UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2005
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number 0-24712
Metrologic Instruments, Inc.
(Exact name of registrant as specified in its charter)
New Jersey 22-1866172
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
90 Coles Road, Blackwood, New Jersey 08012
(Address of principal executive offices) (Zip Code)
(856) 228-8100
(Registrant's telephone number,
including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes X No __
As of August 1, 2005, there were 22,173,732 shares of Common Stock, $.01 par
value per share, outstanding.
METROLOGIC INSTRUMENTS, INC.
INDEX
Page
No.
Part I - Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
June 30, 2005 (unaudited) and December 31, 2004 3
Condensed Consolidated Statements of Operations (unaudited)
-Three and Six Months Ended June 30, 2005 and 2004 4
Condensed Consolidated Statements of Cash Flows (unaudited)
- Six Months Ended June 30, 2005 and 2004 5
Notes to Condensed Consolidated Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 14
Item 3. Quantitative and Qualitative Disclosures about Market Risk 23
Item 4. Controls and Procedures 23
Part II - Other Information
Item 1. Legal Proceedings 24
Item 4. Submission of Matters to a Vote of Security Holders 24
Item 6. Exhibits 26
Signatures 27
<page>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Metrologic Instruments, Inc.
Condensed Consolidated Balance Sheets
(amounts in thousands except share data)
June 30, December 31,
2005 2004
---- ----
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 73,257 $ 64,715
Accounts receivable, net of allowances
of $683 and $544, respectively 38,125 35,153
Inventory, net 21,869 23,865
Deferred income taxes 692 692
Other current assets 3,556 3,677
--------- ---------
Total current assets 137,499 128,102
Property, plant and equipment, net 19,685 19,468
Goodwill 24,363 24,607
Computer software, net 10,142 11,221
Other intangibles, net 7,685 7,634
Deferred income taxes 1,321 1,332
Other assets 232 163
--------- ---------
Total assets $ 200,927 $ 192,527
========= =========
Liabilities and shareholders' equity
Current liabilities:
Lines of credit $ 16,253 $ 14,138
Current portion of notes payable 3,739 2,127
Accounts payable 8,937 10,734
Accrued expenses 17,448 16,278
Deferred contract revenue 566 1,507
--------- ---------
Total current liabilities 46,943 44,784
Notes payable, net of current portion 18 2,015
Deferred income taxes 5,055 5,055
Other liabilities 2,290 2,657
Shareholders' equity:
Preferred stock, $0.01 par value: 500,000
shares authorized; none issued - -
Common stock, $0.01 par value: 30,000,000
shares authorized; 22,167,096 and
21,782,276 shares issued and outstanding
on June 30, 2005 and December 31, 2004,
respectively 222 218
Additional paid-in capital 88,745 87,500
Retained earnings 59,716 51,162
Accumulated other comprehensive loss (2,062) (864)
---------- ---------
Total shareholders' equity 146,621 138,016
---------- ---------
Total liabilities and shareholders' equity $ 200,927 $ 192,527
========== =========
See accompanying notes.
<page>
Metrologic Instruments, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(amounts in thousands except share and per share data)
Three Months Ended Six Months Ended
June 30, June 30,
2005 2004 2005 2004
---- ---- ---- ----
Sales $ 48,604 $ 44,990 $ 95,455 $ 80,690
Cost of sales 27,044 22,749 53,777 42,798
--------- ---------- ---------- ----------
Gross profit 21,560 18,241 41,678 37,892
Selling, general and administrative
expenses 12,139 9,099 23,534 18,473
Research and development expenses 2,218 2,124 4,170 3,847
---------- ---------- ---------- ----------
Operating income 7,203 7,018 13,974 15,572
Other income (expenses)
Interest income 416 138 701 248
Interest expense (304) (114) (567) (213)
Other expense, net (45) (299) (742) (625)
---------- ---------- ---------- ----------
Total other income (expenses) 67 (275) (608) (590)
---------- ---------- ---------- ----------
Income before provision for
income taxes 7,270 6,743 13,366 14,982
Provison for income taxes 2,617 2,562 4,812 5,693
---------- ---------- ---------- ----------
Net income $ 4,653 $ 4,181 $ 8,554 $ 9,289
========== ========== ========== ==========
Basic earnings per share:
Weighted average shares
outstanding 22,136,353 21,503,690 22,021,809 21,327,194
========== ========== ========== ==========
Basic earnings per share $ 0.21 $ 0.19 $ 0.39 $ 0.44
========== ========== ========== ==========
Diluted earnings per share:
Weighted average shares
outstanding 22,136,353 21,503,690 22,021,809 21,327,194
Net effect of dilutive
securities 940,005 1,450,468 1,078,224 1,633,317
---------- ---------- --------- ----------
Total shares outstanding
used in computing diluted
earnings per share 23,076,358 22,954,158 23,100,033 22,960,511
========== ========== ========== ==========
Diluted earnings per share $ 0.20 $ 0.18 $ 0.37 $ 0.40
========== ========== ========== ==========
See accompanying notes.
<page>
Metrologic Instruments, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(amounts in thousands)
Six Months Ended
June 30,
2005 2004
-------- --------
Operating activities
Net cash provided by
operating activities $ 7,072 $10,025
Investing activities
Purchase of property, plant and equipment (2,081) (1,735)
Purchase of minority interest in subsidiary (1,213) (5,556)
Patents and trademarks (527) (532)
Proceeds from sale of property 6 31
------- -------
Net cash used in
investing activities (3,815) (7,792)
Financing activities
Proceeds from exercise of stock options and
employee stock purchase plan 1,249 2,495
Net borrowings (repayments) on
lines of credit 3,721 (1,082)
Principal payments on notes payable (367) (172)
Capital lease payments (71) (67)
Net cash provided by ------- -------
financing activities 4,532 1,174
Effect of exchange rates on cash 753 166
------- -------
Net increase in cash and
cash equivalents 8,542 3,573
Cash and cash equivalents at beginning of period 64,715 48,817
------- -------
Cash and cash equivalents at end of period $ 73,257 $52,390
======== =======
Supplemental Disclosure:
Cash paid for interest $ 403 $ 122
======== =======
Cash paid for income taxes $ 2,603 $ 2,256
======== =======
See accompanying notes.
