UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the quarterly
period ended June 30, 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 0-24712
Metrologic Instruments, Inc.
(Exact name of registrant as specified in its charter)
New Jersey 22-1866172
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
90 Coles Road, Blackwood, New Jersey 08012
(Address of principal executive offices) (Zip Code)
(856) 228-8100
(Registrant's telephone number,
including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes X No __
As of July 26, 2004, there were 21,555,399 shares of Common Stock, $.01 par
value per share, outstanding.
METROLOGIC INSTRUMENTS, INC.
INDEX
Page
No.
Part I - Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
June 30, 2004 (unaudited) and December 31, 2003 3
Condensed Consolidated Statements of Operations (unaudited)
-Three and Six Months Ended June 30, 2004 and 2003 4
Condensed Consolidated Statements of Cash Flows (unaudited)
-Six Months Ended June 30, 2004 and 2003 5
Notes to Condensed Consolidated Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures about Market Risk 19
Item 4. Controls and Procedures 19
Part II - Other Information
Item 1. Legal Proceedings 21
Item 4. Submission of Matters to a Vote of Security Holders 22
Item 6. Exhibits and Reports on Form 8-K 23
Signatures 24
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
Metrologic Instruments, Inc.
Condensed Consolidated Balance Sheets
(amounts in thousands except share data)
June 30, December 31,
Assets 2004 2003
-------- --------
(Unaudited)
Current assets:
Cash and cash equivalents $ 52,390 $ 48,817
Accounts receivable, net of allowances
of $599 and $485, respectively 28,873 27,369
Inventory 22,484 16,972
Deferred income taxes 1,757 1,758
Other current assets 3,216 3,692
-------- --------
Total current assets 108,720 98,608
Property, plant and equipment, net 17,134 16,940
Patents and trademarks, net 5,503 5,184
Holographic technology, net 194 252
Advance license fee, net 1,118 1,176
Goodwill 22,593 17,536
Other assets 135 204
-------- --------
Total assets $155,397 $139,900
======== ========
Liabilities and shareholders' equity
Current liabilities:
Current portion of lines of credit $ 3,696 $ 4,886
Current portion of notes payable 239 321
Accounts payable 9,701 7,482
Accrued expenses 14,369 11,518
Deferred contract revenue 694 289
-------- --------
Total current liabilities 28,699 24,496
Notes payable, net of current portion 212 320
Deferred income taxes 3,517 3,515
Other liabilities 3,808 3,961
Shareholders' equity:
Preferred stock, $0.01 par value: 500,000 shares
authorized; none issued - -
Common stock, $0.01 par value: 30,000,000 shares
authorized; 21,540,925 and 20,807,884 shares
issued and outstanding at June 30, 2004 and
December 31, 2003, respectively 215 208
Additional paid-in capital 82,689 80,201
Retained earnings 37,771 28,482
Accumulated other comprehensive loss (1,514) (1,283)
--------- --------
Total shareholders' equity 119,161 107,608
--------- --------
Total liabilities and shareholders' equity $ 155,397 $139,900
========= ========
See accompanying notes.
Metrologic Instruments, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(amounts in thousands except share and per share data)
Three Months Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
---- ---- ---- ----
Sales $ 40,990 $ 31,851 $ 80,690 $ 63,722
Cost of sales 22,749 18,444 42,798 37,549
--------- ---------- ---------- ----------
Gross profit 18,241 13,407 37,892 26,173
Selling, general and administrative
expenses 9,099 7,845 18,473 15,252
Research and development expenses 2,124 1,763 3,847 3,524
---------- ---------- ---------- ----------
Operating income 7,018 3,799 15,572 7,397
Other income (expenses)
Interest income 138 8 248 13
Interest expense (114) (280) (213) (744)
Foreign currency transaction
gain (loss) (227) 130 (465) 155
Gain on extinguishment of debt - - - 2,200
Other expense, net (72) (129) (160) (709)
---------- ---------- ---------- ----------
Total other income (expenses) (275) (271) (590) 915
---------- ---------- ---------- ----------
Income before income tax
provision 6,743 3,528 14,982 8,312
Income tax provision 2,562 1,341 5,693 2,323
---------- ---------- ---------- ----------
Net income $ 4,181 $ 2,187 $ 9,289 $ 5,989
========== ========== ========== ==========
Basic income per share:
Weighted average shares
outstanding 21,503,690 16,579,772 21,327,194 16,498,718
========== ========== ========== ==========
Basic income per share $ 0.19 $ 0.13 $ 0.44 $ 0.36
========== ========== ========== ==========
Diluted income per share:
Weighted average shares
outstanding 21,503,690 16,579,772 21,327,194 16,498,718
Net effect of dilutive
securities 1,450,468 1,975,568 1,633,317 1,310,630
---------- ---------- --------- ----------
Total shares outstanding
used in computing diluted
income per share 22,954,158 18,555,340 22,960,511 17,809,348
========== ========== ========== ==========
Diluted income per share $ 0.18 $ 0.12 $ 0.40 $ 0.34
========== ========== ========== ==========
See accompanying notes.
Metrologic Instruments, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(amounts in thousands)
Six Months Ended
June 30,
---------------------------
2004 2003
-------- --------
Operating activities
Net cash provided by
operating activities $ 10,025 $ 8,278
Investing activities
Restricted cash - 1,000
Purchase of property, plant and equipment (1,735) (660)
Purchase of minority interest in subsidiary (5,556) (70)
Patents and trademarks (532) (422)
Proceeds from sale of property 31 -
------- -------
Net cash used in
investing activities (7,792) (152)
Financing activities
Proceeds from exercise of stock options and
employee stock purchase plan 2,495 1,693
Principal payments on notes payable (172) (15,686)
Proceeds from issuance of notes payable - 4,109
Net (payments on) proceeds from lines of credit (1,082) 2,364
Capital lease payments (67) (22)
Issuance of warrants - 247
Increase in financing costs - (110)
Net cash provided by (used in) ------- -------
financing activities 1,174 (7,405)
Effect of exchange rates on cash 166 (235)
------- -------
Net increase in cash and
cash equivalents 3,573 486
Cash and cash equivalents at beginning of period 48,817 1,202
------- -------
Cash and cash equivalents at end of period $ 52,390 $ 1,688
======== =======
Supplemental Disclosure:
Cash paid for interest $ 122 $ 1,098
======== =======
Cash paid for income taxes $ 2,256 $ 1,033
======== =======
See accompanying notes.
METROLOGIC INSTRUMENTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(amounts in thousands except per share data)
(Unaudited)
1. Business
Metrologic Instruments, Inc. and its subsidiaries (collectively, the "Company")
design, manufacture and market bar code scanning and high-speed automated data
capture solutions using laser, holographic and vision-based technologies. The
Company offers expertise in one-dimensional and two-dimensional bar code
reading, optical character recognition, image lift, and parcel dimensioning and
singulation detection for customers in retail, commercial, manufacturing,
transportation and logistics, and postal and parcel delivery industries.
