FORM 8-K
 
 
 

UNITED STATES 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): (September 12, 2002)

       
       

GERBER SCIENTIFIC, INC.
(Exact name of Registrant as specified in its charter)

       
       

CONNECTICUT

1-5865

06-0640743

(State or other jurisdiction of incorporation or organization)

(Commission File No.)

(I.R.S. Employer Identification No.)

       
       

83 Gerber Road West, South Windsor, Connecticut

 

06074

(Address of principal executive offices)

 

(Zip Code)

       
       

Registrant's Telephone Number, including area code:

 

(860-644-1551)

       
       

Not Applicable

(Former name or former address, if changes since last report)

       
       

 

 

 

 

 

Item 5.     Other Events

See the following press release, dated September 12, 2002, announcing the Company's fiscal 2003 first-quarter results:

For Immediate Release

Contact:  Shawn M. Harrington

September 12, 2002

(860) 644-1551

GERBER SCIENTIFIC, INC. ANNOUNCES FISCAL 2003 FIRST-QUARTER RESULTS

Reports 39 Percent Increase in Operating Income from a Year Ago

SOUTH WINDSOR, CT -- Gerber Scientific, Inc. (NYSE: GRB) today reported first-quarter earnings of 16 cents per diluted share on revenues of $125.9 million for the period ended July 31, 2002, compared with a year-ago loss of $5.14 per diluted share on revenues of $124.9 million. Excluding a fiscal 2003 first-quarter sale of a discontinued operation and year-ago goodwill impairment charges, fiscal first-quarter income was 10 cents per diluted share compared with 3 cents per diluted share a year ago. Note: All prior period comparisons contained in this release are made "as restated" reflecting the previously announced restatement of the Company's historical financial statements following a review of the Company's financial reporting.

"Our first-quarter results clearly underscore the positive impact of actions we have taken to reduce costs, increase liquidity and enhance cash flow," said Marc T. Giles, president and chief executive officer. "While capital spending has yet to rebound in our core markets, we are seeing pockets where economic conditions are improving and demand is strengthening. Looking ahead in fiscal 2003, we believe that Gerber will continue to achieve improvements in its year-over-year operating results, as the markets we serve stabilize and as we continue to implement our shared-services and other cost-reduction and efficiency initiatives."

Fiscal First-Quarter Results

First-quarter revenue was $125.9 million, compared with $124.9 million a year ago. The impact of foreign exchange bolstered revenue by $6.3 million (5.2 percent) in the quarter, compared with the year-ago period. New orders in the first quarter totaled $126.8 million, versus $126.2 million a year ago. Operating income for the quarter increased 39% to $6.0 million, compared with $4.3 million reported in the first quarter of 2002.

Revenues reflected increases in the Sign Making & Specialty Graphics and Ophthalmic Lens Processing segments and were offset by a decline in the Apparel & Flexible Materials segment. The Ophthalmic Lens Processing segment increase was due to sales of automated lens processing equipment to large U.S. retail and discount chains. The increase in the Sign Making & Specialty Graphics operating segment was due to the favorable foreign currency translation effect. Although demand for the Apparel & Flexible Materials segment's products appears to have stabilized, that segment saw declines in revenue and orders throughout the later half of the prior fiscal year.

In the Sign Making & Specialty Graphics segment, the company reported 2003 first quarter revenue of $66.4 million, versus revenue of $64.0 million a year ago; segment profit decreased to $4.5 million, versus $4.7 million in the year-ago period. In the Apparel & Flexible Materials segment, first quarter revenue was $38.7 million, compared with revenue of $41.5 million a year ago; segment profit increased to $4.0 million from $1.9 million last year. First quarter Ophthalmic Lens Processing segment revenue was $20.8 million, versus $19.3 million a year ago; segment profit for the quarter was $1.1 million, versus segment profit of $0.6 million reported in the same period last year.

On an overall basis, the Company's geographic distribution of business was similar to a year ago; U.S. and European orders were approximately 42 percent each of total orders, with the rest of the world accounting for the remainder. U.S. orders for the Ophthalmic Lens Processing segment's equipment were higher than in the first quarter of fiscal 2002. The Sign Making & Specialty Graphics segment experienced lower orders for its products outside of U.S. and European markets. Foreign currency translation bolstered European orders in both the Sign Making & Specialty Graphics and Apparel & Flexible Materials segments this year.

Cost-Reduction Actions Continue to Show Results

Operational improvements and favorable foreign currency effects led to an overall gross margin of 34.9 percent, a year-over-year increase of 0.6 percentage points principally driven by the Apparel & Flexible Materials segment. Operational improvements also led to a $2.3 million (6.0 percent) decrease in selling, general, and administrative expenses (including research and development expenses) in this fiscal year's first quarter. These improvements were offset by incremental legal and professional costs associated with the Company's review of its financial reporting under the direction of the Audit and Finance Committee of the board of directors and the U.S. Securities and Exchange Commission's continuing investigation of approximately $1.7 million. Losses from translating foreign currency denominated transactions offset the favorable foreign currency financial statement translation effects on earnings.