<page>
METROLOGIC INSTRUMENTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2005
(amounts in thousands except per share data)
(Unaudited)
1. Business
Metrologic Instruments, Inc. and its subsidiaries (collectively, the "Company")
design, manufacture and market bar code scanning and high-speed automated data
capture solutions using laser, holographic and vision-based technologies. The
Company offers expertise in one-dimensional and two-dimensional 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. Additionally, through its wholly-owned subsidiary, Adaptive
Optics Associates, Inc. ("AOA"), the Company is engaged in developing,
manufacturing, marketing and distributing custom electro-optical and
opto-mechanical systems which include wavefront correction, industrial
inspection, and scanning and dimensioning systems for commercial and government
customers. The Company's products are sold in more than 110 countries worldwide
through the Company's sales, service and distribution offices located in North
and South America, Europe and Asia.
2. Accounting Policies
Interim Financial Information
The accompanying unaudited Condensed Consolidated Financial Statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements. In the opinion
of management, all adjustments (consisting solely of normal recurring
adjustments) necessary for a fair presentation of the Condensed Consolidated
Financial Statements have been included. The results of the interim periods are
not necessarily indicative of the results to be obtained for a full fiscal year.
The Condensed Consolidated Financial Statements and these Notes should be read
in conjunction with Management's Discussion and Analysis of Financial Condition
and Results of Operations contained in this Quarterly Report on Form 10-Q and
the Company's Annual Report on Form 10-K for the year ended December 31, 2004,
including the Consolidated Financial Statements and the Notes to Consolidated
Financial Statements for the year ended December 31, 2004 contained therein.
Stock-Based Compensation
The Company follows Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" ("APB 25") and related interpretations in accounting
for stock options. Under APB 25, if the exercise price of the Company's stock
options equals or exceeds the market price of the underlying common stock on the
date of grant, no compensation expense is recognized. Had compensation expense
for the Company's stock option plan been determined based upon the fair value at
the grant date using the Black-Scholes pricing model prescribed under Statement
of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock Based
Compensation," the Company's net income and earnings per share would approximate
the pro-forma amounts as follows:
Three Months Ended Six Months Ended
June 30, June 30,
2005 2004 2005 2004
---- ---- ---- ----
Net income:
As reported $ 4,653 $ 4,181 $ 8,554 $ 9,289
Deduct: (total stock-based employee
compensation expense determined
under fair value based method, net of
related taxes) (747) (263) (1,465) (303)
------- ------- ------- -------
Pro forma $ 3,906 $ 3,918 $ 7,089 $ 8,986
======= ======= ======= =======
Earnings per share:
Basic:
As reported $ 0.21 $ 0.19 $ 0.39 $ 0.44
Pro forma 0.18 0.18 0.32 0.42
Diluted:
As reported $ 0.20 $ 0.18 $ 0.37 $ 0.40
Pro forma 0.17 0.17 0.31 0.39
<page>
Use of Estimates
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current
period presentation.
3. Inventory
Inventory consists of the following:
June 30, 2005 December 31, 2004
-------------- ------------------
Raw materials $ 7,418 $ 7,534
Work-in-process 2,331 2,320
Finished goods 12,120 14,011
------ ------
Total $ 21,869 $ 23,865
------ ------
4. Comprehensive Income
The Company's total comprehensive income was as follows:
Three Months Ended Six Months Ended
June 30, June 30,
2005 2004 2005 2004
---- ---- ---- ----
Net income $ 4,653 $ 4,181 $ 8,554 $ 9,289
Other comprehensive loss:
Change in equity due to
foreign currency
translation adjustments (902) (10) (1,198) (231)
------- ------- -------- -------
Comprehensive income $ 3,751 $ 4,171 $ 7,356 $ 9,058
======= ======= ======== =======
5. Goodwill and Other Intangible Assets
Goodwill
The changes in the net carrying amount of goodwill for the six months ended June
30, 2005 consist of the following:
Industrial
Data Automation/
Capture and Optical
Collection Systems Total
--------- ---------- ---------
Balance as of January 1, 2005 $ 13,929 $ 10,678 $ 24,607
Purchase of minority interest in
subsidiaries 921 - 921
Currency translation adjustments (1,165) - (1,165)
--------- --------- ---------
Balance as of June 30, 2005 $ 13,685 $ 10,678 $ 24,363
========= ========= =========
Other Intangibles
The Company had identifiable intangible assets with a net book value of
approximately $17,800 and $18,900 as of June 30, 2005 and December 31, 2004,
respectively.
The following table reflects the components of identifiable intangible assets:
June 30, 2005 December 31, 2004
--------------------- ----------------------
Amortizable Gross Gross
Life Carrying Accumulated Carrying Accumulated
(years) Amount Amortization Amount Amortization
----------- --------------------- ----------------------
Computer software 5 11,920 (1,778) 11,810 (589)
Patents and Trademarks 17 8,725 (2,643) 8,197 (2,400)
Holographic Technology 10 1,082 (1,004) 1,082 (946)
Advance license fee 17 2,000 (1,000) 2,000 (941)
Covenants not to compete 3 700 (175) 700 (58)
------ ------ ------ ------
Total 24,427 (6,600) 23,789 (4,934)
====== ====== ====== ======
<page>
The Company has determined that the lives previously assigned to these
finite-lived assets are still appropriate and has recorded $1,666 and $329 of
amortization expense for the six months ended June 30, 2005 and 2004,
respectively.
