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, 2004 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
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6550 Dumbarton Circle
Fremont, CA 94555
(510) 608-3400
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 [ ].
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of Act). Yes [ ] NO [X]
Common stock outstanding as of April 30, 2004 was 9,732,148 shares.
SCIENTIFIC TECHNOLOGIES INCORPORATED
Quarter Ended March 31, 2004
INDEX
PART I. Financial Information | Page No. |
Item 1. Financial Statements (unaudited): |
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Condensed Consolidated Balance Sheets as of March 31, 2004 and December 31, 2003 |
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Condensed Consolidated Statements of Operations for the Three Months ended March 31, 2004 and 2003 |
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Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2004 and 2003 |
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Notes to Condensed Consolidated Financial Statements |
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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Item 4. Controls and Procedures |
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PART II. Other Information |
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Item 6. Exhibits and Reports on Form 8-K |
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Signatures |
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PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
SCIENTIFIC TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited, in thousands, except for per share data)
Assets |
Mar. 31, 2004 |
Dec. 31, 2003 |
Current assets: |
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Cash and cash equivalents |
$ 3,478 |
$ 2,312 |
Accounts receivable, net |
8,932 |
8,139 |
Inventories |
10,237 |
9,281 |
Deferred income taxes |
2,015 |
2,015 |
Receivable from Parent |
479 |
838 |
Prepaid expenses and other assets |
781 |
1,034 |
Total current assets |
25,922 |
23,619 |
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Property and equipment, net |
3,596 |
3,740 |
Goodwill and other intangible assets, net |
10,002 |
10,321 |
Total assets |
$39,520 |
$37,680 |
Liabilities and Shareholders' Equity |
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Current liabilities: |
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Accounts payable |
$ 3,622 |
$ 2,758 |
Accrued expenses |
3,904 |
3,267 |
Current portion of capital lease with Parent |
68 |
68 |
Total current liabilities |
7,594 |
6,093 |
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Capital lease with Parent |
147 |
164 |
Deferred income taxes |
1,134 |
1,134 |
Total liabilities |
8,875 |
7,391 |
Shareholders' equity: |
10 |
10 |
Capital in excess of par value |
5,824 |
5,792 |
Retained earnings |
24,811 |
24,487 |
Total shareholders' equity |
30,645 |
30,289 |
Total liabilities and shareholders' equity |
$39,520 |
$37,680 |
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)
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For the three months ended |
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Mar. 31, 2004 |
Mar. 31, 2003 |
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Sales |
$14,634 |
$12,959 |
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Cost of sales |
8,566 |
7,413 |
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Gross profit |
6,068 |
5,546 |
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Operating expenses: |
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Selling, general and administrative |
4,407 |
4,084 |
Research and development |
1,017 |
1,173 |
Amortization of intangible assets |
165 |
165 |
Total operating expenses |
5,589 |
5,422 |
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Income from operations |
479 |
124 |
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Interest and other income, net |
44 |
21 |
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Income before income taxes |
523 |
145 |
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Provision for income taxes |
199 |
55 |
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Net income |
$ 324 |
$ 90 |
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Net income per share: |
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Basic and diluted |
$ 0.03 |
$ 0.01 |
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Shares used to compute net income per share: |
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The accompanying notes are an integral part of these financial statements.
SCIENTIFIC TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited, in thousands)
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For the three months ended |
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Mar. 31, 2004 |
Mar. 31, 2003 |
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Cash flows from operating activities |
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Net income |
$ 324 |
$ 90 |
Adjustments to reconcile net income to cash |
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provided by operating activities: |
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Depreciation and amortization |
625 |
658 |
Changes in assets and liabilities |
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Accounts receivable |
(793) |
244 |
Inventories |
(956) |
(1,005) |
Receivable from Parent |
359 |
(31) |
Prepaid expense and other assets |
253 |
71 |
Accounts payable |
864 |
47 |
Accrued expenses |
637 |
205 |
Cash flows provided by operating activities |
1,313 |
279 |
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Cash flows from investing activities |
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Purchase of property and equipment |
(162) |
(398) |
Cash flows used in investing activities |
(162) |
(398) |
Cash flows from financing activities |
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Repayment of capital lease with Parent |
(17) |
(17) |
Issuance of common stock |
32 |
14 |
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Cash flows provided by (used in) financing activities |
15 |
(3) |
Change in cash and cash equivalents |
1,166 |
(122) |
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Cash and cash equivalents at beginning of period |
2,312 |
2,620 |
Cash and cash equivalents at end of period |
$ 3,478 |
$ 2,498 |
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Supplemental disclosure of cash flow information: |
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Cash paid to Parent for income taxes |
$ 199 |
$ 55 |
The accompanying notes are an integral part of these financial statements.
