-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hp+dlSaJt35A7dSiRz2UYv6X/IP5KSaGwM6RhPCNLcBbszkTFzAfna1ZPux5TaGQ FrwmDBbe+sYR46zcjnDgQA== 0000815910-03-000044.txt : 20031024 0000815910-03-000044.hdr.sgml : 20031024 20031023175936 ACCESSION NUMBER: 0000815910-03-000044 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031023 ITEM INFORMATION: Other events FILED AS OF DATE: 20031024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METROLOGIC INSTRUMENTS INC CENTRAL INDEX KEY: 0000815910 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 221866172 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24712 FILM NUMBER: 03954899 BUSINESS ADDRESS: STREET 1: COLES ROAD AT RTE 42 CITY: BLACKWOOD STATE: NJ ZIP: 08012 BUSINESS PHONE: 609-228-8100 MAIL ADDRESS: STREET 1: COLES ROAD ROUTE 42 CITY: BLACKWOOD STATE: NJ ZIP: 08012 8-K 1 fm8kearn.txt FORM 8-K FOR SEPTEMBER 30, 2003 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report - October 23, 2003 (Date of earliest event reported) METROLOGIC INSTRUMENTS, INC. (Exact name of Registrant as specified in its charter) New Jersey 0-24172 22-1866172 (State of incorporation) (Commission file number) (IRS employer identification number) 90 Coles Road, Blackwood, New Jersey, 08012 (Address of principal executive offices, zip code) Area Code (856) 228-8100 (Telephone number) Item 12. Results of Operation and Financial Condition Metrologic Instruments, Inc. (the "Company") is furnishing herewith as Exhibit 99.1 its Press Release dated October 23, 2003 announcing the Company's earnings for the third quarter ended September 30, 2003. Item 7. Financial Statements and Exhibits. (c) Exhibits 99.1 Metrologic Instruments, Inc. press release dated October 23, 2003 announcing the Company's earnings for the third quarter ended September 30, 2003. SIGNATURES Pursuant to requirements of Section 13 or 15(d) 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. Dated: October 23, 2003 Metrologic Instruments, Inc. By: /s/ Kevin J. Bratton Kevin J. Bratton Chief Financial Officer METROLOGIC INSTRUMENTS, INC. CURRENT REPORT ON FORM 8-K EXHIBIT INDEX Exhibit No. Page 99.1 Metrologic Instruments, Inc. press release dated 3 October 23, 2003 announcing the Company's earnings for the third quarter ended September 30, 2003. EXHIBIT 99.1 Corporate Headquarters Metrologic Instruments, Inc. 90 Coles Road Blackwood, NJ 08012-4638 [COMPANY LOGO] Tel 856.228.8100 Fax 856.228.6673 (sales) Fax 856.228-0653 (finance/legal) www.metrologic.com Metrologic Announces Record Financial Results for Third Quarter; Net Income Exceeds High End of Revised Guidance Estimates; Increases Guidance for 2003 and 2004 Blackwood, New Jersey - October 23, 2003 -- Metrologic Instruments, Inc. (NASDAQ: MTLG), experts in optical image capture and processing solutions that design, manufacture and market sophisticated imaging and scanning solutions for a variety of point-of-sale, commercial and industrial applications using a broad array of laser, holographic and vision-based technologies, today announced record financial results for the third quarter ended September 30, 2003. Sales increased 17% to approximately $32.6 million for the third quarter of 2003 compared with $27.7 million for the same period last year. Net income was approximately $2.7 million, or $0.28 pre-split diluted earnings per share, compared with net income of $0.3 million, or $0.03 diluted earnings per share, for the same period last year. The 2003 third quarter sales represent the largest amount of sales for any quarter in the 35-year history of the Company. In addition, net income for the third quarter was the largest recorded quarterly net income in the Company's history, excluding the one-time gain in the first quarter of 2003 relating to the discount earned in the early repayment of certain subordinated debt. Net income for the three months ended September 30, 2003 benefited by approximately $0.07 pre split per diluted share due to the decrease in the U.S. dollar relative to other foreign currencies, primarily the euro, as compared with the third quarter of 2002. The Company's offering of 1.725 million common shares closed in October 2003, and therefore the earnings per share data for the third quarter and nine months ended September 30, 2003 do not include the increased shares from the offering. These increased shares are reflected in the updated 2003 and 2004 guidance in this release. The Company announced a 2 for 1 stock split on October 6, 2003 payable on October 30, 2003. The earnings per share data for the three and nine months ended in this release do not include the increased shares that will result from the stock split. The earnings per share data in the Company's Form 10-Q for the third quarter, and the updated 2003 and 2004 guidance in this release, will be calculated using the increased number of shares resulting from the stock split. After the stock split, the Company will have approximately 20.5 million common shares issued and outstanding. Sales for the nine months ended September 30, 2003 increased 14% to approximately $96.3 million compared with approximately $84.2 million for the same period last year. Net income for the nine months ended September 30, 2003 was approximately $6.7 million, or $0.74 pre-split diluted earnings per share, excluding the one-time gain of $2.2 million