-----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, PiKRFC78ygrTPz+F0jidmuETsaF4Y/vwS60j2MdL+/kJAumOoGPUIjcWOb/TzOzP 3A3PxonafzBIiUZNS1TWDw== 0000090045-04-000033.txt : 20041112 0000090045-04-000033.hdr.sgml : 20041111 20041112094916 ACCESSION NUMBER: 0000090045-04-000033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041111 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041112 DATE AS OF CHANGE: 20041112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARAGON TECHNOLOGIES INC CENTRAL INDEX KEY: 0000090045 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION, MINING & MATERIALS HANDLING MACHINERY & EQUIP [3530] IRS NUMBER: 221643428 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15729 FILM NUMBER: 041135787 BUSINESS ADDRESS: STREET 1: 600 KUEBLER ROAD CITY: EASTON STATE: PA ZIP: 18040 -929 BUSINESS PHONE: 6102523205 MAIL ADDRESS: STREET 1: 600 KUEBLER RD CITY: EASTON STATE: PA ZIP: 18040-9295 FORMER COMPANY: FORMER CONFORMED NAME: SI HANDLING SYSTEMS INC DATE OF NAME CHANGE: 19920703 8-K 1 f8-k.txt FORM 8-K - 11-11-2004 EARNINGS RELEASE 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 (Date of earliest event reported): November 11, 2004 PARAGON TECHNOLOGIES, INC. (Exact name of issuer as specified in charter) DELAWARE 1-15729 22-1643428 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation or File Identification Organization) Number) Number) 600 KUEBLER ROAD EASTON, PENNSYLVANIA 18040 (Address of principal executive offices) (610) 252-3205 (Registrant's telephone number, including area code) Item 2.02 Results of Operations and Financial Condition. The information under this caption is furnished by Paragon Technologies, Inc. (the "Company") in accordance with Securities Exchange Commission Release No. 33-8216. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On November 11, 2004, the Company issued a press release announcing its financial results for its third quarter and nine months ended September 30, 2004. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference. The press release contains a reference to EBITDA and provides a reconciliation of EBITDA to Net earnings on the face of the consolidated statements of operations. EBITDA is used by investors and analysts as an alternative to GAAP measures when evaluating the Company's performance in comparison to other companies. In order to fully assess our financial operating results, management believes that EBITDA is an appropriate measure of evaluating our operating performance, because it eliminates the effects of financing and accounting decisions. This measure is also significant to institutional lenders, and is considered an important internal benchmark of performance by the Company. EBITDA, which is earnings before interest, taxes, depreciation, and amortization, is computed by adding back interest expense, income tax expense, depreciation expense, and amortization expense to Net earnings as reported. EBITDA should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with accounting principles generally accepted in the United States. EBITDA, as defined above, may not be comparable to similarly titled measures reported by other companies. Item 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit Number Description 99.1 Press Release dated November 11, 2004 announcing financial results for the third quarter and nine months ended September 30, 2004. Signatures Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. PARAGON TECHNOLOGIES, INC. Date: November 11, 2004 By: /s/ Leonard S. Yurkovic ------------------------------------------------- Leonard S. Yurkovic President and CEO Exhibit Index Exhibit Number Description 99.1 Press Release dated November 11, 2004 announcing financial results for the third quarter and nine months ended September 30, 2004. EX-99 2 ex99-1.txt EARNINGS RELEASE - 11-11-04 Exhibit 99.1 ------------ [PARAGON LETTERHEAD] News FOR: PARAGON TECHNOLOGIES, INC. CONTACTS: Len Yurkovic, President and CEO 610-252-3205 610-252-3102 (Fax) www.ptgamex.com PARAGON TECHNOLOGIES REPORTS PROFITABLE THIRD QUARTER AND NINE MONTHS RESULTS AND A 21% INCREASE IN BACKLOG OF ORDERS - - - - - EASTON, PA -- November 11, 2004 -- Paragon Technologies, Inc. (AMEX:PTG), a leading supplier of "smart" material handling solutions, including systems, technologies, products and services, today announced results for the third quarter and nine months ended September 30, 2004. Third Quarter Results - --------------------- During the third quarter of 2004, the Company received orders totaling approximately $12.8 million, and finished the quarter with a backlog of orders of approximately $11.9 million, a 21% increase over the $9.8 million backlog of orders at the end of the second quarter of 2004. Sales for the third quarter of 2004 were approximately $10.8 million compared to sales of approximately $8.7 million in the third quarter of 2003. Net earnings for the third quarter of 2004 were $465,000 or $.11 basic earnings per share, compared to net earnings of $2,412,000 or $.56 basic earnings per share in the third quarter of 2003. The third quarter 2003 net earnings were $158,000 or $.04 basic earnings per share, excluding the gain on the sale of the Company's ownership interest in the SI/BAKER joint venture, equity in income and royalty income from the Company's former SI/BAKER joint venture, the accrual of potential defense costs to defend charges asserted against the Company by a competitor relating to the Company's intellectual property, and interest expense. Earnings before interest, taxes, depreciation, and amortization ("EBITDA") for the third quarter of 2004 were $887,000 compared to approximately $4.35 million for the third quarter of 2003. Contributing to pre-tax earnings for the third quarter of 2003 was a gain of $4,919,000 from the sale of the Company's ownership interest in the SI/BAKER joint venture for $5,600,000, equity in income of the SI/BAKER joint venture of $5,000, and royalty income from the SI/BAKER -- MORE -- - -------------------------------------------------------------------------------- 600 Kuebler Road o Easton, PA 18040-9295 Tel: 610-252-3205 o Fax: 610-252-3102 www.ptgamex.com [LOGO] PARAGON TECHNOLOGIES Page 2 - -------------------------------------------------------------------------------- joint venture of $58,000, which the Company sold in September 2003. Partially offsetting the favorable impact of the aforementioned items were the accrual of potential defense costs of $1,020,000 to defend charges asserted against the Company by a competitor relating to the Company's intellectual property, and interest expense of $306,000 on senior and subordinated debt, which was repaid in September 2003. First Nine Months Results - ------------------------- Sales for the first nine months of 2004 rose to $31.0 million compared to sales of $28.3 million in the first nine months of 2003. Net earnings for the first nine months of 2004 were $935,000 or $.22 basic earnings per share, compared to net earnings of $4,041,000 or $.95 basic earnings per share in the first nine months of 2003. The first nine months of 2004 net earnings were $1,004,000 or $.23 basic earnings per share, excluding severance costs. The first nine months of 2003 net earnings were $826,000 or $.19 basic earnings per share, excluding the gain on the sale of the Company's ownership interest in the SI/BAKER joint venture, the gain on the sale of the Company's Easton, Pennsylvania facility, the restructuring credit from the settlement of pension obligations, equity in income and royalty income from the Company's former SI/BAKER joint venture, the accrual of potential defense costs to defend charges asserted against the Company by a competitor relating to the Company's intellectual property, and interest expense. Earnings before interest, taxes, depreciation, and amortization ("EBITDA") for the first nine months of 2004 were approximately $1.9 million compared to approximately $7.7 million for the first nine months of 2003. Contributing to pre-tax earnings for the first nine months of 2003 was a gain of $1,363,000 on the sale of the Company's Easton, Pennsylvania facility for cash proceeds of $2,925,000 and leaseback of 25,000 square feet of office space, a gain of $4,919,000 from the sale of the Company's ownership interest in the SI/BAKER joint venture for $5,600,000, a restructuring credit of $170,000 pertaining to the final settlement of remaining pension obligations associated with the Company's terminated pension plan, equity in income of the SI/BAKER joint venture of $256,000, and royalty income from the SI/BAKER joint venture of $226,000, which the Company sold in September 2003. Partially offsetting the favorable impact of the aforementioned items was the accrual of potential defense costs of $1,020,000 to defend charges asserted against the Company by a competitor relating to the Company's intellectual property, and interest expense of $675,000 on senior and subordinated debt, which was repaid in September 2003. The Company continues to maintain a strong Balance Sheet. At September 30, 2004, the current ratio remains strong at 1.73, while working capital approximates $6.2 million. Len Yurkovic, Paragon's President and Chief Executive Officer, commented, "The increase in third quarter 2004 orders has led to one of the strongest levels of backlog that we have seen for quite some time. The operating results for the third quarter and nine months of the year are very gratifying. Our third quarter results mark the third consecutive quarter of profitability. [LOGO] PARAGON TECHNOLOGIES Page 3 - -------------------------------------------------------------------------------- We are pleased with our improved earnings and our strong balance sheet. The Company's quoting activity continues to be robust, and maintaining an aggressive selling focus on promising market segments is a prime objective. Our brands have seen positive customer interest as evidenced by third quarter orders. Also, during the third quarter of 2004, the Company instituted a stock repurchase program." The Company will host a conference call to discuss these results on Thursday, November 11, 2004 at 11:00 a.m. ET. To participate in the call, please dial 800-895-1549 and ask for the Paragon Technologies teleconference. Simultaneous with the conference call, an audio webcast of the call will be available via a link on the Paragon website, www.ptgamex.com. About Paragon Technologies Paragon Technologies is a leader in integrating material handling systems and creating automated solutions for material flow applications. Ermanco's branded conveyor technologies and material handling solutions address the needs of the distribution, assembly, and manufacturing marketplace. SI Systems' branded technologies and material handling solutions address unit assembly handling and order fulfillment applications. One of the top material handling systems suppliers worldwide, Paragon's leading clients have included the United States Postal Service, General Motors, IBM, BMG, DaimlerChrysler, Ford, Peterbilt, Harley-Davidson, Walgreens, and Clark Equipment. * * * - ------------------------------- Cautionary Statement. Certain statements contained herein are not based on historical fact and are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and the Securities and Exchange Commission rules, regulations and releases. Paragon intends that such forward-looking statements be subject to the safe harbors created hereby. Among other things, the forward-looking statements regard Paragon's earnings, liquidity, financial condition, review of strategic alternatives, and other matters. Words or phrases denoting the anticipated results of future events, such as "anticipate," "does not anticipate," "should help to," "believe," "estimate," "is positioned," "expects," "may," "will," "is expected," "should," "continue," and similar expressions that denote uncertainty, are intended to identify such forward-looking statements. Paragon's actual results, performance, or achievements could differ materially from the results expressed in, or implied by, such "forward-looking statements:" (1) as a result of factors over which Paragon has no control, including the strength of domestic and foreign economies, sales growth, competition, and certain cost increases; and (2) if the factors on which Paragon's conclusions are based do not conform to its expectations. This press release and prior releases are available at www.ptgamex.com. [LOGO] PARAGON TECHNOLOGIES Page 4 - -------------------------------------------------------------------------------- Paragon Technologies, Inc. Consolidated Balance Sheets Selected Financial Data (In Thousands, Except Ratio Information)