6. Business Segment Information
The Company generates its revenue from the sale of laser bar code scanners
primarily to distributors, value-added resellers, original equipment
manufacturers and directly to end users, in locations throughout the world. No
individual customer accounted for 10% or more of revenues in the three-month and
six-month periods ended June 30, 2005 or 2004.
The Company manages its business on a business segment basis dividing the
business into two major segments: Data Capture and Collection and Industrial
Automation/Optical Systems. As a result of the expansion of our product line,
service offerings and geographic reach, our addressable markets and the customer
base have grown. Examples include increased sales of our handheld mobile
computer, emerging wireless applications and the introduction of handheld
imaging products. Accordingly, in December 2004, we adopted the segment title
"Data Capture and Collection" to more accurately reflect the suite of products
and services offered within the segment historically entitled "POS/OEM". The
phrase Data Capture is fairly ubiquitous within our industry. We believe this
modification better represents the Company's offerings to its customers and
shareholders and better positions us to grow in accordance with our strategic
plan.
In December 2004 we also renamed our historical "Industrial/Optical Systems"
segment to "Industrial Automation/Optical Systems" to better reflect the
products and services we offer to our customer base in our industrial markets.
Additionally, we believe there is benefit to differentiating the more complex
systems sold into this market from certain of our Data Capture and Collection
products that may be sold to similar customers via our worldwide distribution
channels.
Operating data for the three-month and six-month periods ended June 30, 2005 and
2004 were as follows:
Three Months Ended Six Months Ended
June 30, June 30,
2005 2004 2005 2004
---- ---- ---- ----
Business segment net sales:
Data Capture and Collection $ 39,128 32,084 75,656 63,189
Industrial Automation/Optical
Systems 9,476 8,906 19,799 17,501
---------------------------------------
Total 48,604 40,990 95,455 80,690
---------------------------------------
Business segment gross profit:
Data Capture and Collection $ 19,095 15,692 36,358 32,436
Industrial Automation/Optical
Systems 2,465 2,549 5,320 5,456
---------------------------------------
Total 21,560 18,241 41,678 37,892
---------------------------------------
Business segment operating income:
Data Capture and Collection $ 6,932 6,276 12,829 13,516
Industrial Automation/Optical
Systems 271 742 1,145 2,056
---------------------------------------
Total 7,203 7,018 13,974 15,572
---------------------------------------
Total other income (expenses) $ 67 (275) (608) (590)
---------------------------------------
Income before provision for
income taxes $ 7,270 6,743 13,366 14,982
---------------------------------------
<page>
7. Acquisitions
Omniplanar, Inc.
On September 24, 2004, the Company acquired 100% of the common stock of
Omniplanar, Inc. ("Omniplanar"), an imaging software company, for $12,851, at
present value, including acquisition costs and assumed liabilities. The Company
paid $9,050 at closing and $650 in March 2005. The Company will pay an
additional $1,300 in September 2005 and $1,950 in March 2006. Omniplanar
supplies a complete package of bar code reading software for 2D imaging for
fixed position, conveyor belt and hand held readers which can be optimized for
specific hardware applications. The acquisition of Omniplanar represents a
significant addition to the Company's technology portfolio. The Company has
licensed the SwiftDecoder software since the year 2000 for use in its iQ(R) line
of industrial vision-based products. The Company is currently making use of this
software's unique decoding ability in other products as well. The assets
acquired have been recorded at their estimated fair values. The consolidated
statement of operations includes the results of Omniplanar for the six months
ended June 30, 2005. The results of operations for Omniplanar have been included
in the Industrial Automation/Optical Systems business segment. The pro forma
results of operations have not been provided because the effects were not
material.
In connection with the acquisition, the Company allocated $12,620 to
identifiable intangible assets comprising $11,920 of computer software which is
being amortized over 5 years and $700 to a non-compete agreement which is being
amortized over 3 years.
The following table summarizes the allocation of the purchase price of assets
recorded at the date of acquisition.
Assets:
Cash and cash equivalents $ 5
Accounts receivable 455
Deferred income taxes 555
Identifiable intangible assets 12,620
----------
Total assets acquired 13,635
----------
Liabilities:
Accrued expenses 88
Deferred contract revenue 141
Deferred income taxes 555
----------
Total liabilities assumed 784
----------
Total purchase price $ 12,851
==========
The Company accounted for this acquisition under the purchase method of
accounting.
Metrologic do Brasil
On February 4, 2003, the Company paid cash of $71 and signed three promissory
notes with a total discounted value of $204 for the remaining 49% interest in
Metrologic do Brasil. During the six months ended June 30, 2005, the Company
paid the second promissory note in the amount of $75 with the remaining
promissory note payable on February 4, 2006.
The Company accounted for this acquisition under the purchase method of
accounting. The total purchase price and costs in excess of assets acquired
(goodwill) was $275.
Metrologic Eria Iberica ("MEI")
On August 5, 2003, the Company entered into an agreement to purchase the
remaining 49% interest in MEI in twelve quarterly installments over a three year
period which commenced August 5, 2003 and ends April 3, 2006. As of June 30,
2005, the Company had purchased an additional 33.8%, of which 3.9% was purchased
during the second quarter of 2005 for approximately 500 euros, or $600 at the
exchange rate on June 30, 2005.
Metrologic Eria France ("MEF")
On March 19, 2004, the Company entered into an agreement to purchase the
remaining 49% minority interest of MEF for a purchase price of 3,600 euros, or
$4,300 at the exchange rate on March 31, 2004. As of March 31, 2004, the Company
owned 100% of MEF.
