 

 

Net loss

$ (64)

$ (378)

 

 

 

Net loss per common share:

 

 

Basic and diluted

$ (0.01)

$ (0.04)

 

 

 

Shares used to compute net loss per common share:
Basic and diluted

9,672

9,653

The accompanying notes are an integral part of these financial statements.








SCIENTIFIC TECHNOLOGIES INCORPORATED

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited, in thousands)

 

For the six months ended

 

Jun. 30, 2002

Jun. 30, 2001

Cash flows from operating activities

 

 

Net loss

$ (64)

$ (378)

Adjustments to reconcile net loss to cash
provided by operating activities:

 

 

Depreciation and amortization

1,317

951

Changes in assets and liabilities

 

 

Decrease (increase) in accounts receivable

(803)

1,908

Decrease (increase) in inventories

509

(259)

Increase in other assets

(486)

(181)

Increase (decrease) in accounts payable

150

(1,030)

Increase in payable to Parent

--

1,365

Increase (decrease) in accrued liabilities

400

(355)

Cash flows provided by operating activities

1,023

2,021

 

 

 

Cash flows from investing activities

 

 

Purchase of property, plant and equipment

(794)

(503)

Net cash used in connection with the acquisition of

Dunn Sales, Inc.

--

(4,113)

Sale (purchase) of short-term investments

--

(369)

Cash flows used in investing activities

(794)

(4,985)

 

 

 

Cash flows from financing activities

 

 

Dividends

--

(77)

Issuance of common stock

20

--

Cash flows provided by (used in) financing activities

20

(77)

 

 

 

Change in cash and cash equivalents

249

(3,041)

 

 

 

Cash and cash equivalents at beginning of period

1,033

4,048

Cash and cash equivalents at end of period

$ 1,282

$ 1,007

 

The accompanying notes are an integral part of these financial statements.








SCIENTIFIC TECHNOLOGIES INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The accompanying condensed consolidated financial statements for the three and six months ended June 30, 2002 and 2001 are unaudited. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S- X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles in the United States of America for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, considered necessary to present fairly the financial position, results of operations and cash flows of Scientific Technologies, Inc. (the "Company") and its subsidiaries for all periods presented.

To prepare these condensed consolidated financial statements in conformity with generally accepted accounting principles, management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

The results of operations are not necessarily indicative of the results to be expected in the future or for the full fiscal year. It is recommended that these condensed consolidated financial statements be read in conjunction with the Company's consolidated financial statements and the notes thereto included in its 2001 Annual Report on Form 10-K.

1. INVENTORIES

Inventories consist of the following: (In thousands)

 

Jun. 30, 2002

Dec. 31, 2001

Raw materials

$5,026

$5,665

Subassemblies

732

1,042

Work in process

1,060

475

Finished goods

1,798

1,943

 

$8,616

$9,125

 

 

 

 

2. NET INCOME (LOSS) PER SHARE

A reconciliation of the numerators and denominators used to compute basic and diluted income (loss) per common share is provided below.

 

(In thousands)

 

 

Income (loss)

Shares

(Per share) Amount

Three months ended June 30, 2002

 

 

 

Basic earnings per share calculation

$ 143


9,675

$ 0.02


Effect of dilutive securities
   Stock options

 

4


 

Diluted earnings per share calculation

$ 143


9,679


$ 0.02


Three months ended June 30, 2001

 

 

 

Basic and diluted loss per share calculation

$ (959)


9,655

$ (0.10)


Total potential common stock excluded from
the computation of loss per share as their
effect was antidilutive

 

50


 

 

(In thousands)

 

 

Income (loss)

Shares

(Per share) Amount

Six months ended June 30, 2002

 

 

 

Basic and diluted loss per share calculation

$ (64)


9,672

$ (0.01)


Total potential common stock excluded from
the computation of loss per share as their
effect was antidilutive

 

8


 

Six months ended June 30, 2001

 

 

 

Basic and diluted loss per share calculation

$ (378)


9,653

$ (0.04)


Total potential common stock excluded from
the computation of loss per share as their
effect was antidilutive

 

14


 

3. COMPREHENSIVE INCOME (LOSS)

For the three and six months ended June 30, 2002 and 2001, there is no significant difference between net income (loss) and comprehensive income (loss).