resulting from a discount earned on the early repayment of certain subordinated debt and the write-off of certain expenses associated with the Company's new credit agreements. This compares with net income of $0.015 million, or $0.00 diluted earnings per share, for the same period last year. Net income for the nine months ended September 30, 2003, including the above one-time gain and certain expenses, was approximately $8.6 million, or $0.95 diluted earnings per share. Commenting on the third quarter results, Metrologic's Chairman and Chief Executive Officer, C. Harry Knowles, stated, "I am gratified with our significant developments during the third quarter. We had record financial results that were achieved while simultaneously working on our offering of 1.725 million common shares. The offering provided $56 million in cash which significantly strengthens our balance sheet. Our new products, in both our POS and Industrial markets, are being received well by customers in the testing stages. " Thomas E. Mills IV, President and Chief Operating Officer, commented, "Metrologic's Point-of-Sale/OEM segment is the fastest growing segment in the Company with a 25% increase in sales in the third quarter, and the Industrial Scanning and Dimensioning segment generated an impressive 24% increase in sales for the same period. We believe this sales growth should continue in the fourth quarter of 2003, and particularly in 2004 as our several new products start to increase in sales volume. Our new Stratos(R) bioptic scanner for supermarkets has been installed in hundreds of locations worldwide. There is a backlog of requests for over 100 customer tests of our new Bluetooth(R) wireless hand-held scanner, Voyager BT(TM)." 2003 and 2004 Guidance Increased: All earnings per share amounts in this section are calculated using the shares resulting from the 2 for 1 stock split payable on October 30, 2003 and the 1.725 million shares resulting from the offering that closed in October 2003. The total shares issued and outstanding after the offering and stock split will be approximately 20.5 million shares. Metrologic increased guidance for fourth quarter 2003 sales on August 25, 2003 to approximately $35 million to $36 million. The Company is now increasing guidance for fourth quarter net income to approximately $3.0 million to $3.3 million, or $0.13 to $0.14 post-split diluted earnings per share, assuming that the value of the euro maintains a rate close to $1.10 U.S. dollars to the euro. The net income estimate is an increase from the Company's previous estimate of $2.7 million to $3.0 million. These earnings per share estimates include the effect of the Company's 1.725 million common share offering and the announced 2 for 1 stock split. Metrologic expects sales for the full year of 2003 to be approximately $132 to $133 million. Net income for the year ending December 31, 2003 is expected to be in the range of $9.7 million to $10.0 million, or $0.50 to $0.52 post-split diluted earnings per share, excluding the one-time gain of $2.2 million and the write-off of certain costs associated with the Company's credit agreements, compared to net income of $1.7 million, or $0.10 split-adjusted diluted earnings per share, for the year 2002. The revised earnings per share estimates include the effect of the Company's 1.725 million common share offering and the announced 2 for 1 stock split. The full year 2003 net income estimate is an increase from the Company's previous estimate of $8.8 million to $9.3 million, or $0.47 to $0.50 post-split diluted earnings per share, excluding the one-time gain of $2.2 million and the write-off of certain expenses associated with the Company's new credit agreements. For the full year of 2004, Metrologic expects sales to be approximately $153 million to $155 million, and net income to be in the range of $15.5 million to $16.6 million, or $0.67 to $0.73 post-split diluted earnings per share. The earnings estimate for 2004 assumes that the value of the euro is approximately $1.05 U.S. dollars to the euro. The 2004 net income estimate is an increase from the Company's previous estimate of $11.8 million to $12.8 million, or $0.47 to $0.50 post-split diluted earnings per share. The increase in projected net income is based on the financial impact resulting from the Company's recently completed offering of 1.725 million common shares and additional manufacturing and engineering cost reductions that are now in process. About Metrologic Metrologic designs, manufactures and markets bar code scanning and high-speed automated data capture systems solutions using laser, holographic, camera and vision-based technologies. Metrologic offers expertise in 1D and 2D bar code reading, portable data collection, 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. In addition to its extensive line of bar code scanning and vision system equipment, the company also provides laser beam delivery and control systems to semi-conductor and fiber optic manufacturers, as well as a variety of highly sophisticated optical systems. Metrologic products are sold in more than 100 countries worldwide through Metrologic's sales, service and distribution offices located in North and South America, Europe and Asia. Forward Looking Statements Forward-looking statements contained in this release are highly dependent