<page>
8. Recently Issued Accounting Standards
In November 2004, the FASB issued Statement No. 151, "Inventory Costs, an
amendment of ARB No. 43, Chapter 4" ("SFAS No. 151"). SFAS No. 151 amends the
guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the
accounting for abnormal amounts of idle facility expense, handling costs and
wasted material (spoilage). Among other provisions, the new rule requires that
such items be recognized as current-period charges, regardless of whether they
meet the criterion of "so abnormal" as stated in ARB 43. SFAS No. 151 is
effective for fiscal years beginning after June 15, 2005. The Company does not
expect the adoption of this statement to have a material effect on its
consolidated financial position, consolidated results of operations or
liquidity.
In December 2004, the FASB issued FASB Staff Position No. FAS 109-2 ("FSP No.
109-2"), "Accounting and Disclosure Guidance for the Foreign Earnings
Repatriation Provisions within the American Jobs Creation Act of 2004" (the
"Jobs Act"). FSP No. 109-2 provides guidance with respect to reporting the
potential impact of the repatriation provisions of the Jobs Act on an
enterprise's income tax expense and deferred tax liability. The Jobs Act was
enacted on October 22, 2004, and provides for a temporary 85% dividends received
deduction on certain foreign earnings repatriated during a one-year period. The
deduction would result in an approximate 5.25% federal tax rate on the
repatriated earnings. To qualify for the deduction, the earnings must be
reinvested in the United States pursuant to a domestic reinvestment plan
established by a company's chief executive officer and approved by a company's
board of directors. Certain other criteria in the Jobs Act must be satisfied as
well.
In December 2004, the FASB issued FASB Staff Position No. SFAS 109-1 ("FSP No.
109-1"), "Application of FASB Statement No.109, Accounting for Income Taxes, to
the Tax Deduction on Qualified Production Activities Provided by the American
Jobs Creation Act of 2004". FSP 109-1 provides guidance on applying the
deduction for income from qualified domestic production activities. The
deduction will be phased in from 2005 through 2010. The Act also provides for a
two-year phase out of the existing extra-territorial income exclusion ("ETI")
for foreign sales. The deduction will be treated as a "special deduction" as
described in FASB Statement No. 109. As such, the special deduction has no
effect on deferred tax assets and liabilities existing at the enactment date.
Rather, the impact of this deduction will be reported in the period in which the
deduction is claimed on our tax return. We do not expect the net effect of the
phase out of the ETI and the phase in of this new deduction to result in a
material change in our effective tax rate for fiscal years 2005 and 2006, based
on current earnings levels. The Company is in the process of finalizing a study
of the potential repatriation and reinvestment opportunities based on clarifying
language issued by the tax authorities in the second quarter of 2005. The
Company expects to complete its study during the second half of 2005.
Accordingly, as provided for in FSP 109-2, the Company has not adjusted our tax
expense or deferred tax liability to reflect the repatriation provisions of the
Jobs Act.
In December 2004, the FASB issued Statement No. 123 (revised 2004), "Share-Based
Payment" ("SFAS No. 123R"), which replaces SFAS No. 123 and supersedes APB
Opinion No. 25, "Accounting for Stock Issued to Employees." This Statement
requires all share-based payments to employees, including grants of employee
stock options, to be recognized in the financial statements based on their fair
values. The pro forma disclosures previously permitted under SFAS No. 123 no
longer will be an alternative to financial statement recognition. In accordance
with a Securities and Exchange Commission Rule issued in April 2005, companies
will be allowed to implement SFAS No. 123R as of the beginning of the first
fiscal year beginning after June 15, 2005. The Company currently expects that it
will adopt the provisions of SFAS No. 123R on January 1, 2006. Under SFAS No.
123R, the Company must determine the appropriate fair value model to be used for
valuing share-based payments, the amortization method for compensation cost and
the transition method to be used at date of adoption. The permitted transition
methods include either retrospective or prospective adoption. Under the
retrospective option, prior periods may be restated either as of the beginning
of the year of adoption or for all periods presented. The prospective method
requires that compensation expense be recorded for all unvested stock options at
the beginning of the first quarter of adoption of SFAS No. 123R, while the
retrospective methods would record compensation expense for all unvested stock
options beginning with the first period presented. The Company is currently
evaluating the requirements of SFAS No. 123R and expects that the adoption of
SFAS No. 123R will have a material impact on its consolidated financial
position, consolidated results of operations and earnings per share. The Company
has not yet determined the method of adoption or effect of adopting SFAS No.
123R and has not determined whether the adoption will result in amounts that are
similar to the current pro forma disclosures under SFAS No. 123. See Note 2 of
the Notes to Consolidated Financial Statements.
<page>
In December 2004, the FASB issued Statement No. 153, "Exchanges of Nonmonetary
Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary
Transactions" ("SFAS No. 153"). SFAS No. 153 eliminates the exception from fair
value measurement for nonmonetary exchanges of similar productive assets in
paragraph 21 (b) of APB Opinion No. 29, "Accounting for Nonmonetary
Transactions," and replaces it with an exception for exchanges that do not have
commercial substance. SFAS No. 153 specifies that a nonmonetary exchange has
commercial substance if the future cash flows of the entity are expected to
change significantly as a result of the exchange. SFAS No. 153 is effective for
periods beginning after June 15, 2005. The Company does not expect the adoption
of this statement to have a material effect on its consolidated financial
position, consolidated results of operations or liquidity.
In March 2005, the FASB issued Interpretation No. 47, "Accounting for
Conditional Asset Retirement Obligations--an interpretation of FASB Statement
No. 143". This Interpretation clarifies that the term conditional asset
retirement obligation as used in SFAS No. 143, "Accounting for Asset Retirement
Obligations," refers to a legal obligation to perform an asset retirement
activity in which the timing and (or) method of settlement are conditional on a
future event that may or may not be within the control of the entity. The
obligation to perform the asset retirement activity is unconditional even though
uncertainty exists about the timing and (or) method of settlement. Thus, the
timing and (or) method of settlement may be conditional on a future event.