Additionally, through its wholly-owned subsidiary, Adaptive Optics Associates,
Inc. ("AOA"), the Company is engaged in developing, manufacturing, marketing and
distributing custom optical systems which include precision laser beam delivery,
high speed imaging control and data processing, industrial inspection, and
scanning and dimensioning systems for the aerospace and defense industry in the
United States and Canada. The Company's products are sold in more than 110
countries worldwide through the Company's sales, service and distribution
offices located in North and South America, Europe and Asia.
2. Accounting Policies
Interim Financial Information
The accompanying unaudited Condensed Consolidated Financial Statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements. In the opinion
of management, all adjustments (consisting solely of normal recurring
adjustments) necessary for a fair presentation of the Condensed Consolidated
Financial Statements have been included. The results of the interim periods are
not necessarily indicative of the results to be obtained for a full fiscal year.
The Condensed Consolidated Financial Statements and these Notes should be read
in conjunction with Management's Discussion and Analysis of Financial Condition
and Results of Operations contained in this Quarterly Report on Form 10-Q and
the Company's Annual Report on Form 10-K for the year ended December 31, 2003,
including the Consolidated Financial Statements and the Notes to Consolidated
Financial Statements for the year ended December 31, 2003 contained therein.
Stock-Based Compensation
The Company follows Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" ("APB 25") and related interpretations in accounting
for stock options. Under APB 25, if the exercise price of the Company's stock
options equals or exceeds the market price of the underlying common stock on the
date of grant, no compensation expense is recognized. Had compensation expense
for the Company's stock option plan been determined based upon the fair value at
the grant date using the Black Scholes pricing model prescribed under SFAS 123,
the Company's net earnings and net earnings per share would approximate the
pro-forma amounts as follows:
Three Months Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
---- ---- ---- ----
Net income:
As reported $ 4,181 $ 2,187 $ 9,289 $ 5,989
Deduct: (total stock-based employee
compensation expense determined
under fair value based method, net of
related taxes) (263) (139) (303) (275)
------- ------- ------- -------
Pro forma $ 3,918 $ 2,048 $ 8,986 $ 5,714
======= ======= ======= =======
Net income per share:
Basic:
As reported $ 0.19 $ 0.13 $ 0.44 $ 0.36
Pro forma 0.18 0.12 0.42 0.35
Diluted:
As reported $ 0.18 $ 0.12 $ 0.40 $ 0.34
Pro forma 0.17 0.11 0.39 0.32
Use of Estimates
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
Stock Splits
On June 6, 2003, the Board of Directors approved a three-for-two stock split of
our common stock. The stock split was payable in the form of a 50% stock
dividend and entitled each stockholder of record at the close of business on
June 23, 2003 to receive three shares of common stock for every two outstanding
shares of common stock held on that date. The stock dividend was payable on July
3, 2003.
On October 7, 2003, the Board of Directors approved a two-for-one stock split of
our common stock. The stock split was payable in the form of a 100% stock
dividend and entitled each stockholder of record at the close of business on
October 20, 2003 to receive two shares of common stock for every outstanding
share of common stock held on that date. The stock dividend was payable on
October 30, 2003.
The capital stock accounts, all share data and earnings per share data in the
consolidated financial statements give effect to the stock splits, applied
retroactively, to all periods presented.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current
period presentation.
3. Inventory
Inventory consists of the following:
June 30, 2004 December 31, 2003
-------------- ------------------
Raw materials $ 8,197 $ 6,444
Work-in-process 2,746 1,945
Finished goods 11,541 8,583
------ ------
Total $ 22,484 $ 16,972
------ ------
4. Comprehensive Income
The Company's total comprehensive income was as follows:
Three Months Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
---- ---- ---- ----
Net income $ 4,181 $ 2,187 $ 9,289 $ 5,989
Other comprehensive (loss)
income:
Change in equity due to
foreign currency
translation adjustments (10) 528 (231) 813
------- ------- -------- -------
Comprehensive income $ 4,171 $ 2,715 $ 9,058 $ 6,802
======= ======= ======== =======
5. Goodwill and Other Intangible Assets
Goodwill represents the excess of the cost of businesses acquired over the fair
value of the related net assets at the date of acquisition. The changes in the
net carrying amount of goodwill for the six months ended June 30, 2004 consist
of the following:
Industrial/
POS/OEM Optical Total
--------- ---------- ---------
Balance as of December 31, 2003 $ 6,858 $ 10,678 $ 17,536
Purchase of minority interest in
subsidiaries 5,225 - 5,225
Currency translation adjustments (168) - (168)
--------- --------- ---------
Balance as of June 30, 2004 $ 11,915 $ 10,678 $ 22,593
========= ========= =========
Identifiable Intangibles
The Company had identifiable intangible assets with a net book value of $6.8
million and $6.6 million as of June 30, 2004 and December 31, 2003,
respectively.
The following table reflects the components of identifiable intangible assets:
June 30, 2004 December 31, 2003
--------------------- ----------------------
Amortizable Gross Gross
Life Carrying Accumulated Carrying Accumulated
(years) Amount Amortization Amount Amortization
----------- --------------------- ----------------------
Patents and Trademarks 17 7,675 (2,172) 7,143 (1,959)
Holographic Technology 10 1,082 (888) 1,082 (830)
Advance license fee 17 2,000 (882) 2,000 (824)
------ ------ ------ ------
Total 10,757 (3,942) 10,225 (3,613)
====== ====== ====== ======
The Company has determined that the lives previously assigned to these
finite-lived assets are still appropriate and has recorded $329 and $321 of
amortization expense for the six months ended June 30, 2004 and 2003,
respectively
6. Business Segment Information
The Company generates its revenue from the sale of laser bar code scanners
primarily to distributors, value-added resellers, original equipment
manufacturers and directly to end users, in locations throughout the world. No
individual customer accounted for 10% or more of revenues for the three-month
and six-month periods ended June 30, 2004 and 2003.
The Company manages its business on a business segment basis and divides the
business into two major segments: Industrial Scanning and Optical; and Point of
Sale ("POS")/Original Equipment Manufacturers ("OEM"). Sales for the three-
month and six-month periods ended June 30, 2004 and 2003 were as follows:
Three Months Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
---- ---- ---- ----
Business segment net sales:
POS/OEM $ 32,084 26,337 63,189 53,003
Industrial/Optical 8,906 5,514 17,501 10,719
---------------------------------------
Total 40,990 31,851 80,690 63,722
---------------------------------------
Business segment gross profit:
POS/OEM $ 15,692 11,496 32,436 22,442
Industrial/Optical 2,549 1,911 5,456 3,731
---------------------------------------
Total 18,241 13,407 37,892 26,173
---------------------------------------
Business segment operating income:
POS/OEM $ 6,276 3,415 13,516 7,042
Industrial/Optical 742 384 2,056 355
---------------------------------------
Total 7,018 3,799 15,572 7,397
---------------------------------------
Total other (expenses) income $ (275) (271) (590) 915
---------------------------------------
Income before income taxes $ 6,743 3,528 14,982 8,312
---------------------------------------
7. Acquisitions
Metrologic do Brasil
On February 4, 2003, the Company paid cash of $71 and signed 3 promissory notes
with a total discounted value of $204 for the remaining 49% interest in
Metrologic do Brasil. During the six months ended June 30, 2004, the Company
paid one promissory note in the amount of $75 with the two remaining promissory
notes payable on February 4, 2005 and February 4, 2006, respectively.