SCIENTIFIC TECHNOLOGIES INCORPORATED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. INTERIM FINANCIAL STATEMENTS
The accompanying condensed consolidated financial statements for the three months ended March 31, 2004 and 2003 are unaudited and have been prepared in accordance with generally accepted accounting principles in the United States of America 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 at the date of the financial statements and revenue and expenses during the reporting period. 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 audited consolidated financial statements and the notes thereto included in its 2003 Annual Report on Form 10-K.
STOCK-BASED COMPENSATION
Statement of Financial Accounting Standards ("SFAS") No. 148, issued in December 2002, amends SFAS No. 123 to require that disclosures of the pro forma effect of using the fair value method of accounting for stock-based employee compensation be presented on a quarterly basis and displayed more prominently and in a tabular format. The following table sets forth the effect on the Company's net income and net income per share as if the Company had recorded compensation costs based on the estimated grant date fair value as defined by SFAS No. 123 for all granted stock-based awards (in thousands, except per share amounts).
Three Months Ended March 31, |
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2004 |
2003 |
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Net income, as reported |
$ 324 |
$ 90 |
Deduct: Stock-based employee compensation expense |
23 |
26 |
Pro forma net income |
$ 301 |
$ 64 |
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Net income per share - basic and diluted: |
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As reported |
$ 0.03 |
$ 0.01 |
Pro forma |
$ 0.03 |
$ 0.01 |
2. INVENTORIES
Inventories consist of the following (in thousands):
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Mar. 31, 2004 |
Dec. 31, 2003 |
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Raw materials |
$ 3,616 |
$4,692 |
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Subassemblies |
1,072 |
911 |
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Work in process |
2,771 |
1,225 |
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Finished goods |
2,778 |
2,453 |
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$10,237 |
$9,281 |
3. NET INCOME PER SHARE
A reconciliation of the numerators and denominators used to compute basic and diluted income per common share is provided below.
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(In thousands) |
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Income |
Shares |
(Per share) Amount |
Three months ended March 31, 2004 |
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Basic earnings per share calculation |
$ 324 |
9,723 |
$ 0.03 |
Effect of dilutive securities |
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70 |
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Diluted earnings per share calculation |
$ 324 |
9,793 |
$ 0.03 |
Three months ended March 31, 2003 |
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Basic earnings per share calculation |
$ 90 |
9,685 |
$ 0.01 |
Effect of dilutive securities |
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35 |
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Diluted earnings per share calculation |
$ 90 |
9,720 |
$ 0.01 |
4. COMPREHENSIVE INCOME
For the three months ended March 31, 2004 and 2003, there is no difference between net income and comprehensive income.
5. SEGMENT REPORTING AND OTHER INFORMATION
Financial information for each product group is as follows: (in thousands)
Three months ended |
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March 31, |
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Safety Products |
2004 |
2003 |
Sales |
$12,356 |
$11,078 |
Group operating profit |
805 |
647 |
Automation Products |
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Sales |
$ 2,278 |
$ 1,881 |
Group operating loss |
(326) |
(523) |
At |
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Mar. 31 |
Dec. 31 |
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Total Assets |
2004 |
2003 |
Safety Products |
$33,924 |
$32,469 |
Automation Products |
5,596 |
5,211 |
Total |
$39,520 |
$37,680 |
The Company operates principally in the United States. The Company's operations in Germany are less than 10% of total operations. Sales to foreign customers represented less than 12% of total sales in the three months ended March 31, 2004 and 2003.
