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): (December 10, 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 December 10, 2002, announcing the Company's fiscal 2003 second-quarter results:

For Immediate Release

Contact:  Shawn M. Harrington

December 10, 2002

(860) 644-1551

GERBER SCIENTIFIC ANNOUNCES FISCAL 2003 SECOND-QUARTER RESULTS

Steady Operating Profit and Cash Flow Generation Continued

SOUTH WINDSOR, CT -- Gerber Scientific, Inc. (NYSE: GRB) today reported second-quarter earnings of 14 cents per diluted share on revenues of $128.8 million for the period ended October 31, 2002, compared with year-ago earnings of 9 cents per diluted share on revenues of $131.6 million. In the quarter, foreign currency translation added approximately $5.0 million to revenues but did not materially affect diluted earnings per share. Net earnings in last year's second quarter included the results of a business divested in this year's first quarter amounting to $0.3 million, or 1 cent per diluted share. Note: All prior period comparisons contained in the 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.

For the six months ended October 31, 2002, the Company reported earnings of 30 cents per diluted share on revenues of $254.7 million, compared with a year-ago loss of $5.04 per diluted share on revenues of $256.5 million. Excluding the effects of a business divested in the fiscal 2003 first-quarter and year-ago goodwill impairment charges, earnings from continuing operations for the six-months ended October 31, 2002 were 24 cents per diluted share compared with 11 cents per diluted share in the prior year period.

"Gerber had a good second quarter," said Marc Giles, president and chief executive officer. "We are pleased with the Company's overall financial results and the continued progress that has been made to enhance Gerber's bottom-line results."

"Gerber's second-quarter earnings performance was highlighted by strong profitability in our Apparel and Flexible Materials and Ophthalmic Lens Processing segments, driven by both increased operational efficiencies and the impact of rigorous expense controls. We also continued to generate a steady free cash flow in the quarter, enabling Gerber to increase its cash balances and reduce borrowings under its credit facility by $6.4 million."

Second-Quarter Consolidated Results

Second-quarter revenue and order entry was $128.8 million and $127.1 million, respectively, compared with $131.6 million and $126.2 million a year ago. Segment profit (defined as earnings before interest and taxes) for the quarter increased 8% to $10.8 million, from $10.0 million in the second quarter of 2002. Corporate expenses of $4.2 million in the second quarter were slightly lower than the prior year. Higher current year legal and professional expenses associated with the U.S. Securities and Exchange Commission's investigation of approximately $1.0 million were offset by the effect of corporate cost-reduction actions implemented in last year's third quarter. Net interest expense decreased to $2.1 million in the second quarter, down $1.0 million from a year ago, due to lower debt balances and lower average interest rates. The lower debt balances were the result of steady free cash flow generation (defined as operating cash flow less capital expenditures) and proceeds from non-strategic asset sales during the year. The consolidated tax rate from continuing operations was 29.4% for the second quarter and 26.9% for the current year versus the statutory rate of 35.0%. This lower effective tax rate was attributable to benefits related to foreign tax planning strategies.

Second-Quarter Segment Results

The Apparel and Flexible Materials segment's profit increased 14%, or $0.5 million, to $3.7 million and revenues decreased 10%, or $4.4 million, in the second quarter from the comparable period last year. Segment gross margin increased 350 basis points to 47.8% for the quarter. Segment new order entry in the quarter was $37.0 million, an increase of 3% from last year. Backlog decreased 3% from the beginning of the current year to $26.5 million. The revenue decline was due largely to the continued migration of apparel and furniture production to lower cost overseas markets and the related factory automation lag in those markets. The increases in segment gross margin and operating profit were largely the result of the cost-reduction actions that began two years ago. A product mix favoring higher margin software and service products also provided gross margin benefits.

The Sign Making and Specialty Graphics segment's profit decreased 8%, or $0.5 million, to $5.4 million in the second quarter and revenues were essentially unchanged from a year ago. Foreign currency translation contributed $3.8 million to the year-over-year revenue growth. Segment gross margin was essentially the same as last year at 29.7% for the quarter. Excluding the effects of foreign currency translation, current year revenues were lower. This was the result of continued soft economic conditions for this segment's capital equipment products, particularly in North America, as well as a sales shift from higher quality proprietary aftermarket supplies to lower priced, more competitive supplies. The gross margin effect of the lower sales volume and the product mix shift was almost entirely offset by the impact of cost-reduction actions implemented over the last two years, which also benefited segment profit.