The Company accounted for this acquisition under the purchase method of
accounting. The total purchase price and costs in excess of assets acquired
(goodwill) was $275.
Metrologic Eria Iberica ("MEI")
On August 5, 2003, the Company entered into an agreement to purchase the
remaining 49% interest in MEI for a purchase price of 5.9 million euros.
Payments are being made in twelve quarterly installments over three years which
commenced August 5, 2003 and matures April 3, 2006. As of June 30, 2004, we had
purchased an additional 18.04%, of which 4.1% was purchased during the second
quarter of 2004 for approximately 0.5 million euros, or $0.6 million at the
exchange rate on June 30, 2004.
Metrologic Eria France ("MEF")
On March 19, 2004, the Company entered into an agreement to purchase the
remaining 49% minority interest of MEF for a purchase price of 3.6 million
euros, or $4.3 million at the exchange rate on March 31, 2004. As of June 30,
2004, we owned 100% of MEF.
The Company accounted for this acquisition under the purchase method of
accounting.
8. Recently Issued Accounting Standards
In December 2003, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 46 (revised), "Consolidation of Variable Interests Entities"
("FIN 46R"), which addresses how a business enterprise should evaluate whether
it has a controlling financial interest in an entity through means other than
voting rights and, accordingly, should consolidate the variable interest entity
("VIE"). FIN 46R replaces FASB Interpretation No. 46 that was issued in January
2003. Companies are required to apply FIN 46R to VIEs generally as of March 31,
2004 and to special-purpose entities as of December 31, 2003. For any VIEs that
must be consolidated under FIN 46R that were created before January 1, 2004, the
assets, liabilities and non-controlling interest of the VIE initially would be
measured at their carrying amounts, and any difference between the net amount
added to the balance sheet and any previously recognized interest would be
recorded as a cumulative effect of an accounting change. If determining the
Carrying amounts is not practicable, fair value at the date FIN 46R first
applies may be used to measure the assets, liabilities and non-controlling
interest of the VIE. The adoption of FIN 46 and related interpretations had no
significant impact on our consolidated financial position, consolidated results
of operations or liquidity.
9. Legal Matters
Symbol Technologies, Inc. v. Metrologic
On May 3, 2002, the Company was served with a lawsuit that was filed on April
12, 2002 by Symbol Technologies, Inc., in the U.S. District Court for the
Eastern District of New York alleging that the Company was in breach of the
terms of the License Agreement between the Company and Symbol (the "Agreement").
The Complaint sought a declaratory judgment from the Court that the Company was
in breach of the Agreement. On March 31, 2003, the Court entered its decision on
the parties' respective motions for summary judgment, and finding in the
Company's favor, the Court dismissed certain counts of Symbol's complaint. On
April 9, 2003, Symbol voluntarily dismissed the remaining counts of the
complaint. Symbol filed its Notice of Appeal with the U.S. Court of Appeals for
the Second Circuit on May 7, 2003. On December 23, 2003, the Court of Appeals
dismissed Symbol's appeal in this matter. In the interim, Symbol decided to
proceed with the arbitration for which the Company had filed a Demand in June
2002, which had been stayed pending the decision by the lower court. On June 26,
2003, Symbol filed an Amended Answer and Counterclaims in the Arbitration
asserting that (a) the Company's allegedly infringing products are royalty
bearing products, as defined under the Agreement, and (b) in the alternative,
those products infringe upon one or more of Symbol's patents. In December 2003,
the Company withdrew its Demand for Arbitration, and the parties have briefed
the threshold issue of arbitrability in this matter on Symbol's remaining
counterclaims. In March 2004, the parties argued their respective positions to
the arbitrator and the arbitrator reached a decision that the parties should
move forward with the arbitration.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Forward Looking Statements; Certain Cautionary Language
Written and oral statements provided by us from time to time may contain certain
forward looking information, as that term is defined in the Private Securities
Litigation Reform Act of 1995 (the "Act") and in releases made by the Securities
and Exchange Commission ("SEC"). The cautionary statements which follow are
being made pursuant to the provisions of the Act and with the intention of
obtaining the benefits of the "safe harbor" provisions of the Act. While we
believe that the assumptions underlying such forward looking information are
reasonable based on present conditions, forward looking statements made by us
involve risks and uncertainties and are not guarantees of future performance.
Actual results may differ materially from those in our written or oral forward
looking statements as a result of various factors, including, but not limited
to, the following: (i) difficulties or delays in the development, production,
testing and marketing of products, including, but not limited to, a failure to
ship new products when anticipated, failure of customers to accept these
products when planned, any defects in products or a failure of manufacturing
efficiencies to develop as planned; (ii) continued or increased competitive
pressure which could result in reduced selling prices of products or increased
sales and marketing promotion costs; (iii) reliance on third party resellers,
distributors and OEMs which subject us to business failure risks of such
parties, credit and collections exposure, and other business concentration
risks; (iv) the future health of the United States and international economies
and other economic factors that directly or indirectly affect the demand for our
products; (v) foreign currency exchange rate fluctuations between the U.S.
dollar and other major currencies including, but not limited to, the euro,
Singapore dollar, Brazilian real, Chinese renminbi and British pound affecting
our results of operations; (vi) the effects of and changes in trade, monetary
and fiscal policies, laws, regulations and other activities of government,
agencies and similar organizations, including, but not limited to trade
restrictions or prohibitions, inflation, monetary fluctuations, import and other
charges or taxes, nationalizations and unstable governments; (vii) continued or
prolonged capacity constraints that may hinder our ability to deliver ordered
product to customers; (viii) a prolonged disruption of scheduled deliveries from
suppliers when alternative sources of supply are not available to satisfy our
requirements for raw material and components; (ix) the costs and potential
outcomes of legal proceedings or assertions by or against us relating to
intellectual property rights and licenses; (x) our ability to successfully
defend against challenges to our patents and our ability to develop products
which avoid infringement of third parties' patents; (xi) occurrences affecting
the slope or speed of decline of the life cycle of our products, or affecting
our ability to reduce product and other costs and to increase productivity;
(xii) and the potential impact of terrorism and international hostilities.
All forward-looking statements included herein are based upon information
presently available, and we assume no obligation to update any forward-looking
statements.