6. COMMITMENTS AND CONTINGENCIES
The Company offers warranties on certain products and records a liability for the estimated future costs associated with warranty claims, which is based upon historical experience and the Company's estimate of the level of future costs. A reconciliation of the changes in the Company's warranty liability follows (in thousands):
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Three months ended March 31, |
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2004 |
2003 |
Warranty accrual at beginning of period |
$221 |
$241 |
Accruals for warranties issued |
42 |
56 |
Expenses incurred |
(42) |
(56) |
Warranty accrual at end of period |
$221 |
$241 |
As permitted under Oregon law the Company has agreements whereby the Company indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was serving at the Company's request in such capacity. The indemnification term is for the period that the officer or director is serving in such capacity or is subject to any possible claim or action by reason of the fact that the Indemnitee was serving in that capacity. The maximum potential amount of future payments by the Company could be unlimited; however the Company has a director and officer insurance policy that limits the Company's exposure and enables the Company to recover a portion of any future amounts paid. As a result of the insurance policy coverage, the Company believes that the estimated fair value of these agreements is minimal.
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, machine safeguarding installation services, safety interlock switches, safety relays, safety edges, safety mats, ultrasonic sensors, level and flow controllers, 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 March 31, 2004 increased 13% to $14,634 from $12,959 in the comparable period in 2003. During the first quarter of 2004, we experienced an increase in shipments by the Safety Products Group ("SPG") of 12% and the Automation Products Group ("APG") of 21%. The increased sales growth by SPG was primarily related to an increase in project revenue from the Machine Services Division ("MSD") and an increase in the number of safety products sold. APG sales growth was fueled by increased sales of level sensor products and, to a lesser extent, increased volume of pressure products.
Gross margin for the first quarter of 2004 declined to 41% for the first quarter of 2004 from 43% in the first quarter of 2003. This resulted from an increase in the proportion of MSD sales, which carry a higher cost, to total sales in the first quarter of 2004. Gross profit grew $522 or 9% to $6,068 from $5,546 recorded in the first quarter of 2003.
Selling, general and administrative expenses for the three months ended March 31, 2004 increased 8% to $4,407 from $4,084 in the same period of 2003. This was a result of increased printing, insurance, publicity and legal expenses of approximately $131, plus a $59 accounts receivable write-off relating to a single distributor. We were able to keep our selling, general and administrative expense percentage increases in the first quarter of 2004 to approximately 60% of the rate of sales increase. As a percentage of sales for the three months ended March 31, 2004, selling, general and administrative expenses improved to 30% compared to 32% for the same period in 2003.
Research and development expenses for the first quarter of 2004 declined 13% to $1,017 from the $1,173 recorded in the first three months of 2003. This was primarily the result of lower staffing levels, and reduced consulting and material expenses in the first quarter of 2004 compared to the comparable 2003 period. As a percentage of sales for the three months ended March 31, 2004, research and development expenses were 7% compared to 9% for the same period of 2003. We expect research and development expenses to rise as a percentage of sales in subsequent quarters.
Our effective income tax rate for the three months ended March 31, 2004 was 38%. Income taxes payable or receivable are calculated on a stand alone basis and are recorded as a payable to or receivable from our parent, which files a consolidated tax return including our accounts.
Liquidity and Capital Resources
At March 31, 2004, our working capital increased 5% to $18,328 compared to $17,526 reported at December 31, 2003. This resulted primarily from increased cash, accounts receivable and inventories partially offset by higher accounts payable and accrued expenses.
Available bank borrowings were $6,100, all of which were unused at March 31, 2004. We believe that cash from operations, together with cash resources and available bank borrowings, will be sufficient to fund working capital requirements for the next twelve months.
Critical Accounting Policies
A discussion of our critical accounting policies is set forth in our 2003 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 3l, 2004. There were no material changes in any of our critical accounting estimates or judgments during the first quarter of 2004.
Business Factors
Because of the variety of factors and uncertainties affecting our operating results, past financial performance and historical 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 complementary third party products with which our products are sold, the mix of products sold and the timing of operating expenditures. Our operating results are also negatively impacted by generally adverse economic conditions throughout the high technology sector. In particular, our pressure products continue to experience low sales volume due to the recent 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 indicia 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 respond to emerging industry standards, enhance current products, develop new products, and achieve market acceptance of those products, 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 independent distributors.