The Ophthalmic Lens Processing segment's profit increased 97%, or $0.8 million, to $1.6 million and revenues increased $1.7 million in the second quarter from the comparable period last year. Segment gross margin increased 80 basis points to 33.2% for the quarter. The increased sales volume was primarily the result of strong lens finishing equipment sales to large retail customers in the United States. This offset the effect of lower industry prescription volumes for spectacle lens eyewear, which affected both sales of this segment's capital equipment products to wholesale lens production laboratories and aftermarket products. The higher gross margin was the result of both the overall higher sales volume and less price discounting. Tight operating expense control enabled the full amount of the gross margin gain to benefit segment profit on a year-over-year basis. On July 1, 2002, the Company completed the sale of Stereo Optical Company, Inc., which was included in the Ophthalmic Lens Processing segment. Both the gain on disposition and the discontinued company's results from operations are excluded from the Ophthalmic Lens Processing segment's operating results reported above.

Financial Condition

For the six months ended October 31, 2002, total debt was reduced by $12.7 million, which was the result of steady operating cash generation, continued working capital management, and curtailed capital expenditures. At October 31, 2002, the Company had $24.7 million in cash and cash equivalents and $115.2 million in debt. The ratio of debt to capitalization was 54% at October 31, 2002 compared with 60% at April 30, 2002.

At October 31, 2002, the majority of the Company's debt was classified as short-term borrowings due to the credit facility being due within one year's time (August 15, 2003). The Company is currently in discussions to refinance its existing credit facility. If and when an agreement is finalized, it is the Company's expectation that these short-term borrowings will be reclassified back to long-term debt. The Company was in compliance with all covenants related to its credit facility as of October 31, 2002. The Company expects that the refinancing currently being discussed will meet its financing requirements for the next twelve months and beyond.

Outlook

The current economic outlook and demand for the Company's capital equipment products remains challenging, particularly in the markets served by our Apparel and Flexible Materials and Sign Making and Specialty Graphics businesses. Accordingly, the Company has embarked on additional cost reduction initiatives, including supply chain optimization and warehouse consolidation, to further reduce those businesses cost structures. The Company continues to encourage and support new product development across the organization so that it is well positioned to take advantage of the opportunities created by a sustained recovery. Enhancing the Company's geographic diversity also continues to be a priority, particularly in the Apparel and Flexible Materials segment, as evidence by the Company's increasing presence in Asia to better serve those growing markets.

The weak global economy continues to make forecasting the Company's sales volume challenging. On the basis of the cost reduction actions management has already put in place, the Company expects that its earnings will continue to increase on a year-over-year basis.

About Gerber Scientific, Inc.

Gerber Scientific, Inc. 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 Quarterly Report on Form 10-Q for the quarter ended July 31, 2002 and its 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


(Unaudited)

Three Months Ended
October 31,

Six Months Ended
October 31,

     

(Restated)

   

(Restated)

In thousands (except per share amounts)

2002 

 

2001 

2002 

 

2001 

             

Revenue:

           

     Product sales

$114,869 

$119,242 

$227,096

$232,064 

     Service

  13,911 

 

   12,376 

  27,562 

 

   24,444 

128,780 

 131,618 

254,658 

 256,508 

Costs and Expenses:

           

     Cost of product sales

75,799 

 

78,795 

150,613 

 

153,920 

     Cost of service

7,145 

 

6,867 

14,337 

 

13,791 

     Selling, general and administrative

32,417 

 

32,779 

64,130 

 

64,139 

     Research and development expenses

6,516 

 

7,027 

12,792 

 

14,207 

     Restructuring charges

---  

 

(26)

(100)

 

(56)

     Write-down of assets

         ---  

 

          41 

         ---  

 

          82 

 

121,877 

 

  125,483 

241,772 

 

 246,083 

Operating income

6,903 

 

6,135 

12,886 

 

10,425 

             

Other income (expense)