General
The following discussion of our results of operations and liquidity and capital
resources should be read in conjunction with our Condensed Consolidated
Financial Statements and the related Notes thereto appearing elsewhere in this
Quarterly Report on Form 10-Q and the Consolidated Financial Statements and the
Notes to Consolidated Financial Statements for the year ended December 31, 2003
contained in our Annual Report on Form 10-K for the year ended December 31,
2003. The Condensed Consolidated Financial Statements for the three and six
months ended June 30, 2004 and 2003 are unaudited.
Metrologic Instruments, Inc. and its subsidiaries (collectively, "we", "us",
"our" or the "Company") are experts in optical image capture and processing
solutions. We utilize our expertise to design, manufacture and market
sophisticated imaging and scanning solutions serving a variety of point-of-sale,
commercial and industrial applications. Our solutions utilize a broad array of
laser, holographic and vision-based technologies designed to provide superior
functionality and a compelling value proposition for our customers.
Executive Overview
We are experts in optical image capture and processing solutions. We utilize our
expertise to design, manufacture and market sophisticated imaging and scanning
solutions serving a variety of point-of-sale, commercial and industrial
applications. Our solutions utilize a broad array of laser, holographic and
vision-based technologies designed to provide superior functionality and a
compelling value proposition for our customers. In recent years, we have
increased sales, cash flow from operations and net income primarily through the
introduction of new products and a focus on cost reduction activities to
maintain a competitive advantage.
Success factors critical to our business include sales growth through continued
penetration in existing and new markets, maintaining a highly responsive and
cost efficient infrastructure, achieving the financial flexibility to ensure
that we can respond to new market opportunities in order to return value to our
shareholders and selective pursuit of strategic acquisitions.
In order to continue our penetration into new and existing markets, our strategy
involves expanding our sales channels and expanding our product development
activities. We have recently concentrated our direct sales efforts to further
penetrate some of the largest retailers in the United States. During 2003 and
2004, we were awarded significant contracts from some major customers in our
POS/OEM and Industrial/Optical business segments. A significant portion of the
shipments related to these orders occurred in the first six months of 2004
contributing to our year over year sales growth of 26.6%. Another key factor in
this double-digit sales growth has been our ability to continue our growth in
eastern Europe and throughout Asia, which we believe will continue to be an
opportunity for continued growth, as evidenced by our investment in the
expansion of our Suzhou manufacturing facility, which is scheduled to be
completed in the third quarter of 2004. In addition, we continued to invest in
developing new and improved products to meet the changing needs of our existing
customers. We are continuing to focus on executing our core strategy of
leveraging our engineering expertise to produce new POS and industrial products
that will allow us to penetrate new markets that we have not previously served
and gain market share in our existing markets. During the first six months of
2004, we began to recognize the benefits of the new products introduced during
fiscal 2003 as sales of these products for the three and six months ended June
30, 2004 were approximately $2.3 million and $3.3 million, respectively.
Furthermore, we currently have several promising new products in the pipeline
with anticipated rollouts throughout the remainder of fiscal 2004 and early
2005. We continue to believe 2004 sales will be positively affected as these new
products either begin to ship or ship in larger quantities.
To maintain a highly responsive and cost efficient infrastructure, our focus is
to maximize the efficiency of our organization through process improvements and
cost containment. We continue to focus on our strategy for margin expansion
through specific engineering initiatives to reduce product and manufacturing
costs. During the three and six months ended June 30, 2004, we continued to
realize the benefits of these process improvements. In addition, the expansion
of our manufacturing facility in Suzhou, China continued on schedule. This
expansion will nearly double the size of the existing China operations and more
importantly, will provide cost efficiencies through lower direct labor costs.
Closely linked to the success factors discussed above is our continued focus to
achieve financial flexibility. In October 2003, we completed a follow-on public
offering, which provided us with net proceeds of $55.5 million. We used a
portion of those net proceeds to pay down existing indebtedness and purchase our
Blackwood, NJ facility. We intend to use the remaining net proceeds to fund
working capital requirements in the future for continued growth of our business.
As of June 30, 2004, we had total debt of approximately $4.1 million compared to
$12.7 million as of June 30, 2003. Furthermore, we had cash and cash equivalents
of approximately $52.4 million as of June 30, 2004. We believe that our current
cash and working capital positions and expected operating cash flows will be
sufficient to fund our working capital, planned capital expenditures and debt
repayment requirements for the foreseeable future.
In addition to our internal development and organic growth, we may selectively
pursue strategic acquisitions that we believe will broaden or complement our
current technology base and allow us to serve additional end users and the
evolving needs of our existing customers. In March 2004, we purchased the
remaining 49% interest in Metrologic Eria France for approximately 3.6 million
euros, or $4.3 million at the exchange rate on March 31, 2004.
Forward-looking statements contained in this overview are highly dependent upon
a variety of important factors which could cause actual results to differ
materially from those reflected in such forward looking statements. For a list
of the factors that could cause actual results to differ from expectations,
refer to the section above on Forward Looking Statements.
Results of Operations
Our business is divided into two major segments: Point-of-Sale/Original
Equipment Manufacturers, or POS/OEM, and Industrial Scanning and Optical.
POS/OEM bar code scanners are typically either handheld scanners or fixed
projection scanners. Handheld bar code scanners are principally suited for
retail point-of-sale, document processing, library, healthcare and inventory
applications. Fixed projection scanners, which can be mounted on or in a
counter, are principally suited for supermarkets, convenience stores, mass
merchandisers, health clubs and specialty retailers.
Industrial Scanning and dimensioning products are comprised of fixed position
systems that are either laser or vision-based. These systems range from simple,
one-scanner solutions to complex, integrated systems incorporating
multi-scanner, image capture and dimensioning technologies. Adaptive optical
solutions are highly customized, sophisticated, laser-based systems that correct
for the natural distortion of light as it exits a complex laser and travels
through the atmosphere or other transmission medium.
The following table sets forth certain information regarding our revenues by our
two business segments for the periods indicated.
Three Months Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
---- ---- ---- ----
($ in Thousands)
POS/OEM $ 32,084 $ 26,337 63,189 53,003
Industrial & Optical:
Industrial 3,620 2,923 8,829 6,007
Optical 5,286 2,591 8,672 4,712
-------- -------- ------- --------
Total Industrial 8,906 5,514 17,501 10,719
-------- -------- ------- --------
Total Company $ 40,990 $ 31,851 $ 80,690 $ 63,722
======== ======== ======= ========
Most of our product sales in Western Europe, Brazil and Asia are billed in
foreign currencies and are subject to currency exchange rate fluctuations.
Currently, a significant percentage of our products are manufactured in our U.S.
facility, and therefore, sales and results of operations are affected by
fluctuations in the value of the U.S. dollar relative to such foreign
currencies. We expect, however, that the manufacture of our point-of-sale
("POS") products in our Suzhou, China facility will increase in 2004, which will
result in reduced labor and manufacturing costs in our POS scanners. For the
three and six months ended June 30, 2004, sales were favorably affected by the
continuing decline in the value of the U.S. dollar in relation to certain
foreign currencies, especially the euro, when compared to the comparable period
in 2003.