Steady Cash Flow Continued; Debt Reduced

The Company generated $4.6 million in operating cash flow in the first quarter compared with $3.2 million a year ago, continuing its trend of steady cash flow generation. The Company reduced total debt by $6.4 million in the first quarter due largely to the sale of a discontinued operation and certain previously identified idle facilities. The Company's total debt balance at July 31, 2002 was $121.6 million, and it had $22.6 million of cash and short-term investments at that date.

About Gerber Scientific, Inc.

Gerber Scientific, Inc. (http://www.gerberscientific.com) is the world's leading supplier of sophisticated automated manufacturing systems that enable mass customization in sign making and specialty graphics, apparel and flexible goods, and optical lens processing. Headquartered in South Windsor, Connecticut, the Company operates through four wholly-owned subsidiaries: Gerber Scientific Products and Spandex PLC, Gerber Technology, and Gerber Coburn.

Safe Harbor Statement:

In addition to the historical information contained herein, there are matters discussed that are considered to be "forward-looking statements." The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. These forward-looking statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental, and technological factors affecting the Company's operations, markets, products, and services, that could significantly affect results in the future. For a discussion of other risk factors relating to the Company's business, see the Company's Annual Report on Form 10-K for the year ended April 30, 2002, as filed with the Securities and Exchange Commission. The forward-looking statements contained in this release are made as of the date of this release, and the Company assumes no obligation to update or revise any forward-looking statements contained in this release.

 

 

GERBER SCIENTIFIC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

 

Three Months Ended
July 31,

     

(Restated)

In thousands (except per share amounts)

2002 

 

2001 

       

Revenue:

     

     Product sales

$112,227 

 

$112,822 

     Service

  13,651 

 

   12,068 

125,878 

 124,890 

Costs and Expenses:

     

     Cost of product sales

74,814 

 

75,125 

     Cost of service

7,192 

 

6,924 

     Selling, general and administrative

31,713 

 

31,360 

     Research and development expenses

6,276 

 

7,180 

     Restructuring charges

(100)

 

(30)

     Write-down of assets

         ---  

 

          41 

 

119,895 

 

  120,600 

Operating income

5,983 

 

4,290 

       

Other income (expense)

(866)

 

(128)

Interest expense

   (2,231)

 

    (3,501)

Income from continuing operations before income taxes

2,886 

 

661

Provision for income taxes

         664 

 

         60 

Income from continuing operations

2,222 

 

601 

Discontinued operations: (1)

     

     Income from operations of disposed business, net of tax

172 

 

269 

     Gain on sale of disposed business, net of tax

     1,222 

 

          ---  

Income before cumulative effect of accounting change

3,616 

 

870 

Cumulative effect of accounting change

          ---  

 

 (114,653)

Net earnings (loss)

$   3,616 

 

$ (113,783)

 

=======

 

=======

Earnings (loss) per share of common stock:

     

Basic:

     

     Income from continuing operations

$       .10 

 

$       .03 

     Discontinued operations(1)

.06 

 

.01 

     Cumulative effect of accounting change

          ---  

 

        (5.20)

     Net earnings (loss)

$       .16 

 

$      (5.16)

 

=======

 

=======

       

Diluted:

     

     Income from continuing operations

$       .10 

 

$       .03 

     Discontinued operations(1)

.06 

 

.01 

     Cumulative effect of accounting change

          ---  

 

        (5.18)

     Net earnings (loss)

$       .16 

 

$      (5.14)

 

=======

 

=======

       

     Dividends

$        ---  

 

$        --- 

Average shares outstanding:

     

     Basic

22,110 

 

22,047 

     Diluted

22,110 

 

22,154 

(1) On July 1, 2002 the Company completed the sale of Stereo Optical Company, Inc. Accordingly, Stereo Optical was accounted for as a discontinued operation beginning with the fiscal 2003 financial statements. Net gain on disposition was $3,466 before taxes and $1,222 after taxes, or $.06 per share.

GERBER SCIENTIFIC INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS


In thousands

July 31, 2002

 

April 30, 2002

Assets:

     

Current Assets:

     

     Cash and short-term cash investments

$   22,625 

 

$   16,220 

     Accounts receivable, net of allowance for doubtful accounts of $7,626 and $7,229, respectively


86,527 

 


84,539 

     Inventories

63,536 

 

59,351 

     Deferred income taxes

12,279 

 

11,951 

     Prepaid expenses

4,210 

 

8,680 

     Net assets held for sale

      1,482 

 

      3,968 

 

  190,659 

 

  184,709 

Property, Plant and Equipment:

119,438 

 

116,125 

     Less accumulated depreciation

    68,982 

 

    64,761 

 

    50,456 

 

    51,364 

Intangible Assets:

     

     Goodwill

    47,771 

 

    49,966 

     Prepaid pension cost

    11,557 

 

    11,557 

     Patents and other intangible assets, net of accumulated         amortization


      6,855 

 


      6,918 

 

    66,183 

 

    68,441 

Deferred Income Taxes

2,782 

 

2,959 

Other Assets

      4,887 

 

      4,120 

 

$314,967 

 

$311,593 

 

=======

 