Accordingly, an entity is required to recognize a liability for the fair value
of a conditional asset retirement obligation if the fair value of the liability
can be reasonably estimated. This Interpretation also clarifies when an entity
would have sufficient information to reasonably estimate the fair value of an
asset retirement obligation. This Interpretation is effective no later than the
end of fiscal years ending after December 15, 2005 (December 31, 2005, for
calendar-year enterprises). The Company is evaluating the Interpretation and
does not currently expect its adoption to materially impact its consolidated
financial position, consolidated results of operations or liquidity.
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections" ("SFAS No. 154") which replaces Accounting Principles Board
Opinions No. 20, "Accounting Changes," and SFAS No. 3, "Reporting Accounting
Changes in Interim Financial Statements-An Amendment of APB Opinion No. 28."
SFAS No. 154 provides guidance on the accounting for and reporting of accounting
changes and error corrections. It establishes retrospective application, unless
impracticable, as the required method for reporting a change in accounting
principle and the reporting of a correction of an error. SFAS No. 154 is
effective for accounting changes and corrections of errors made in fiscal years
beginning after December 15, 2005. The Company does not expect the adoption of
this statement to have a material effect on its consolidated financial position,
consolidated results of operations or liquidity.
9. Legal Matters
Symbol Technologies, Inc. v. Metrologic
On May 3, 2002, we were served with a lawsuit that was filed on April 12, 2002
by Symbol Technologies, Inc., in the U.S. District Court for the Eastern
District of New York alleging that we were in breach of the terms of the License
Agreement between us and Symbol (the "Symbol Agreement"). The Complaint sought a
declaratory judgment from the Court that we were in breach of the Symbol
Agreement. On March 31, 2003, the Court entered its decision on the parties'
respective motions for summary judgment, and finding in our favor, the Court
dismissed certain counts of Symbol's complaint. On April 9, 2003, Symbol
voluntarily dismissed the remaining counts of the complaint. Symbol filed its
Notice of Appeal with the U.S. Court of Appeals for the Second Circuit on May 7,
2003. On December 23, 2003, the Court of Appeals dismissed Symbol's appeal in
this matter. In the interim, Symbol decided to proceed with the arbitration for
which the Company had filed a Demand in June 2002, which had been stayed pending
the decision by the lower court. On June 26, 2003, Symbol filed an Amended
Answer and Counterclaims asserting that (a) eleven of Metrologic's products are
royalty bearing products, as defined under the Symbol Agreement, and (b) in the
alternative, those products infringe upon one or more of Symbol's patents. In
February 2005, the arbitrator entered an interim award, finding that eight of
the products are not royalty bearing products under the Symbol Agreement but
that three of the products are royalty bearing products. On March 23, 2005 the
arbitrator reopened the hearing with regard to certain portions of his earlier
decision. In May 2005, the arbitrator issued a ruling confirming his earlier
ruling.
On June 30, 2005 the parties had a hearing in front of the arbitrator with
regard to determining the amount of any past royalties owed and the parties are
now awaiting a decision. However, to date, no final award of damages against the
Company has been granted in this matter. Symbol has made a request for a damage
award in excess of $10,000. The Company believes that Symbol's claims for
damages in this amount are wholly without merit and intends to vigorously defend
against it; however, if Symbol were to receive a final award in excess of
$10,000 and such an award were not reversed on appeal it would have a material
adverse impact on the Company.
Metrologic v. Symbol Technologies, Inc.
On May 17, 2005, the Company filed suit against Symbol Technologies, Inc. in the
United States District Court in the District of New Jersey for breach of
contract for failure to pay royalties in accordance with the terms of the Symbol
Agreement between the parties. This case is in its early stages.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Forward Looking Statements; Certain Cautionary Language
Written and oral statements provided by us from time to time may contain certain
forward looking information, as that term is defined in the Private Securities
Litigation Reform Act of 1995 (the "Act") and in releases made by the Securities
and Exchange Commission ("SEC"). The cautionary statements which follow are
being made pursuant to the provisions of the Act and with the intention of
obtaining the benefits of the "safe harbor" provisions of the Act. While we
believe that the assumptions underlying such forward looking information are
reasonable based on present conditions, forward looking statements made by us
involve risks and uncertainties and are not guarantees of future performance.
Actual results may differ materially from those in our written or oral forward
looking statements as a result of various factors, including, but not limited
to, the following: (i) difficulties or delays in the development, production,
testing and marketing of products, including, but not limited to, a failure to
ship new products when anticipated, failure of customers to accept these
products when planned, any defects in products or a failure of manufacturing
efficiencies to develop as planned; (ii) continued or increased competitive
pressure which could result in reduced selling prices of products or increased
sales and marketing promotion costs; (iii) reliance on third party resellers,
distributors and OEMs which subject us to business failure risks of such
parties, credit and collections exposure, and other business concentration
risks; (iv) the future health of the United States and international economies
and other economic factors that directly or indirectly affect the demand for our
products; (v) foreign currency exchange rate fluctuations between the U.S.
dollar and other major currencies including, but not limited to, the euro,
Singapore dollar, Brazilian real, Chinese renminbi and British pound affecting
our results of operations; (vi) changes from the expected gross margin
percentage due to a number of factors including customer and product mix; (vii)
the effects of and changes in trade, monetary and fiscal policies, laws,
regulations and other activities of government, agencies and similar
organizations, including, but not limited to trade restrictions or prohibitions,
inflation, monetary fluctuations, import and other charges or taxes,
nationalizations and unstable governments; (viii) continued or prolonged
capacity constraints that may hinder our ability to deliver ordered products to
customers; (ix) a prolonged disruption of scheduled deliveries from suppliers
when alternative sources of supply are not available to satisfy our requirements
for raw material and components; (x) technological changes in the data capture
industry, including the adoption of vision-based technologies and RFID; (xi) the
costs and potential outcomes of legal proceedings or assertions by or against us
relating to intellectual property rights and licenses; (xii) our ability to
successfully defend against challenges to our patents and our ability to develop
products which avoid infringement of third parties' patents; (xiii) occurrences
affecting the slope or speed of decline of the life cycle of our products, or
affecting our ability to reduce product and other costs and to increase
productivity; and (xiv) the potential impact of terrorism, international
hostilities and possible natural disasters.