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, as was demonstrated by the failure of two of our distributors during 2001. 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, 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. Also, competitors may develop their own intellectual property or technologies, obtain their own patents, or challenge the validity of, or be able to design around, our patents. 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.
We may initiate claims or litigation against other third parties for infringement of proprietary rights or to establish the validity of proprietary rights. Similarly, our competitors may initiate claims or litigation against us alleging infringement of their proprietary rights or improper use of their intellectual property. Litigation relating to intellectual property to which we may become a party is subject to numerous risks and uncertainties, including the risk of counterclaims or other litigation against us, and we may not be successful in any such litigation.
Our operations have been and may continue to be negatively impacted by uncertain global economic and political conditions
Our business may suffer as a result of general economic and political conditions in the U.S. and abroad. In 2002 and 2001, there was a rapid and severe downturn in the U.S. market and global economy. Whether that trend will continue is uncertain. This uncertainty has been compounded by recent terrorist activity, such as the attacks in the U.S. on September 11, 2001, and the recent military activity in Afghanistan, Iraq and the Middle East. Additional terrorist acts or acts of war could cause damage or disruption to us or to our suppliers and our customers. Fears of global recession, war, and terrorism may continue to have seriously detrimental effects on the U.S. and global economies. Such conditions could further dampen consumer confidence and cause our customers to slow or cease spending on our products. If these events continue, our operations may be negatively impacted.
We are dependent upon suppliers and outsourced manufacturing, several of which are located outside of the U.S. Disruption of our access to these supplies and services, or problems with the quality of supplies or services, could prevent us from filling customer orders and harm our business.
The principal components of our products are purchased from outside vendors. We generally buy components under purchase orders, do not have long-term agreements with our suppliers, and we generally do not maintain large inventories of components. Any termination of, or significant disruption of, our relationships with the suppliers of our product components may prevent us from filling customer orders in a timely manner which could result in customer dissatisfaction and lost sales.
We rely on third party manufacturers for subassembly of products and for final assembly, quality assurance, and testing of some of our products. These outsourcing arrangements and any future outsourcing arrangements involve numerous risks, including reduced control over product quality, delivery schedules, manufacturing yields, and costs.
Our ability to develop and market our products is dependent upon our retention of certain executive officers and other key personnel.
We are greatly dependent on the ability to retain key management and technical personnel, and our future success is highly dependent upon the personal efforts of our management and technical personnel. The loss of services of any one of them could have a material adverse effect on our business, financial condition, and results of operations. Our success will also be dependent in part upon our ability to attract, retain, and motivate highly skilled employees. We may need to offer additional compensation or incentives to attract and retain these and other employees.
If we are unable to successfully develop our international sales efforts, our results of operations may suffer.
We have to develop, integrate, and expand our international distribution networks in an effort to increase international sales of our products. We may not be successful in developing or expanding the international distribution network or in marketing and selling products in foreign markets. If the revenues generated by our international sales are not adequate to recover the expense of establishing, expanding, and maintaining an international distribution network, our business, financial condition, and results of operations could be materially adversely affected. If international sales become a more significant component of net sales, our business could become more vulnerable to the risks inherent in doing business internationally, including:
The existence or occurrence of any one of these factors could have a material adverse effect on our business, financial condition, and results of operations.
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.
Item 4. CONTROLS AND PROCEDURES.
(a) As of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
(b) There have been no significant changes in our internal control over financial reporting or in other factors that could significantly affect internal control over financial reporting subsequent to the date we carried out our evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
Items 1 - 5 are not applicable for this reporting period.
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 24.1 - |
Power of Attorney is incorporated by reference to the Registrant's Form 10-K for the year ended December 31, 2003, Exhibit 24.1. |
Section 302 Certification of Chief Executive and Chief Financial Officers |
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Section 906 Certification of Chief Executive and Chief Financial Officers |
(b) A Report on Form 8-K was filed on March 17, 2004 furnishing the Fourth Quarter Earnings Release of Scientific Technologies Incorporated to the Securities and Exchange Commission.
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.
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SCIENTIFIC TECHNOLOGIES INCORPORATED |
Date: May 14, 2004 |
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/s/Joseph J. Lazzara |
Date: May 14, 2004 |
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/s/ Richard O. Faria |