4. SEGMENT REPORTING AND OTHER INFORMATION

Financial information for each product is as follows: (in thousands)

Three months ended

June 30,

Safety Products

2002

2001

Sales

$10,616

$ 9,169

Group operating profit (loss)

512

(1,050)

Automation Products

Sales

$ 2,037

$ 2,412

Group operating loss

(289)

(566)

Six months ended

June 30,

Safety Products

2002

2001

Sales

$19,897

$20,934

Group operating profit (loss)

611

(346)

Automation Products

Sales

$ 3,804

$ 4,970

Group operating loss

(724)

(414)

At

Jun. 30

Dec. 31

Total Assets

2002

2001

Safety Products

$12,703

$12,335

Automation Products

22,003

21,865

Total

$34,706

$34,200

The Company operates principally in the United States. The Company's operations in Germany are insignificant to the Company as a whole. Sales to foreign customers represented less than 10% of total sales in the three and six month periods ended June 30, 2002.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This interim report on Form 10-Q contains trend analysis and other forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. Such statements include expectations, beliefs, intentions or strategies regarding future operating results, future expenditures, future cash requirements, and future industry conditions that involve risks and uncertainties. The Company's actual results could differ materially from those projected in such forward- looking statements as a result of many factors, including, without limitation, those set forth under this section, the section entitled "Business Factors" below and elsewhere in this report on Form 10-Q.

Results of Operations

(Amounts in thousands, except percentages)

Scientific Technologies Incorporated designs, manufactures and distributes automation safeguarding and specialty sensor products for the industrial control market. The Company's products include safety light guards, profiling scanners, factory automation sensors, controls, components, microcomputers, fiber optics, power monitoring devices, safety mats, pressure, displacement and velocity transducers, digital pressure gauges and comparators and other electronic equipment supplied to industrial automation, commercial and defense customers.

Sales for the three months ended June 30, 2002 increased 9% to $12,653 from $11,581 in the comparable period in 2001. This was primarily the result of increased sales by the Safety Products Group specifically light curtains, vehicle scanners and sales associated with Dunn Sales, which was acquired in June of 2001. These increases offset lower sales by the PSI-Tronix operation, which continues to be negatively impacted by slow semiconductor manufacturing markets. Sales for the six months ended June 30, 2002 declined 9% to $23,701 from $25,904 in the same period in 2001. This was the result of the softness of our markets in the first quarter of 2002.

Gross margin as a percentage of sales for the three and six months ended June 30, 2002 was 44% compared to 35% and 41% for the comparable periods in 2001. The improved margins were generally the result of cost reductions begun in the second quarter of 2001.

Selling, general and administrative expenses for the three and six months ended June 30, 2002 were reduced 7% to $3,952 and $7,581 from $4,249 and $8,190 in the same periods of 2001. The first half of 2002 was positively impacted by the continuing cost reduction measures initiated in April 2001, which offset increased selling, general and administrative expenses associated with the DSI operations. In addition, selling, general and administrative expenses were negatively impacted in 2001 by a non-recurring adjustment to the reserve for doubtful accounts. As a percent of sales for the three and six month periods ended June 30, 2002, selling, general and administrative expenses were 31% and 32% respectively compared to 37% and 32% for the comparable 2001 periods.

Research and development expenses for the second quarter and first six months of 2002 were reduced 3% and 10% to $1,241 and $2,490 from $1,281 and $2,780 in 2001 comparable periods. This was also the result of the above mentioned cost reductions. As a percent of sales for the three and six months ended June 30, 2002, research and development expenses were 10% and 11% respectively compared to 11% for the same periods of 2001.

Liquidity and Capital Resources

At June 30, 2002, our working capital increased 3% to $15,169 compared to $14,690 reported at December 31, 2001. This was primarily due to the improved operating results in the second quarter of 2002.

Available bank borrowings were $6,100, all of which were unused at June 30, 2002. The Company believes that cash from operations, together with its cash resources and available bank borrowings, will be sufficient to fund its working capital requirements for the next twelve months.

Critical Accounting Policies

A discussion of our critical accounting policies is set forth in our 2001 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on April 1, 2002, as amended. There were no material changes in any of our critical accounting estimates or judgments during the three and six months ended June 30, 2002.

Business Factors

Because of the variety of factors and uncertainties affecting our operating results, past financial performance and historic trends may not be a reliable indicator of future performance. These factors, as well as other factors affecting our operating performance, may result in significant volatility in our common stock price. Among the factors which could affect our future business, financial condition or operating results are the following:

Our operating results may fluctuate.

We have experienced fluctuations in annual and quarterly operating results and anticipate that these fluctuations will continue. These fluctuations are caused by a number of factors, including the level and timing of customer orders, fluctuations in purchases of complementary third party products with which our products are sold, the mix of products sold and the timing of operating expenditures. Our operating results have been, and could continue to be negatively impacted by generally adverse economic conditions throughout the high technology sector. In particular, our PSI-Tronix subsidiary has experienced decreases in sales due to the current market conditions in the semiconductor industry.

The seasonality inherent in our business could cause our operating results to fluctuate.

The industrial manufacturing equipment industry in which we compete has historically been subject to seasonality. This is also true with respect to European markets in which we compete where business activity declines due to vacations taken in the summer months. This seasonality, combined with other factors such as the variability in our operating results described above, renders quarter-to-quarter comparisons of our results of operations unreliable as indicators of our overall performance.