upon a variety of important factors which would cause actual results to differ materially from those reflected in such forward looking statements. Specifically, the factors that could cause actual results to differ from expectations include: The timing, introduction and market acceptance of Metrologic's new products including, but not limited to the Stratos; foreign currency fluctuations with the US dollar; pricing pressures; competitive factors; sales cycles of Metrologic's products; Metrologic's ability to control manufacturing and operating costs which affect future profitability; technological changes in the scanner industry, specifically vision-based technologies; availability of patent protection for Metrologic's camera, vision-based technologies, and other products; the resolution of litigation; general economic conditions; and the potential impact of terrorism and international hostilities. When used in this release and documents referenced, the words "believes", "expects", "may", "should", "seeks", or "anticipates", and similar expressions as they relate to Metrologic or its management are intended to identify such forward-looking statements. For additional factors, please see Metrologic's reports filed with the Securities and Exchange Commission. For more information contact: Analysts should contact: Dale Fischer, Vice President Thomas E. Mills IV (856)228-8100 President and Chief Operating Officer Email: Investor@metrologic.com 856-228-8100 Metrologic Instruments, Inc. Condensed Consolidated Statements of Operations (amounts in thousands, except per share data) Three Months Ended Nine Months Ended September 30, September 30, 2003 2002 2003 2002 ---- ---- ---- ---- (Unaudited) Sales $ 32,587 $ 27,735 $ 96,309 $ 84,176 Cost of sales 18,803 17,101 56,352 54,009 -------- -------- -------- -------- Gross profit 13,784 10,634 39,957 30,167 Selling, general and administrative expenses 7,547 7,048 22,798 21,071 Research and development expenses 1,686 1,754 5,210 5,287 Debt restructuring costs - - - 732 Severance costs - 251 - 602 -------- -------- -------- -------- Operating income 4,551 1,581 11,949 2,475 Net interest expense (440) (653) (1,172) (2,165) Other income (expense) 175 (496) (380) (286) Gain on extinguishment of debt - - 2,200 - --------- -------- -------- -------- Income before income tax expense 4,286 432 12,597 24 Income tax expense 1,630 164 3,952 9 --------- -------- -------- -------- Net income 2,656 268 8,645 15 ========= ======== ======== ======== Earnings per share: Basic $ 0.31 $ 0.03 $ 1.04 $ 0.00 Diluted $ 0.28 $ 0.03 $ 0.95 $ 0.00 Weighted average number of common shares outstanding Basic 8,498 8,201 8,332 8,198 Diluted 9,562 8,205 9,124 8,200 Metrologic Instruments, Inc. Condensed Consolidated Balance Sheets (all amounts in thousands) September 30, September 30, December 31, 2003 2003 2002 ---- ---- ---- Proforma(1) (Unaudited) (Unaudited) Cash and cash equivalents $ 1,360 $ 42,282 $ 1,202 Restricted cash - - 1,000 Accounts receivable, net 21,812 21,812 20,412 Inventories, net 16,505 16,505 14,039 Other current assets 2,948 2,948 2,526 Property, plant and equipment, net 12,058 16,808 12,600 Goodwill and other intangibles, net 23,207 23,207 21,525 Other assets 310 310 948 -------- -------- ------ Total assets $ 78,200 $123,872 $ 74,252 ======== ======== ====== Accounts payable and accrued expenses $ 19,284 $ 19,284 $ 18,108 Debt, excluding $1.2 million of non-recourse financing 12,169 2,675 21,486 Other liabilities 4,785 4,785 5,187 Total shareholders' equity 41,962 97,128 29,471 -------- -------- ------ Total liabilities and shareholders' equity $ 78,200 $123,872 $ 74,252 ======== ======== ====== (1) Proforma Condensed Consolidated Balance Sheet at September 30, 2003 reflects the financial position of the Company as if the public offering of the Company's common stock, which closed in October 2003, had closed as of September 30, 2003 and the net proceeds used to purchase the Company's Blackwood, NJ facility and repay bank and subordinated debt. Supplemental Sales Data Three Months Ended Nine Months Ended September 30, September 30, % % % % 2003 2002 Total Growth 2003 2002 Total Growth ------- ------- ------ ------ ------- ------- ------ ----- By Geography North America: POS/OEM $ 7,903 $6,006 24.3% 31.6% $23,989 $19,129 24.9% 25.4% AOA 6,330 6,821 19.4% (7.2%) 16,706 21,437 17.3% (22.1%) EMEA 12,288 9,703 37.7% 26.6% 39,885 30,129 41.4% 32.4% Asia/ROW 4,151 3,533 12.7% 17.4% 10,293 8,829 10.7% 16.6% South America 1,917 1,672 5.9% 14.6% 5,436 4,652 5.6% 16.8% ------- ------- ------ ------- ------- ------ $32,587 $27,735 100.0% (17.5%) $96,309 $84,176 100.0% 14.4% By Business Segment POS/OEM 26,111 20,884 80.1% 25.0% 79,300 62,441 82.3% 27.0% Industrial Scanning 3,916 3,147 12.0% 24.4% 9,692 7,341 10.1% 32.0% Advanced Optical Systems 2,560 3,704 7.9% (30.9%) 7,317 14,394 7.6% (49.2%) ------- ------- ------ ------- ------- ------ $32,587 $27,735 100.0% (17.5%) $96,309 $84,176 100.0% 14.4% POS/OEM: New Products Introduced in 2003 357 - 1.4% NA 491 - 0.6% NA Introduced 2000-2002 16,910 12,229 64.7% 38.3% 50,344 34,382 63.5% 46.4% Introduced prior to 2000 8,844 8,655 33.9% 2.2% 28,465 28,059 35.9% 1.4% ------- ------- ------ ------- ------- ------ $26,111 $20,884 100.0% 25.0% $79,300 $62,441 100.0% 27.0% -----END PRIVACY-ENHANCED MESSAGE-----