(340)

 

(563)

(1,206)

 

(691)

Interest expense

   (2,146)

 

    (3,106)

   (4,377)

 

    (6,607)

Income from continuing operations
     before income taxes


4,417 

 


2,466 


7,303 

 


3,127 

Provision for income taxes

       1,300 

 

        660 

     1,964 

 

        720 

Income from continuing operations

3,117 

 

1,806 

5,339 

 

2,407 

Discontinued operations:

           

     Income from operations of disposed
         business, net of tax


--- 

 


255 


172 

 


524 

     Gain on sale of disposed business,
         net of tax


            --- 

 


          ---  


     1,222 

 


          ---  

Income before cumulative effect of
         accounting change


3,117 

 


2,061 


6,733 

 


2,931 

Cumulative effect of accounting change

          ---  

 

          ---  

         ---  

 

 (114,653)

Net earnings (loss)

$   3,117 

 

$ 2,061 

$   6,733 

 

$(111,722)

 

=======

 

=======

======

 

========

Earnings (loss) per share of common stock:

           

Basic:

           

     Income from continuing operations

$       .14 

 

$        .08 

$       .24 

 

$        .11 

     Discontinued operations

---  

 

.01 

.06 

 

.02 

     Cumulative effect of accounting
          change


          ---  

 


          ---  


         ---  

 


      (5.20)

     Net earnings (loss)

$       .14 

 

$        .09 

$       .30 

 

$    (5.07)

 

=======

 

=======

======

 

=======

             

Diluted:

           

     Income from continuing operations

$       .14 

 

$        .08 

$       .24 

 

$        .11 

     Discontinued operations

---  

 

.01 

.06 

 

.02 

     Cumulative effect of accounting
          change


          ---  

 


          ---  


         ---  

 


      (5.17)

     Net earnings (loss)

$       .14 

 

$        .09 

$       .30 

 

$    (5.04)

 

=======

 

=======

======

 

=======

             

     Dividends

$        ---  

 

$        --- 

$        ---  

 

$        --- 

Average shares outstanding:

           

     Basic

22,137 

 

22,058 

22,123 

 

22,053 

     Diluted

22,137 

 

22,204 

22,123 

 

22,179 

 

 

GERBER SCIENTIFIC, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS


In thousands

October 31, 2002

 

April 30, 2002

Assets:

(Unaudited)

   

Current Assets:

     

     Cash and short-term cash investments

$   24,746 

 

$   16,220 

     Accounts receivable, net of allowance for doubtful accounts
           of $7,782 and $7,229, respectively


85,830 

 


84,539 

     Inventories

61,248 

 

59,351 

     Deferred income taxes

12,402 

 

11,951 

     Prepaid expenses

6,580 

 

8,680 

     Net assets held for sale

           --- 

 

      3,968 

 

  190,806 

 

  184,709 

Property, Plant and Equipment:

117,489 

 

116,125 

     Less accumulated depreciation

    69,097 

 

    64,761 

 

    48,392 

 

    51,364 

Intangible Assets:

     

     Goodwill

    47,921 

 

    49,966 

     Prepaid pension cost

    11,557 

 

    11,557 

     Patents and other intangible assets, net of accumulated         amortization


      6,784 

 


      6,918 

 

    66,262 

 

    68,441 

Deferred Income Taxes

2,219 

 

2,959 

Other Assets

      3,507 

 

      4,120 

 

$311,186 

 

$311,593 

 

=======

 

=======

Liabilities and Shareholders' Equity:

     

Current Liabilities:

     

     Short-term line of credit

$         39 

 

$      228 

     Credit facility

109,183 

 

41,929 

     Accounts payable

41,445 

 

41,756 

     Accrued compensation and benefits

17,268 

 

19,136 

     Other accrued liabilities

22,911 

 

21,071 

     Deferred revenue

9,574 

 

9,511 

     Advances on sales contracts

       784 

 

       897 

 

201,204 

 

134,528 

Noncurrent Liabilities:

     

     Other liabilities

6,713 

 

6,678 

     Long-term debt

   6,000 

 

 86,000 

 

 12,713 

 

 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 22,911,259 and 22,879,425 shares


 22,911 

 