All forward-looking statements included herein are based upon information
presently available, and we assume no obligation to update any forward-looking
statements.
General
The following discussion of our results of operations and liquidity and capital
resources should be read in conjunction with our Condensed Consolidated
Financial Statements and the related Notes thereto appearing elsewhere in this
Quarterly Report on Form 10-Q and the Consolidated Financial Statements and the
Notes to Consolidated Financial Statements for the year ended December 31, 2004
contained in our Annual Report on Form 10-K for the year ended December 31,
2004. The Condensed Consolidated Financial Statements for the three and six
months ended June 30, 2005 and 2004 are unaudited.
Metrologic Instruments, Inc. and its subsidiaries (collectively, "we", "us",
"our" or the "Company") are experts in optical image capture and processing
solutions. We utilize our expertise to design, manufacture and market
sophisticated imaging and scanning solutions serving a variety of point-of-sale,
commercial and industrial applications. Our solutions utilize a broad array of
laser, holographic and vision-based technologies designed to provide superior
functionality and a compelling value proposition for our customers.
Executive Overview
We are experts in optical image capture and processing solutions. In recent
years, we have increased sales, cash flow from operations and net income
primarily through the introduction of new products, penetration into new markets
and a focus on cost reduction activities to maintain a competitive advantage.
Success factors critical to our business include sales growth through continued
penetration within our existing markets by new product introductions and
expanded sales efforts, entering into new markets, maintaining a highly
responsive and cost efficient infrastructure, achieving the financial
flexibility to ensure that we can respond to new market opportunities in order
to return value to our shareholders, and selectively pursuing strategic
acquisitions.
<page>
In order to continue our penetration into new and existing markets, our strategy
involves expanding our sales channels and expanding our product development
activities. We have increased our direct sales efforts to further penetrate some
of the largest retailers in the United States as well as focusing on the early
adoption of bar coding technology in the healthcare industry. During fiscal 2004
and the first half of 2005, we continued to see increased orders with key retail
accounts which contributed to our quarter over quarter sales growth. Another key
factor in achieving this sales growth is expanding our geographic reach by
capitalizing on our presence throughout Asia and emerging markets in Central
and Eastern Europe. We believe these geographic areas will continue to be an
opportunity for continued growth, as evidenced by our investment in the
expansion of our Suzhou manufacturing facility which was completed in the third
quarter of 2004 as well as the opening of new sales offices in these
territories. During the first half of 2005, we added an office in Indonesia,
Taiwan, Korea and a fifth sales office in China. Our plans are to open
additional offices in the Asia/Pacific region throughout the remainder of
2005. In addition, we continue to invest in developing new and improved products
to meet the changing needs of our existing customers. We are continuing to focus
on executing our core strategy of leveraging our engineering expertise to
produce new bar code scanners and industrial automation products that will allow
us to penetrate markets that we have not previously served and gain market share
in our existing markets. Furthermore, we currently have several promising new
products in the pipeline. We continue to believe sales for 2005 and beyond will
be positively affected as these new products either begin to ship or ship in
larger quantities.
To maintain a highly responsive and cost efficient infrastructure, our focus is
to maximize the efficiency of our organization through process improvements and
cost containment. We continue to focus on our strategy for margin expansion
through specific engineering initiatives to reduce product and manufacturing
costs. In addition, the expansion of our manufacturing facility in Suzhou, China
nearly doubled the size of the existing China operations and more importantly,
is providing cost efficiencies through lower direct labor costs as we continue
to produce more of our products in this facility. During fiscal 2004
approximately 65.2% of our Data Capture and Collection products were
manufactured in our Suzhou, China manufacturing facility.
Closely linked to the success factors discussed above is our continued focus to
achieve financial flexibility. As of June 30, 2005, we had cash and cash
equivalents of approximately $73.3 million. Furthermore, we had total debt of
approximately $20.0 million as of June 30, 2005. We believe that our current
cash and working capital positions and expected operating cash flows will be
sufficient to fund our working capital, planned capital expenditures and debt
repayment requirements for the foreseeable future.
In addition to our internal development and organic growth, we may selectively
pursue strategic acquisitions that we believe will broaden or complement our
current technology base and allow us to serve additional end users and the
evolving needs of our existing customers. During September 2004, we acquired
100% of the common stock of Omniplanar, Inc. ("Omniplanar"), an imaging software
company for approximately $13.0 million. Omniplanar supplies a complete package
of bar code reading software for 2D imaging for fixed position, conveyor belt
and hand held readers which can be optimized for specific hardware applications.
Our acquisition of Omniplanar broadened and strengthened our portfolio of
decoding software to include robust omnidirectional decoding of linear, matrix
and postal bar code images. Metrologic had licensed from Omniplanar the
SwiftDecoder software since the year 2000 for use in our iQ(R) line of
industrial vision-based products. We also make use of the software in other
products as well. By acquiring this 2D imaging technology, we have been able to
reduce our licensing costs for our current and future imaging-based products.
Results of Operations
Our business is divided into two major segments: Data Capture and Collection,
and Industrial Automation and Optical Systems. Bar code scanners are typically
either handheld scanners or fixed projection scanners. Handheld bar code
scanners are principally suited for retail point-of-sale, document processing,
library, healthcare and inventory applications. Fixed projection scanners, which
can be mounted on or in a counter, are principally suited for supermarkets,
convenience stores, mass merchandisers, health clubs and specialty retailers.