The market for our products is highly competitive.

The market for industrial sensors is highly competitive. Many competitors have substantially greater name recognition and technical, marketing and financial resources than we have. Competitive pressures could reduce market acceptance of our products and result in price reductions, decreased revenues and increases in expenses.

Our business could suffer if we do not respond to technological change and new product development demands of our customers.

The market for our products is characterized by changing technology, evolving industry standards, changes in customer needs and new product introductions. Our future success will depend on our ability to enhance current products, develop new products and respond to emerging industry standards, all on a timely and cost-effective basis. The introduction of new products also requires that we manage the transition from older products in order to minimize disruption of customer orders, avoid excessive levels of older product inventories and ensure that adequate supplies of new products can be delivered to meet customer demands.

Our sales are dependent on indirect distribution channels.

A majority of our sales are through third party distributors, system integrators and original equipment manufacturers. These resellers are not required to offer our products exclusively. We cannot assure you that a reseller will continue to offer our products. In addition many of our resellers are privately owned firms which may not be well capitalized. If our ability to sell products through these third parties is impaired, our results of operations would likely suffer.

Our international sales are subject to risks.

Our international sales may be disrupted by currency fluctuations or other events beyond our control, including political or regulatory changes. If our international sales were disrupted for any reason, our revenue levels would decline.

Our business could suffer if we are unable to protect and enforce our intellectual property rights.

We rely on a combination of patent, trademark and trade secret laws and contractual restrictions to establish and protect proprietary rights in our products and services. There can be no assurance that our patents, trademarks, or contractual arrangements or other steps taken by us to protect our intellectual property will prove sufficient to prevent misappropriation of our technology or defer independent third party development of similar technologies. Moreover, there can be no assurance that the technology licenses granted to us from our parent company will continue to be available. The loss of any of our proprietary technology could require us to obtain technology of lower quality or performance standards or at greater cost, which could materially adversely affect our business, results of operations and financial condition. Furthermore, the laws of certain foreign countries may

not protect our products, services or intellectual property rights to the same extent as do the laws of the United States.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The market risk inherent in our investments represents the potential loss arising from adverse changes in interest rates. We are exposed to market risk in the area of interest rate changes impacting the fair value of our investment securities. Our policy is to invest primarily in money market accounts and short-term investments held at financial institutions. We do not have any derivative instruments in our investment portfolio. Due to their highly liquid nature, our investments are subject to minimal credit and market risk.

PART II - OTHER INFORMATION

Items 1 - 3 and 5 are not applicable for this reporting period.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Annual Meeting of shareholders held on May 23, 2002, the shareholders reelected the following to the Board of Directors, Anthony R. Lazzara: 9,526,585 shares for, Joseph J. Lazzara: 9,529,978 shares for, James A. Lazzara: 9,529,778 shares for, James A. Ashford: 9,529,808 shares for, Carl H. Frei: 9,529,521 shares for, Bernard L. Ploshay: 9,529,346 shares for and Richard S. Baldwinson: 9,527,996 shares for. The shareholders also approved the selection of PricewaterhouseCoopers LLP as the Company's independent accountants by a vote of 9,533,880 shares for, 2,740 shares against and 5,440 shares abstaining.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) The following documents are filed as a part of this Report:

Exhibit 3.1 -

Articles of Incorporation, as amended, are incorporated by reference to the Registrant's Form 10-K for the year ended December 31, 1988, Exhibit 3.1.

Exhibit 3.3 -

By-Laws are incorporated by reference to the Registrant's Form 10-K for the year ended December 31, 1985, Exhibit 3.

Exhibit 4.1 -

1997 Employee Stock Purchase Plan is incorporated by reference to the Registrant's Registration Statement on Form S-8 dated October 2, 1998.

Exhibit 4.2 -

1997 Stock Plan is incorporated by reference to the Registrant's Registration Statement on Form S-8 dated October 2, 1998.

Exhibit 21.1 -.

Subsidiaries of the Registrant is incorporated by reference to the Registrant's Form 10-K for the year ended December 31, 2001, Exhibit 21.1

Exhibit 24.1 -

Power of Attorney is incorporated by reference to the Registrant's Form 10-K for the year ended December 31, 2001, Exhibit 24.1.

Exhibit 99.1 -

Certification of Chief Executive and Chief Financial Officers

 

  1. No Reports on Form 8-K were filed during the first six months of 2002.







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

SCIENTIFIC TECHNOLOGIES INCORPORATED
Registrant             

Date: August 13, 2002

 

/s/Joseph J. Lazzara

 

 

Joseph J. Lazzara

 

 

President and Chief Executive Officer
(Principal Executive and Financial officer)

 

 

 

 

 

 

 

 

Date: August 13, 2002

 

/s/ Richard O. Faria

 

 

Richard O. Faria

 

 

Vice-President, Finance & Administration
(Principal Accounting Officer)