The following table sets forth certain information as to our sales by
geographical location:
Three Months Ended Six Months Ended
June 30, June 30,
2004 % 2003 % 2004 % 2003 %
---- ---- ---- ----
($ in Thousands)
North America 17,004 41.5% 3,364 42.0% 34,266 42.5% 27,583 43.3%
Europe 16,385 40.0% 13,602 42.7% 33,314 41.3% 27,359 42.9%
Rest of World 7,601 18.5% 4,885 15.3% 13,110 16.2% 8,780 13.8%
------- ----- ------- ----- ------- ----- ------- -----
Total $40,990 100.0% $31,851 100.0% $80,690 100.0% $63,722 100.0%
======= ===== ======= ===== ======= ===== ======= =====
Three Months Ended June 30, 2004 Compared with Three Months Ended June 30, 2003
Sales increased 28.7% to $41.0 million in the three months ended June 30, 2004
from $31.9 million in the three months ended June 30, 2003. Sales of our POS and
original equipment manufacturers ("OEM") products increased by 21.8%, sales of
industrial products increased by 23.8% and sales of optical systems increased by
104%. Approximately $0.8 million of the increase in POS/OEM sales resulted from
the strengthening of the euro against the U.S. dollar. POS/OEM sales increased
approximately $4.2 million due to increased unit sales of handheld and
in-counter scanners, of which $2.3 million was attributed to the introduction of
new products during 2003. These factors were partially offset by a decrease of
approximately $2.0 million resulting from lower average selling prices due to
competitive pricing pressures experienced in the retail sector, primarily in
Europe.
The increase in industrial products sales is attributable to a contract with a
major airline customer for bar code scanning equipment and installation services
to build and install scanning stations and tunnels for use in baggage handling
systems as well as another significant contract within the industrial market.
The increase in optical systems sales reflects an increase in customer funded
research and development programs and an increase in the scope of work for
selected cost plus type contracts during the three months ended June 30, 2004.
International sales accounted for $24.0 million, or 58.5% of total sales, for
the three months ended June 30, 2004 and $18.5 million, or 58.0% of total sales,
for the three months ended June 30, 2003. The predominant portion of the growth
in international sales was from increased sales in Rest of World territory,
primarily Asia. The increase in this territory is attributable to higher volume
through increased market growth. No individual customer accounted for 10.0% or
more of sales in the three months ended June 30, 2004 or 2003.
Cost of sales increased to $22.7 million in the three months ended June 30, 2004
from $18.4 million in the three months ended June 30, 2003. As a percentage of
sales, cost of sales decreased from 57.9% in 2003 to 55.5% in 2004. The decrease
in the percentage of cost of sales can be attributed to the following key
factors:
o The strengthening of the euro against the U.S. dollar, as discussed
above, net of the effect of decreases in average selling prices.
o More favorable product mix resulting from increased sales of certain
more profitable handheld scanners in 2004.
o Lower variable overhead charges, including a decrease in rent expenses
due to the purchase of the Blackwood manufacturing facility in December
2003 and decrease in indirect labor attributed to efficiencies in
manufacturing engineering and product support efforts.
o A decrease in royalty costs due to a reduction in the number of
products covered by the agreement between Symbol Technologies and the
Company.
The decreases noted above are largely offset by an increase in material and
labor costs associated with the procurement of a contract with a
significant customer in the industrial business. While this investment may
have a negative near-term margin impact, we believe this is an important
element of our strategy to continue our penetration into new and existing
markets.
Selling, general and administrative ("SG&A") expenses increased 16.0% to $9.1
million in the three months ended June 30, 2004 from $7.8 million for the three
months ended June 30, 2003. As a percentage of sales, SG&A expenses decreased
from 24.6% of sales in the three months ended June 30, 2003 to 22.2% of sales in
the corresponding period in 2004. The increase in SG&A expenses can be
attributed to increased variable selling expenses associated with the higher
sales volume in 2004, the strengthening of the euro against the U.S. dollar on
euro denominated expenses, increased professional service fees, increased tax
expenses associated with stock options and an increase in salaries and wages.
Research & development ("R&D") expenses increased 20.5% to $2.1 million in the
three months ended June 30, 2004 from $1.8 million for the three months ended
June 30, 2003. As a percentage of sales, R&D expenses decreased slightly from
5.5% of sales in the three months ended June 30, 2003 to 5.2% of sales in the
corresponding period in 2004, which can be attributed to higher sales volume in
2004. In absolute dollars the increase in R&D expenses, which consists of higher
salaries and higher R&D material costs, is attributed to ongoing new product
development efforts.
Net interest income/expense reflects net interest income of $0.02 million for
the three months ended June 30, 2004 compared with net interest expense of $0.3
million for the comparable period in 2003. The decrease can be attributed to the
following factors: (i) lower interest expense and related borrowings outstanding
in 2004 due to repayments and/or termination of outstanding debt issuances
during fiscal 2003 and (ii) higher interest income due to higher cash and cash
equivalent balance resulting from proceeds received from the follow-on public
offering that closed in October 2003.
Other income/expense reflects net other expense of $0.3 million for the three
months ended June 30, 2004 compared with net other income of $0.01 million for
the comparable period in 2003. The change can be attributed to foreign exchange
losses of approximately $0.2 million in 2004 as compared with foreign exchange
gains of $0.1 million in 2003.
Net income was $4.1 million, or $0.18 per diluted share for the three months
ended June 30, 2004 compared with net income of $2.2 million or $0.12 per
diluted share in 2003. Net income reflects a 38% effective tax rate for both
periods. The decrease in the value of the U.S. dollar relative to other foreign
currencies favorably affected diluted earnings per share by approximately $0.02
per diluted share as compared to the corresponding period in 2003.
Six Months Ended June 30, 2004 Compared with Six Months Ended June 30, 2003
Sales increased 26.6% to $80.7 million for the six months ended June 30, 2004
from $63.7 million in the six months ended June 30, 2003. Sales of our POS and
OEM products increased by 19.2%, sales of industrial products increased by 47.0%
and sales of optical systems increased by 84.0%. Approximately $2.9 million of
the increase in POS/OEM sales resulted from the strengthening of the euro
against the U.S. dollar. POS/OEM sales increased approximately $9.4 million due
to increased unit sales of handheld and in-counter scanners, of which $3.3
million was attributed to the introduction of new products during 2003. These
factors were partially offset by a decrease of approximately $4.3 million
resulting from lower average selling prices due to competitive pricing pressures
experienced in the retail sector, primarily in Europe.
The increase in industrial products sales is attributable to a contract with a
major airline customer for bar code scanning equipment and installation services
to build and install scanning stations and tunnels for use in baggage handling
systems as well as another significant contract within the industrial market.