Industrial automation products are comprised of fixed position systems that are
either laser- or vision-based. These systems range from simple, one-scanner
solutions to complex, integrated systems incorporating multi-scanner, image
capture and dimensioning technologies. Optical Systems are comprised of advanced
electro-optical systems including wavefront sensors, adaptive optics systems and
custom instrumentation.
The following table sets forth certain information regarding our revenues by our
two business segments for the periods indicated.
<page>
Three Months Ended Six Months Ended
June 30, June 30,
2005 2004 2005 2004
---- ---- ---- ----
(in thousdands) (in thousands)
Data Capture and Collection $ 39,128 $ 32,084 75,656 63,189
Industrial Automation/Optical
Systems
Industrial Automation 3,461 3,620 8,015 8,829
Optical Systems 6,015 5,286 11,784 8,672
-------- -------- ------- --------
Total Industrial Automation/
Optical Systems 9,476 8,906 19,799 17,501
-------- -------- ------- --------
Total Company $ 48,604 $ 40,990 $ 95,455 $ 80,690
======== ======== ======= ========
Most of our product sales in Western Europe, Brazil and Asia are billed in
foreign currencies and are subject to currency exchange rate fluctuations. For
the three and six months months ended June 30, 2005, sales and gross profit were
favorably affected by the continuing decline in the value of the U.S. dollar in
relation to certain foreign currencies, especially the euro, when compared to
the comparable period in 2004.
The following table sets forth certain information as to our sales by geographic
location:
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------- ----------------------------
2005 % 2004 % 2005 % 2004 %
---- ---- ---- ----
($ in Thousands)
The Americas 23,149 47.6% 19,424 47.4% 45,766 47.9% 38,724 48.0%
EMEA 19,387 39.9% 16,385 40.0% 38,253 40.1% 33,345 41.3%
Asia/Pacific 6,068 12.5% 5,181 12.6% 11,436 12.0% 8,621 10.7%
------------- ------------- ------------- -------------
Total $48,604 100.0% $40,990 100.0% $95,455 100.0% $80,690 100.0%
============= ============= ============= =============
Three Months Ended June 30, 2005 Compared with Three Months Ended June 30, 2004
Sales increased 18.6% to $48.6 million in the three months ended June 30, 2005
from $41.0 million in the three months ended June 30, 2004. Sales of our data
capture and collection products increased by 22.0%, sales of industrial
automation products decreased by 4.4% and sales of optical systems increased by
13.8%. Approximately $1.0 million of the increase in the data capture and
collection sales resulted from the strengthening of the euro against the U.S.
dollar. Data capture and collection sales increased approximately $8.9 million
due to increased unit sales of handheld and in-counter scanners, including new
product offerings. These factors were partially offset by a decrease of
approximately $2.8 million resulting from lower average selling prices and
increased promotional programs due to competitive pricing pressures experienced
in the retail sector, primarily in the United States and Europe.
The decrease in industrial automation products sales is attributable to a
contract with a major airline customer for bar code scanning equipment and
installation services in the second quarter of 2004 with no comparable amount in
the second quarter of 2005 in addition to the loss of certain projects for which
we had been working on. Our Industrial Automation business has exhibited a
greater degree of volatility than our data capture and collection business due
to the timing and size of related contracts in this business. The increase in
optical systems sales in the second quarter of 2005 reflects an increase in
customer funded research and development programs and the execution of contract
backlog accumulated over the past few quarters.
Sales to "The Americas" region increased $3.7 million, or 19.2%, in the three
months ended June 30, 2005 when compared to the comparable period in 2004. This
increase is primarily attributed to ongoing penetration into new vertical
markets and Tier 1 retailers, higher demand in our South America markets, and
consistent growth with our key distributors. EMEA sales increased $3.0 million,
or 18.3% in the three months ended June 30, 2005 when compared to the same
period a year ago despite weaker market conditions. The increase in EMEA sales
is attributable to increased unit volume and the strengthening of the euro
against the U.S. dollar, offset by lower average selling prices. The increased
unit volume, in part, reflects penetration into Tier 1 retailers. Asia/Pacific
sales increased $0.9 million, or 17.1% in the three months ended June 30, 2005
when compared with the comparable period in 2004. We continue to experience
sizable growth in this region as a result of continued penetration into both new
and existing key markets. During the second quarter of 2005 we added an office
in Korea and Taiwan, partly contributing to the sales growth in this region. No
individual customer accounted for 10.0% or more of sales in the three months
ended June 30, 2005 or 2004.
<page>
Cost of sales increased to $27.0 million in the three months ended June 30, 2005
from $22.7 million in the three months ended June 30, 2004. As a percentage of
sales, cost of sales increased slightly to 55.6% in 2005 from 55.5% in 2004. The
increase in the percentage of cost of sales can be primarily attributed to the
following key factors:
o Increase in the contribution of our Optical Systems revenues to
the total revenues.
o Aggressive pricing on direct sales to Tier I retailers in the
United States and EMEA.
o Higher overhead costs, including higher freight costs to ensure
timely delivery of products to our international locations.
The factors mentioned above were partially offset by the following key
factors:
o The strengthening of the euro against the U.S. dollar, as
discussed above, net of the effect of decreases in average
selling prices.
o More favorable product mix in 2005 within our data capture and
collection business segment.
o A decrease in direct labor and manufacturing costs as a percent
of sales as a result of increased unit production in our Suzhou,
China facility.
o A decrease in direct material costs as a percent of sales
resulting from product redesigns and our engineering efforts to
reduce bill of material costs.