- ---------------------------------------------------------------------------------------------------- September 30, 2004 December 31, 2003 - ---------------------------------------------------------------------------------------------------- Cash and cash equivalents............................... $ 3,733 5,591 Trade receivables, net.................................. $ 7,140 5,277 Inventories............................................. $ 1,819 1,191 Current assets.......................................... $ 14,685 14,691 Current liabilities..................................... 8,481 9,646 ------ ------ Working capital....................................... $ 6,204 5,045 ------ ------ Current ratio........................................... 1.73 1.52 Total assets............................................ $ 33,655 33,774 Total stockholders' equity.............................. $ 22,761 21,969 - ----------------------------------------------------------------------------------------------------
Paragon Technologies, Inc. Consolidated Statements of Operations Selected Financial Data (In Thousands, Except Per Share Information)
- ---------------------------------------------------------------------------------------------------- Third Quarter Ended Nine Months Ended September 30, September 30, - ---------------------------------------------------------------------------------------------------- 2004 2003 2004 2003 -------------- -------------- -------------- -------------- Net sales........................ $ 10,754 8,742 30,968 28,289 ====== ====== ====== ====== Pre-tax earnings (See Note 1).... $ 775 3,912 1,567 6,586 Income tax expense............... 310 1,500 632 2,545 ------ ------ ------ ------ Net earnings..................... $ 465 2,412 935 4,041 ====== ====== ====== ====== Basic earnings per share......... $ .11 .56 .22 .95 ====== ====== ====== ====== Diluted earnings per share....... $ .11 .55 .21 .93 ====== ====== ====== ====== - ----------------------------------------------------------------------------------------------------
Paragon Technologies, Inc. Supplemental Financial Information Reconciliation of Net Earnings to EBITDA (In Thousands)
- ---------------------------------------------------------------------------------------------------- Third Quarter Ended Nine Months Ended September 30, September 30, - ---------------------------------------------------------------------------------------------------- 2004 2003 2004 2003 -------------- -------------- -------------- -------------- Net earnings.......................... $ 465 2,412 935 4,041 Add: Income tax expense............. 310 1,500 632 2,545 ------ ------ ------ ------ Earnings before income taxes.......... 775 3,912 1,567 6,586 Add: Interest expense............... - 306 - 675 Add: Depreciation and amortization expense...................... 112 132 326 415 ------ ------ ------ ------ EBITDA $ 887 4,350 1,893 7,676 ====== ====== ====== ====== - ----------------------------------------------------------------------------------------------------
[LOGO] PARAGON TECHNOLOGIES Page 5 - -------------------------------------------------------------------------------- Note 1: The following table depicts selected financial data that impacted net earnings for the periods indicated (dollars in thousands, except per share information):
- -------------------------------------------------------------------------------------------------------------- Third Quarter Ended Nine Months Ended September 30, September 30, - ------------------------------------------------------------------------------------------------------------- 2004 2003 2004 2003 -------------- -------------- -------------- -------------- Pre-tax earnings............................ $ 775 3,912 1,567 6,586 Selected financial data impacting pre-tax earnings: Gain on sale of SI/BAKER joint venture................................... - 4,919 - 4,919 Gain on the sale of Easton, PA facility............................... - - - 1,363 Restructuring credit from settlement of pension obligations.................... - - - 170 Equity in income of joint venture........... - 5 - 256 Royalty income from joint venture........... - 58 - 226 Severance costs............................. - - (115) - Interest expense............................ - (306) - (675) Accrual of potential defense costs to defend charges asserted against the Company by a competitor relating to the Company's intellectual property........... - (1,020) - (1,020) ------ ------ ------ ------ Total of selected financial data impacting pre-tax earnings............... - 3,656 (115) 5,239 ------ ------ ------ ------ Pre-tax earnings adjusted for the impact of the selected financial data............................ 775 256 1,682 1,347 Income tax expense.......................... 310 98 678 521 ------ ------ ------ ------ Net earnings adjusted....................... $ 465 158 1,004 826 ====== ====== ====== ====== Basic earnings per share -- adjusted.................................. $ .11 .04 .23 .19 ====== ====== ====== ====== Diluted earnings per share -- adjusted.................................. $ .11 .04 .23 .19 ====== ====== ====== ====== - -------------------------------------------------------------------------------------------------------------
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