The increase in optical systems sales reflects an increase in customer funded
research and development programs and an increase in the scope of work for
selected cost type contracts during the six months ended June 30, 2004.
International sales accounted for $46.4 million, or 57.5% of total sales, for
the six months ended June 30, 2004 and $36.1 million, or 56.7% of total sales,
for the six months ended June 30, 2003. The predominant portion of the growth in
international sales was from increased sales in Rest of World territory,
primarily Asia. The increase in this territory is attributable to higher volume
through increased market growth.
Cost of sales increased to $42.8 million for the six months ended June 30, 2004
from $37.5 million for the six months ended June 30, 2003. As a percentage of
sales, cost of sales decreased from 58.9% in 2003 to 53.0% in 2004. The decrease
in the percentage of cost of sales can be attributed to the following key
factors:
o The strengthening of the euro against the U.S. dollar, as discussed
above, net of the effect of decreases in average selling prices.
o A decrease in direct material costs as a percent of sales resulting
from product redesigns and our engineering efforts to reduce bill of
material costs.
o More favorable product mix resulting from increased sales of certain
more profitable handheld scanners in 2004.
o Lower variable overhead charges, including a decrease in rent expenses
due to the purchase of the Blackwood manufacturing facility in December
2003 and decrease in indirect labor attributed to efficiencies in
manufacturing engineering and product support efforts.
o A decrease in royalty costs due to a reduction in the number of
products covered by the agreement between Symbol Technologies and the
Company.
The decreases noted above are partially offset by an increase in material
and labor costs associated with the procurement of a contract with a
significant customer in the industrial business. While this investment may
have a negative near-term margin impact, we believe this is an important
element of our strategy to continue our penetration into new and existing
markets.
SG&A expenses increased 21.3% to $18.5 million for the six months ended June 30,
2004 from $15.2 million for the six months ended June 30, 2003. As a percentage
of sales, SG&A expenses decreased slightly from 23.9% of sales for the six
months ended June 30, 2003 to 22.9% of sales in the corresponding period in
2004. The increase in SG&A expenses can be attributed to increased variable
selling expenses associated with the higher sales volume in 2004, the
strengthening of the euro against the U.S. dollar on euro denominated expenses,
increased professional service fees, increased tax expenses associated with
stock options and an increase in salaries and wages.
R&D expenses increased 9.2% to $3.8 million in the six months ended June 30,
2004 from $3.5 million for the six months ended June 30, 2003. As a percentage
of sales, R&D expenses decreased slightly from 5.5% of sales in the six months
ended June 30, 2003 to 4.8% of sales in the corresponding period in 2004, which
can be attributed to higher sales volume in 2004. In absolute dollars, the
increase in R&D expenses, which consists of higher salaries and higher R&D
material costs, is attributed to ongoing new product development efforts.
Net interest income/expense reflects net interest income of $0.03 million for
the six months ended June 30, 2004 compared with net interest expense of $0.7
million for the comparable period in 2003. The decrease can be attributed to the
following factors: (i) lower interest expense and related borrowings outstanding
in 2004 due to repayments and/or termination of outstanding debt issuances
during fiscal 2003 and (ii) higher interest income due to higher cash and cash
equivalent balance resulting from proceeds received from the follow-on public
offering that closed in October 2003.
Other income/expense reflects net other expense of $0.6 million for the six
months ended June 30, 2004 compared with net other income of $1.6 million for
the comparable period in 2003. The change can be attributed to (i) a $2.2
million gain in 2003 on the early repayment of subordinated debt related to the
acquisition of AOA in 2003, (ii) $0.5 million of charges in 2003 incurred in
connection with our efforts to refinance our bank debt and restructure our
overall debt position (iii) and foreign exchange losses of approximately $0.5
million in 2004 as compared with foreign exchange gains of $0.2 million in 2003.
Net income was $9.3 million, or $0.40 per diluted share for the six months ended
June 30, 2004 compared with net income of $6.0 million or $0.34 per diluted
share in 2003. Net income reflects a 38% effective tax rate in 2004, as compared
with 28% in 2003. The lower effective tax rate in 2003 is attributable to the
$2.2 million gain on early extinguishment of debt which, for tax purposes, will
be treated as a reduction of the purchase price of AOA, and as such will not be
subject to federal or state income tax. The decrease in the value of the U.S.
dollar relative to other foreign currencies favorably affected diluted earnings
per share by approximately $0.08 per diluted share as compared to the
corresponding period in 2003.
Inflation and Seasonality
Inflation and seasonality have not had a material impact on our results of
operations. However, our sales are typically impacted by decreases in seasonal
demand from European customers in our third quarter.
Liquidity and Capital Resources
Operating activities
Net cash provided from operations was $10.0 million and $8.3 million for the
six-month periods ended June 30, 2004 and 2003, respectively. Net cash provided
by operating activities for the six months ended June 30, 2004 can be attributed
primarily to net income of $9.3 million, depreciation and amortization of
approximately $1.9 million, increases in accounts payable and accrued expenses
offset by increases in inventory and accounts receivable.
Our working capital increased $5.9 million or 8.0% to $80.0 million as of June
30, 2004 from $74.1 million as of December 31, 2003. The key component of the
increase in working capital was an increase in cash of $3.6 million, an increase
in inventory of $5.5 million as a result of a buildup in the inventory levels
resulting from longer delivery cycle of finished goods from the Suzhou, China
facility as we increase our production volume in Suzhou, along with higher
inventory levels at AOA, a decrease in short term debt of approximately $1.2
million, offset by an increase in accrued expenses and accounts payable of $5.0
million.
Investing activities
Cash used in investing activities was $7.8 million for the six months ended June
30, 2004 as compared to $0.2 million for the comparable period in 2003. The
increase in cash from investing activities is primarily due to (i) the quarterly
installment made to purchase the 49% minority interest of Metrologic Eria
Iberica, (ii) the purchase of the remaining 49% interest in Metrologic Eria
France (See "Acquisition of Minority Interests" below for additional
information), and (iii) increase in cash used for property, plant and equipment
purchases of $1.1 million primarily for manufacturing expansion related
investments as well as manufacturing automation and information technology
related equipment.
Financing activities
Cash provided by financing activities was $1.2 million for the six months ended
June 30, 2004 compared to cash used in financing activities of $7.4 million for
the comparable period in 2003. Cash provided by financing activities for the six
months ended June 30, 2004 consists primarily of $2.5 million of proceeds from
the exercise of stock options and employee stock purchase plan offset by $1.1
million of net repayments on outstanding lines of credit.
We believe that our current cash and working capital positions and expected
operating cash flows will be sufficient to fund our working capital, planned
capital expenditures and debt repayment requirements for the foreseeable future.