 22,879 

     Paid-in capital

 43,927 

 

 44,090 

     Retained earnings

 64,986 

 

 58,253 

     Treasury stock, at cost (759,249 and 773,546 shares,          respectively)


(15,612)

 


(15,906)

     Unamortized value of restricted stock grants

(319)

 

(411)

     Accumulated other comprehensive income (loss)

   (18,624)

 

   (24,518)

 

    97,269 

 

    84,387 

 

$311,186 

 

$311,593 

 

=======

 

=======

 

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


(Unaudited)

Six Months Ended
October 31,

     

(Restated)

In thousands

2002 

 

2001 

Cash Provided by (Used for):

Operating Activities:

     

     Net earnings (loss)

$   6,733 

 

$(111,722)

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

     

           Cumulative effect of accounting change

--- 

 

114,653 

           Depreciation and amortization

6,751 

 

8,010 

           Restructuring charges

(100)

 

(56)

           Gain on sale of disposed business, net of taxes

(1,222)

 

--- 

           Write-down of assets

--- 

 

82 

           Deferred income taxes

289 

 

2,941 

           Other non-cash items

550 

 

645 

     Changes in operating accounts:

     

           Receivables

1,360 

 

8,341 

           Inventories

(380)

 

(308)

           Prepaid expenses

2,903 

 

(4,721)

           Accounts payable and accrued expenses

  (4,198)

 

  (5,162)

               

Provided by Operating Activities

   12,686 

 

  12,703 

               

Investing Activities:

     

     Additions to property, plant and equipment

(900)

 

(2,844)

     Intangible and other assets

(480)

 

(886)

     Proceeds from sale of assets

3,937 

 

17,183 

     Proceeds from sale of disposed business

   6,595 

       --- 

               

Provided by Investing Activities

   9,152 

 

  13,453 

                

Financing Activities:

     

     New borrowings from credit facility

3,000 

 

23,000 

     Repayments of credit facility

(16,673)

 

(56,922)

     Net short-term financing

    (205)

 

       --- 

     Debt issue costs

(376)

 

(48)

     Exercise of stock options

--- 

 

32 

     Other common stock activity

         53 

 

       (32)

               

(Used for) Financing Activities

(14,201)

 

(33,970)

Effect of exchange rate changes on cash

889 

254 

               

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


8,526 

 


(7,560)

Cash and Short-Term Cash Investments, Beginning of Period

  16,220 

 

  20,866 

               

Cash and Short-Term Cash Investments, End of Period

$24,746 

 

$13,306 

====== 

====== 

 

GERBER SCIENTIFIC, INC. AND SUBSIDIARIES
SEGMENT INFORMATION

(Unaudited)

   


In thousands

Three Months Ended
        October 31,       

Six Months Ended
October 31,

   

(Restated)

 

(Restated)

Segment revenue:

       2002

       2001

       2002

       2001

Sign Making & Specialty Graphics

$ 68,872 

$ 68,947 

$135,266 

$132,981 

Apparel & Flexible Materials

37,806 

42,232 

76,484 

83,740 

Ophthalmic Lens Processing

   22,102 

   20,439 

   42,908 

   39,787 

 

$128,780 

$131,618 

$254,658 

$256,508 

 

=======

=======

=======

=======

         

Segment profit:

       

Sign Making & Specialty Graphics

$  5,431 

$  5,898 

$  9,920 

$ 10,636 

Apparel & Flexible Materials

3,712 

3,255 

7,706 

5,116 

Ophthalmic Lens Processing

   1,626 

     825 

   2,707 

  1,444 

 

10,769 

9,978 

20,333 

17,196 

Corporate expenses, net of other      income/expense


(4,206)


(4,406)


(8,653)


(7,462)

Interest expense

  (2,146)

   (3,106)

  (4,377)

   (6,607)

Income from continuing operations
     before income taxes


$  4,417 


$  2,466 


$  7,303 


$  3,127 

 

======

======

======

======

         

Segment profit for the three and six month periods ended October 31, 2002 and 2001 included reversals of previously established restructuring reserves of $--- and $26 and $100 and $56, 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:

December 10, 2002

By:

/s/ Shawn M. Harrington

   

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