-----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, Qde0EeOn8cMaM23H4kej5KuJoXDrxuJAxggHrc/DDymq5qoLcJBlpe0BjKLGRWAY 80jgnVLwQ4FkiLjRY4xdoA== 0001275287-06-001274.txt : 20060308 0001275287-06-001274.hdr.sgml : 20060308 20060308081032 ACCESSION NUMBER: 0001275287-06-001274 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060308 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060308 DATE AS OF CHANGE: 20060308 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: 06671672 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 me5034.txt FORM 8-K ================================================================================ 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 - March 8, 2006 (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 (IRS employer file number) identification number) 90 Coles Road, Blackwood, New Jersey, 08012 (Address of principal executive offices, zip code) Area Code (856) 228-8100 (Telephone number) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 2.02. Results of Operation and Financial Condition Metrologic Instruments, Inc. (the "Company") is furnishing herewith as Exhibit 99.1 its Press Release dated March 8, 2006 announcing the Company's updated financial results for the fourth quarter and year ended December 31, 2005. The information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Metrologic Instruments, Inc. press release dated March 8, 2006 announcing the Company's updated financial results for the fourth quarter and year ended December 31, 2005. 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: March 8, 2006 Metrologic Instruments, Inc. By: /s/ Benny Noens ------------------------ Benny Noens Chief Executive Officer EX-99.1 2 me5034ex991.txt EXHIBIT 99.1 Exhibit 99.1 CORPORATE HEADQUARTERS Metrologic Instruments, Inc. 90 Coles Road Blackwood, NJ 08012-4638 Tel 856.228.8100 Fax 856.228.6673 (sales) Fax 856.228-0653 (finance/legal) www.metrologic.com [LOGO OF METROLOGIC (R)] METROLOGIC UPDATES FINANCIAL RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2005 AND CONFIRMS OUTLOOK FOR FULL YEAR 2006 Blackwood, New Jersey - March 8, 2006 -- Metrologic Instruments, Inc. (NASDAQ-NMS:MTLG) today announced updated financial results for the full year and quarter ended December 31, 2005. On February 28, 2006, the U.S. District Court for the Southern District of New York handed down a decision upholding the arbitration award entered in August 2005 which found that Metrologic owes Symbol Technologies, Inc. for past royalties and interest on sales of its MS9520 Voyager and MS6220 Pulsar. In light of this recent development, Metrologic has updated its fourth quarter and full year results to reflect the full accrual of the judgment in accordance with FAS Statement No. 5, Accounting for Contingencies, to accrue for all royalties and interest due in accordance with the judgment through December 31, 2005, which total $14.4 million and result in a charge of $12.6 million in the fourth quarter of 2005. "Obviously we are disappointed in the decision handed down last week upholding this judgment, especially in light of the two earlier rulings in the Federal court system in our favor. While we vehemently disagree with the judge's findings under the arbitration, we believe that we are obligated under FAS Statement No. 5 to adjust our accruals to reflect the impact of the award in the fourth quarter 2005 results. We expect royalty payments on the MS9520 and MS6220 to cease in May 2006 as a result of already-implemented actions. Additionally, we continue to aggressively evaluate all of our legal options as well as the status of other pending and proposed legal actions against Symbol. Our commitment to providing quality products developed from our own intellectual property, combined with superior service, is unwavering," said Benny Noens, Metrologic CEO and President. The effects of the adjusted accruals on Metrologic's financial results are as follows: o As a result of the effect of the $12.6 million charge, fourth quarter operating income was reduced from $9.7 million to an operating loss of $2.9 million. Operating income for the full year 2005 was reduced from $33.5 million to $20.9 million. o Due to the benefit in the fourth quarter primarily as a result of the Jobs Creation Act of 2004, the effective annual tax rate has decreased to 22.0%. 2006 FULL YEAR OUTLOOK CONFIRMED Metrologic also reiterated its guidance for the full year 2006. Revenue is expected within a range of $240.0 million to $250.0 million. Net income for 2006 is expected to be $27.9 million to $29.0 million, or $1.20 to $1.25 earnings per fully diluted share, exclusive of non-cash stock option expense. Factoring in an estimated $1.6 million or $0.07 per fully diluted share for the expensing of non-vested stock options outstanding as of December 31, 2005 as required under SFAS No. 123 (R), Share-based Payment, net income is expected to be $26.3 million to $27.4 million, or $1.13 to $1.18 per fully diluted share. SFAS No. 123 (R) became effective for Metrologic as of January 1, 2006. Other factors to consider include an assumed rate for the Euro of $1.20 to the US Dollar and an effective annual tax rate of 36%. These statements do not consider the effect of any acquisitions, dispositions or other significant Company events that may take place during the year. HISTORY OF THE PROCEEDINGS In 2003, Symbol filed a claim for arbitration contending that certain Metrologic products fell within the scope of the companies' existing license agreement. Earlier rulings by the U.S. District Court for the Eastern District