Foreign Currency Exchange
Our liquidity has been, and may continue to be, adversely affected by changes in
foreign currency exchange rates, particularly the value of the U.S. dollar
relative to the euro, the Brazilian real, the Singapore dollar, and the Chinese
renminbi. In an effort to mitigate the financial implications of the volatility
in the exchange rate between the euro and the U.S. dollar, we have selectively
entered into derivative financial instruments to offset our exposure to foreign
currency risks. Derivative financial instruments may include (i) foreign
currency forward exchange contracts with our primary bank for periods not
exceeding six months, which partially hedge sales to our German subsidiary and
(ii) euro based loans, which act as a partial hedge against outstanding
intercompany receivables and the net assets of our European subsidiary, which
are denominated in euros. Additionally, our European subsidiary invoices and
receives payment in certain other major currencies, including the British pound,
which results in an additional mitigating measure that reduces our exposure to
the fluctuation between the euro and the U.S. dollar although it does not offer
protection against fluctuations of that currency against the U.S. Dollar. No
derivative instruments were outstanding at June 30, 2004.
Acquisition of Minority Interests
Our original 51% minority interests in Metrologic Eria Iberica and Metrologic
Eria France contained options for us to purchase the remaining 49% interests. In
August 2003, we entered into an agreement to purchase the 49% minority interest
of Metrologic Eria Iberica for approximately 5.9 million euros, or $6.8 million
at the exchange rate on September 30, 2003, over three years commencing in
August 2003. As of June 30, 2004, we had purchased an additional 18.04%, of
which 4.1% was purchased during the second quarter of 2004, for approximately
0.5 million euros, or $0.6 million at the exchange rate on June 30, 2004.
In March 2004, we entered into an agreement to purchase the 49% minority
interest of Metrologic Eria France for approximately 3.6 million euros, or $4.3
million at the exchange rate on March 31, 2004. As of June 30, 2004, we owned
100% of Metrologic Eria France.
Impact of Recently Issued Accounting Standards
In December 2003, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 46 (revised), "Consolidation of Variable Interests Entities"
("FIN 46R"), which addresses how a business enterprise should evaluate whether
it has a controlling financial interest in an entity through means other than
voting rights and, accordingly, should consolidate the variable interest entity
("VIE"). FIN 46R replaces FASB Interpretation No. 46 that was issued in January
2003. Companies are required to apply FIN 46R to VIEs generally as of March 31,
2004 and to special-purpose entities as of December 31, 2003. For any VIEs that
must be consolidated under FIN 46R that were created before January 1, 2004, the
assets, liabilities and non-controlling interest of the VIE initially would be
measured at their carrying amounts, and any difference between the net amount
added to the balance sheet and any previously recognized interest would be
recorded as a cumulative effect of an accounting change. If determining the
Carrying amounts is not practicable, fair value at the date FIN 46R first
applies may be used to measure the assets, liabilities and non-controlling
interest of the VIE. The adoption of FIN 46 and related interpretations had no
significant impact on our consolidated financial position, consolidated results
of operations or liquidity.
Item 3- Quantitative and Qualitative Disclosures about Market Risk
The information contained in Item 7A of the Company's Annual Report on Form 10-K
for the year ended December 31, 2003 is hereby incorporated herein by reference.
Item 4- Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, as of the end of the period
covered by this report, we carried out an evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures. This evaluation
was carried out under the supervision and with the participation of our
Management, including our principal executive officer and principal financial
officer. These officers concluded that these disclosure controls and procedures
are sufficient to provide that (a) material information relating to the Company
is made known to these officers by other employees of the Company, particularly
material information related to the period for which this periodic report is
being prepared; and (b) this information is recorded, processed, summarized,
evaluated and reported, as applicable, within the time periods specified in the
rules and forms promulgated by the Securities and Exchange Commission.
There have been no changes in the Company's internal controls over financial
reporting during the period covered by this report that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is currently involved in matters of litigation arising in the normal
course of business as well as the matters described below. Management is of the
opinion that there are no legal claims against the Company which are expected to
have a material adverse effect on the Company's consolidated financial position,
results of operations or cash flows.
A. Symbol Technologies, Inc. et. al. v. Lemelson Medical, Educational & Research
Foundation, Limited Partnerships
On July 21, 1999, the Company and six other leading members (Accu-Sort Systems,
Inc., Intermec Technologies Corporation, a wholly-owned subsidiary of UNOVA,
Inc., PSC Inc., Psion Teklogix Corporation, Symbol Technologies, Inc., and Zebra
Technologies Corporation) of the Automatic Identification and Data Capture
Industry (the "Auto ID companies") jointly initiated a litigation against the
Lemelson Medical, Educational, & Research Foundation, Limited Partnership (the
"Lemelson Partnership"). The suit was commenced in the U.S. District Court,
District of Nevada in Reno, Nevada, and later transferred to the District Court
in Las Vegas, Nevada. In the litigation, the Auto ID companies sought, among
other remedies, a declaration that certain patents, which have been asserted by
the Lemelson Partnership against end users of bar code equipment, are invalid,
unenforceable and not infringed.
On September 25, 2002, the District Court issued a trial order allocating
thirty-four (34) days for the trial on this matter commencing November 18, 2002.
The trial on this matter was held from November 2002 through January 2003. On
January 23, 2004, the Judge issued a decision in favor of the Auto ID companies
finding that the patents in suit were not infringed, invalid and unenforceable.
On June 23, 2004, the Lemelson Partnership filed its notice to appeal the
judge's decision.
B. Metrologic v. PSC Inc.
On October 13, 1999, the Company filed suit for patent infringement against PSC
Inc. (PSC) in United States District Court for the District of New Jersey. The
complaint asserts that at least seven of the Company's patents are infringed by
a variety of point-of-sale bar code scanner products manufactured and sold by
PSC. The patents cited in the complaint cover a broad range of bar code scanning
technologies important to scanning in a retail environment including the
configuration and structure of various optical components, scanner
functionalities and shared decoding architecture. The complaint seeks monetary
damages as well as a permanent injunction to prevent future sales of the
infringing products.
On November 22, 2002, PSC filed for protection under Chapter 11 of the U.S.
Bankruptcy Code. The Court issued an automatic stay in this case while the
bankruptcy was pending. The stay was lifted on July 18, 2003, and the Court
issued a ruling on the Markman hearing on August 26, 2003 entering a decision
and order providing an interpretation of the claims in suit. No date has been
set for trial.