=======

Liabilities and Shareholders' Equity:

     

Current Liabilities:

     

     Short-term line of credit

$      595 

 

$      228 

     Current maturities of long-term debt

35,565 

 

41,929 

     Accounts payable

42,490 

 

41,756 

     Accrued compensation and benefits

16,780 

 

19,136 

     Other accrued liabilities

23,201 

 

21,071 

     Deferred revenue

9,524 

 

9,511 

     Advances on sales contracts

       998 

 

       897 

 

129,153 

 

134,528 

Noncurrent Liabilities:

     

     Other liabilities

6,810 

 

6,678 

     Long-term debt

 86,000 

 

 86,000 

 

 92,810 

 

 92,678 

 

Contingencies and Commitments:

     

Shareholders' Equity:

     

     Preferred stock, no par value; authorized 10,000,000          shares; no shares issued


--- 

 


--- 

     Common stock, $1.00 par value; authorized 65,000,000          shares; issued 22,885,247 and 22,879,425 shares


 22,885 

 


 22,879 

     Paid-in capital

 43,976 

 

 44,090 

     Retained earnings

 61,869 

 

 58,253 

     Treasury stock, at cost (766,067 and 773,546 shares,          respectively)


(15,752)

 


(15,906)

     Unamortized value of restricted stock grants

(342)

 

(411)

     Accumulated other comprehensive income (loss)

   (19,632)

 

   (24,518)

 

    93,004 

 

    84,387 

 

$314,967 

 

$311,593 

 

=======

 

=======

 

GERBER SCIENTIFIC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

 

Three Months Ended
July 31,

     

(Restated)

In thousands

2002 

 

2001 

Cash Provided by (Used for):

Operating Activities:

     

     Net earnings (loss)

$   3,616 

 

$(113,783)

     Adjustments to reconcile net earnings (loss)
        to cash provided by operating activities:

     

           Cumulative effect of accounting change

--- 

 

114,653 

           Depreciation and amortization

3,390 

 

4,143 

           Restructuring charges

(100)

 

(30)

           Gain on sale of Stereo Optical, net of taxes

(1,222)

 

--- 

           Write-down of assets

--- 

 

41 

           Deferred income taxes

(152)

 

809 

           Other non-cash items

226 

 

331 

     Changes in operating accounts:

     

           Receivables

348 

 

8,471 

           Inventories

(2,738)

 

(2,474)

           Prepaid expenses

3,871 

 

(3,907)

           Accounts payable and accrued expenses

  (2,656)

 

  (5,072)

               

Provided by Operating Activities

   4,583 

 

   3,182 

               

Investing Activities:

     

     Additions to property, plant and equipment

(419)

 

(1,667)

     Intangible and other assets

(204)

 

(508)

     Proceeds from sale of assets

2,506 

 

--- 

     Proceeds from sale of Stereo Optical

   6,595 

       --- 

               

Provided by (Used for) Investing Activities

   8,478 

 

  (2,175)

                

Financing Activities:

     

     Additions of long-term debt

3,000 

 

16,000 

     Repayments of long-term debt

(10,222)

 

(21,938)

     Debt issue costs

(376)

 

(48)

     Other common stock activity

(8)

 

(27)

     Net short-term financing

     353 

 

       --- 

               

(Used for) Financing Activities

  (7,253)

 

  (6,013)

Effect of exchange rate changes on cash

597 

(217)

               

Increase (Decrease) in Cash and Short-Term Cash
    Investments


6,405 

 


(5,223)

Cash and Short-Term Cash Investments, Beginning of Period

  16,220 

 

  20,866 

               

Cash and Short-Term Cash Investments, End of Period

$22,625 

 

$15,643 

====== 

====== 

GERBER SCIENTIFIC, INC. AND SUBSIDIARIES
SEGMENT INFORMATION


Three Months Ended
        July 31       

   

(Restated)

In thousands

       2002

       2001

     

Segment revenue:

   

Sign Making & Specialty Graphics

$ 66,394 

$ 64,034 

Apparel & Flexible Materials

38,678 

41,508 

Ophthalmic Lens Processing

   20,806 

   19,348 

 

$125,878 

$124,890 

 

=======

=======

     

Segment profit:

   

Sign Making & Specialty Graphics

$  4,489 

$  4,738 

Apparel & Flexible Materials

3,994 

1,861 

Ophthalmic Lens Processing

   1,081 

     619 

 

9,564 

7,218 

Corporate expenses, net of other income/expense


(4,447)


(3,056)

Interest expense

  (2,231)

    (3,501)

Income from continuing operations
     before income taxes


$  2,886 


$      661 

 

======

=======

     

Segment profit for the three months ended July 31, 2002 and 2001 included reversals of previously established restructuring reserves of $100 and $30, respectively, for the Apparel and Flexible Materials operating segment.

 

 

 

 

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 hereunto duly authorized.

 

 

GERBER SCIENTIFIC, INC.

 

(Registrant)

   
   
   
   

Date:

September 12, 2002

By:

/s/ Shawn M. Harrington

   

Shawn M. Harrington
Senior Vice President
(Principal Financial and Accounting Officer)