of New York and the Court of Appeals for the Second Circuit in the lawsuit commenced by Symbol concerning royalties on these same products held that the products were not covered by the parties' 1996 license agreement. In an interim ruling in May 2005, the arbitrator found that eight of the products involved in the dispute were outside of the scope of the license and that three of the products fell within the scope of the license. The products found to be outside of the scope of the license are the MS9540, MS9541 and MS9542 VoyagerCG, the MS9530, the MS9535 VoyagerBT, the MS9524 and MS9544 VoyagerPDF and the MS5145 Eclipse. The products found to be within the scope of the license agreement are the MS9520 and MS9521 Voyager and the MS6220 Pulsar. In August 2005, a final award was rendered by the arbitrator. Metrologic subsequently filed a motion to vacate the decision, which was denied last week. The award amount includes royalties due from the fourth quarter of 2001 through the fourth quarter of 2005, and compounded interest due from the fourth quarter 2001 through the fourth quarter 2005, as calculated under the cross-licensing agreement that we signed with Symbol Technologies, Inc. in 1996. Metrologic continues to aggressively evaluate its legal options and review the status of both pending and proposed litigation against Symbol Technologies, Inc. ABOUT METROLOGIC Metrologic Instruments, Inc. ("Metrologic" or the "Company") is a global supplier of choice for data capture and collection hardware, optical solutions, and image processing software. Metrologic has been delivering innovative, quality products that are cost effective, reliable and supported by a superior level of personal service for nearly 40 years. Metrologic products are sold worldwide through Metrologic's sales, service and distribution offices located in The Americas, EMEA and Asia/Pacific. Metrologic provides its customers not only with a great deal, but a great deal more. For more information please call 1-800-667-8400 or visit www.metrologic.com. FORWARD LOOKING STATEMENTS Forward-looking statements contained in this release 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. Specifically, the factors that could cause actual results to differ from expectations include: the timing, introduction and market acceptance of Metrologic's new products; 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 as well as product and revenue mix which affect future profitability; the effect of current and pending legislation on the Company's effective annual tax rate; technological changes in the data capture industry, including the adoption of imaging-based and RFID technologies; availability of patent protection for Metrologic's vision-based technologies, and other products; the results of litigation; general economic conditions; and the potential impact of terrorism, international hostilities and natural disasters. 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. We undertake no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise. For additional factors, please see Metrologic's reports filed with the Securities and Exchange Commission. FOR MORE INFORMATION CONTACT: Ann Anthony - Director, Investor Relations 856.228.8100 Email: a.anthony@metrologic.com METROLOGIC INSTRUMENTS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (amounts in thousands, except per share data)
Three Months Ended Twelve Months Ended December 31, December 31, ---------------------- --------------------- 2005 2004 2005 2004 --------- --------- --------- --------- Sales $ 60,993 $ 53,109 $ 210,453 $ 177,955 Cost of sales 35,520 29,341 119,638 96,227 --------- --------- --------- --------- Gross profit 25,473 23,768 90,815 81,728 Selling, general and administrative expenses 13,805 13,048 48,762 42,518 Symbol litigation contingency 12,600 - 12,600 - Research and development expenses 1,997 1,850 8,521 7,521 --------- --------- --------- --------- Operating income (loss) (2,929) 8,870 20,932 31,689 Net interest income 323 85 580 183 Other income (expense) 36 2,360 1,315 1,976 --------- --------- --------- --------- Income (loss) before income tax expense (2,570) 11,315 22,827 33,848 Income tax expense (benefit) (4,129) 2,606 5,014 11,168 --------- --------- --------- --------- Net income $ 1,559 $ 8,709 $ 17,813 $ 22,680 ========= ========= ========= ========= Earnings per share: Basic $ 0.07 $ 0.40 $ 0.80 $ 1.06 Diluted $ 0.07 $ 0.38 $ 0.77 $ 0.99 Weighted average number of common shares outstanding: Basic 22,271 21,679 22,129 21,472 Diluted 23,150 23,027 23,113 22,974
METROLOGIC INSTRUMENTS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (all amounts in thousands) December 31, December 31, 2005 2004 ------------ ------------ Cash and cash equivalents $ 73,938 $ 64,715 Accounts receivable, net 48,462 35,153 Inventories, net 29,364 23,865 Other current assets 6,400 4,369 ------------ ------------ Total current assets 158,164 128,102 Property, plant and equipment, net 20,402 19,468 Goodwill and other intangibles, net 43,103 43,462 Other assets 4,513 1,495 ------------ ------------ Total assets $ 226,182 $ 192,527 ============ ============ Accounts payable and accrued expenses $ 46,709 $ 27,012 Current portion of debt 18,433 16,265 Deferred contract revenue 739 1,507 ------------ ------------ Total current liabilities 65,881 44,784 Long term debt 3 2,015 Other liabilities 8 7,712 Total shareholders' equity 160,290 138,016 ------------ ------------ Total liabilities and shareholders' equity $ 226,182 $ 192,527 ============ ============ -----END PRIVACY-ENHANCED MESSAGE-----