C. Symbol Technologies, Inc. v. Metrologic
On May 3, 2002, we were served with a lawsuit that was filed on April 12, 2002
by Symbol Technologies, Inc., in the U.S. District Court for the Eastern
District of New York alleging that we were in breach of the terms of the License
Agreement between us and Symbol (the "Agreement"). The Complaint sought a
declaratory judgment from the Court that we were in breach of the Agreement. On
March 31, 2003, the Court entered its decision on the parties' respective
motions for summary judgment, and finding in our favor, the Court dismissed
certain counts of Symbol's complaint. On April 9, 2003, Symbol voluntarily
dismissed the remaining counts of the complaint. Symbol filed its Notice of
Appeal with the U.S. Court of Appeals for the Second Circuit on May 7, 2003. On
December 23, 2003, the Court of Appeals dismissed Symbol's appeal in this
matter. In the interim, Symbol decided to proceed with the arbitration for which
the Company had filed a Demand in June 2002, which had been stayed pending the
decision by the lower court. On June 26, 2003, Symbol filed an Amended Answer
and Counterclaims in the Arbitration asserting that (a) Metrologic's allegedly
infringing products are royalty bearing products, as defined under the Symbol
Agreement, and (b) in the alternative, those products infringe upon one or more
of Symbol's patents. In December 2003, we withdrew our Demand for Arbitration,
and the parties have now briefed the threshold issue of arbitrability in this
matter on Symbol's remaining counterclaims. In March 2004, the parties argued
their respective positions to the arbitrator and the arbitrator reached a
decision that the parties should move forward with the arbitration.
D. Metrologic v. Symbol Technologies, Inc.
On June 18, 2003, the Company filed suit against Symbol Technologies, Inc. in
the U.S. District Court for the District of New Jersey alleging claims of patent
infringement of certain of our patents by at least two Symbol products. The
complaint also contains a claim for breach of the 1996 Cross License Agreement
between the parties (the "Cross License Agreement"). Symbol's answer to the
complaint, filed on July 30, 2003, included counterclaims requesting that a
declaratory judgment be entered that patents in suit are invalid, are not
infringed by Symbol and that Symbol is not in breach of the Cross License
Agreement. This matter is in the early stages of discovery.
E. PSC Scanning, Inc. v. Metrologic
On May 17, 2004, PSC Scanning, Inc. ("PSC") filed suit against the Company in
the U.S. District Court for the District of Oregon alleging claims of patent
infringement of certain of its patents by at least one Metrologic product. The
Company believes that PSC's claims are wholly without merit and intends to
vigorously defend against them. The Company has filed an answer and
counterclaims to the complaint.
Item 4. Submission of Matters to a Vote of Security Holders
Our Annual Meeting of Shareholders was held on May 27, 2004. At such meeting,
the following matters were voted upon by the shareholders, receiving the number
of affirmative, negative and withheld votes, as well as abstentions and broker
non-votes, set forth below for each matter.
(1) The vote of the common shareholders for the election of
Richard C. Close, John H. Mathias, and William Rulon-Miller as directors to
serve a three-year term ending in 2007 were as follows:
Number of Votes For Name
18,184,987 Richard C. Close
18,789,136 John H. Mathias
14,918,419 William Rulon-Miller
(2) The vote of the common shareholders with respect to the
approval of the 2004 Equity Incentive Plan were as follows:
15,229,919 For 1,379,565 Against 2,581,401 Abstain
---------- --------- ---------
(3) The vote of the common shareholders for the appointment of
Ernst & Young as our independent auditors for the fiscal year ending December
31, 2004 was as follows:
19,134,109 For 54,876 Against 0 Abstain
---------- ------ -
The directors whose terms continue after the Annual Meeting of
Shareholders referenced above are C. Harry Knowles, Janet H. Knowles, Stanton
Meltzer and Hsu Jau Nan.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
31.1 Certification by Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification by Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 executed by the Chief Executive Officer
of the Company.
32.2 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 executed by the Chief Financial Officer
of the Company.
(b) Reports on Form 8-K.
On June 22, 2004, we filed a Current Report on Form 8-K
reporting certain information pursuant to Item 5 of Form 8-K
regarding the resignation of C. Harry Knowles as Chief Operating
Officer and the appointment of Benny Noens as Chief Executive
Officer and President of Metrologic.
On June 2, 2004 and April 27, 2004, we furnished pursuant to
Item 12, certain information regarding our Results of Operations
and Filing Condition on current report on Form 8-K.
On April 23, 2004, we furnished pursuant to Item 12, certain
information regarding our Results of Operations and Filing
Condition on current report on Form 8-K.
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.
METROLOGIC INSTRUMENTS, INC.
Date: August 3, 2004 By:/s/ Benny Noens
------------ ----------------------------------------
Benny Noens
Chief Executive Officer
(Principal Executive Officer)
Date: August 3, 2004 By:/s/ Kevin J. Bratton
------------ -----------------------------------------
Kevin J. Bratton
Chief Financial Officer
(Principal Financial and Accounting Officer)
Exhibit Index Page Number
31.1 Certification by Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. 26
31.2 Certification by Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. 27
32.1 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 executed by the Chief Executive Officer
of the Company. 28
32.2 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 executed by the Chief Financial Officer
of the Company. 29
Exhibit 31.1
CERTIFICATIONS
I, Benny Noens, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Metrologic
Instruments, Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the registrant and we have:
(a) designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material
information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in
which this report is being prepared;
(b) evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation;
and
(c) disclosed in this report any change in the registrant's
internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter that
has materially affected, or is reasonably likely to
materially affect, the registrant's internal control
over financial reporting; and
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons
performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in
the design or operation of internal control over
financial reporting which are reasonably likely to
adversely affect the registrant's ability to record,
process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal control over financial
reporting.
Date: August 3, 2004 /s/ Benny Noens
----------------------------------
By: Benny Noens
Chief Executive Officer and
President
Exhibit 31.2
CERTIFICATIONS
I, Kevin J. Bratton, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Metrologic
Instruments, Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the registrant and we have:
(a) designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material
information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in
which this report is being prepared;
(b) evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation;
and
(c) disclosed in this report any change in the registrant's
internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter that
has materially affected, or is reasonably likely to
materially affect, the registrant's internal control
over financial reporting; and
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons
performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in
the design or operation of internal control over
financial reporting which are reasonably likely to
adversely affect the registrant's ability to record,
process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal control over financial
reporting.
Date: August 3, 2004 /s/ Kevin J. Bratton
----------------------------------
By: Kevin J. Bratton
Chief Financial Officer
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Metrologic
Instruments, Inc. (the "Company") on Form 10-Q for the period ending June 30,
2004 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Benny Noens, Chief Executive Officer and President of the
Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss.
906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
/s/ Benny Noens
- ------------------------------------
By: Benny Noens
Chief Executive Officer and President
August 3, 2004
A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to Metrologic Instruments, Inc. and
will be retained by Metrologic Instruments, Inc. and furnished to the Securities
and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Metrologic
Instruments, Inc. (the "Company") on Form 10-Q for the period ending June 30,
2004 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Kevin J. Bratton, Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
/s/ Kevin J. Bratton
- ------------------------------------
By: Kevin J. Bratton
Chief Financial Officer
August 3, 2004
A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to Metrologic Instruments, Inc. and
will be retained by Metrologic Instruments, Inc. and furnished to the Securities
and Exchange Commission or its staff upon request.