Selling, general and administrative ("SG&A") expenses increased 33.4% to $12.1
million in the three months ended June 30, 2005 from $9.1 million for the three
months ended June 30, 2004. As a percentage of sales, SG&A expenses increased
from 22.2% of sales in the three months ended June 30, 2004 to 25.0% of sales in
the corresponding period in 2005. The increase in SG&A expenses was due to
increased variable selling expenses associated with the higher sales volume in
2005, the strengthening of the euro against the U.S. dollar on euro denominated
expenses, increased legal fees associated with ongoing litigation matters, and
an increase in personnel costs resulting from our increase in infrastructure
needed to support the increased sales volume during 2005 and beyond.
R&D expenses increased 4.4% to $2.2 million in the three months ended June 30,
2005 from $2.1 million in the corresponding period in 2004; however, as a
percent of sales, R&D expenses decreased to 4.6% of sales from 5.2% of sales.
The decrease in R&D expenses as a percent of sales can be attributed to more
engineers working specifically on customer funded research programs during 2005
and higher sales volume in 2005. Costs of the engineers working on such programs
are charged to costs of sales for the time spent on the programs.
Net interest income/expense reflects net interest income of $0.1 million for the
three months ended June 30, 2005 compared with net interest income of $0.02
million for the comparable period in 2004. The increase can be attributed to
higher interest income due to higher cash and cash equivalent balances,
partially offset by higher interest expense and related borrowings outstanding
under our European credit facilities in 2005.
Other income/expense reflects net other expense of $0.05 million for the three
months ended June 30, 2005 compared with net other expense of $0.3 million for
the comparable period in 2004. The change can be attributed to higher foreign
exchange losses in 2004 when compared with the comparable period in 2005 as a
result of volatility in the euro exchange rate and a reduction in the net
exposure amount of transactions subject to foreign currency translation.
Net income was $4.7 million, or $0.20 per diluted share for the three months
ended June 30, 2005 compared with net income of $4.1 million or $0.18 per
diluted share in 2004. Net income reflects a 36% effective tax rate for 2005 as
compared with an effective tax rate of 38% in 2004.
Six Months Ended June 30, 2005 Compared with Six Months Ended June 30, 2004
Sales increased 18.3% to $95.5 million in the six months ended June 30, 2005
from $80.7 million in the six months ended June 30, 2004. Sales of our data
capture and collection products increased by 19.7%, sales of industrial
automation products decreased by 9.2% and sales of optical systems increased by
35.9%. Approximately $1.9 million of the increase in the data capture and
collection sales resulted from the strengthening of the euro against the U.S.
dollar. Data capture and collection sales increased approximately $15.2 million
due to increased unit sales of handheld and in-counter scanners, including new
product offerings. These factors were partially offset by a decrease of
approximately $4.6 million resulting from lower average selling prices and
increased promotional programs due to competitive pricing pressures experienced
in the retail sector, primarily in the United States and Europe.
<page>
The decrease in industrial automation products sales is attributable to a
contract with a major airline customer for bar code scanning equipment and
installation services in the six months ended June 30, 2004 with no comparable
amount in 2005 in addition to the loss of certain projects for which we had been
working on. Our Industrial Automation business has exhibited a greater degree of
volatility than our data capture and collection business due to the timing and
size of related contracts in this business. The increase in optical systems
sales in 2005 reflects an increase in customer funded research and development
programs and the execution of contract backlog accumulated over the recent
quarters.
Sales to "The Americas" region increased $7.0 million, or 18.2%, in 2005 when
compared to the comparable period in 2004. This increase is primarily attributed
to ongoing penetration into new vertical markets and Tier 1 retailers, higher
demand in our South America markets, and consistent growth with our key
distributors. EMEA sales increased $4.9 million, or 14.7% in 2005 when compared
to the same period a year ago despite weaker market conditions. The increase in
EMEA sales is attributable to increased unit volume and the strengthening of the
euro against the U.S. dollar, offset by lower average selling prices. The
increased unit volume, in part, reflects penetration into Tier 1 retailers.
Asia/Pacific sales increased $2.8 million, or 32.7%, in 2005 when compared with
the comparable period in 2004. We continue to experience sizable growth in this
region as a result of continued penetration into both new and existing key
markets. During the first half of 2005 we added offices in Indonesia, Korea,
Taiwan and a fifth sales office in China, partly contributing the sales growth
in this region. No individual customer accounted for 10.0% or more of sales in
the six months ended June 30, 2005 or 2004.
Cost of sales increased to $53.8 million in the six months ended June 30, 2005
from $42.8 million in the six months ended June 30, 2004. As a percentage of
sales, cost of sales increased to 56.3% in 2005 from 53.0% in 2004. The increase
in the percentage of cost of sales can be primarily attributed to the following
key factors:
o Increase in the contribution of our Optical Systems revenues to
the total revenues.
o Completion of certain lower fixed price contracts in the six
months ended June 30, 2005 within our Industrial Automation
business, as well as an unsustainable mix attributed to a
contract with a major airline customer that resulted in a
favorable impact for the six months ended June 30, 2004 when
compared to the same period in 2005.
o Aggressive pricing on direct sales to Tier 1 retailers in the
United States and EMEA.
o Less favorable product mix in the first half of 2005 within our
data capture and collection business segment from increased
sales of certain non-Metrologic manufactured products that have
lower margins.
o Higher overhead costs, including higher freight costs to ensure
timely delivery of products to our international locations and
incremental costs associated with the reorganization of our
warehousing operations in EMEA.
The factors mentioned above were partially offset by the following key
factors:
o The strengthening of the euro against the U.S. dollar, as
discussed above, net of the effect of decreases in average
selling prices.
o A decrease in direct labor and manufacturing costs as a percent
of sales as a result of increased unit production in our Suzhou,
China facility.
o A decrease in direct material costs as a percent of sales
resulting from product redesigns and our engineering efforts to
reduce bill of material costs.
Selling, general and administrative ("SG&A") expenses increased 27.4% to $23.5
million in the six months ended June 30, 2005 from $18.5 million for the six
months ended June 30, 2004. As a percentage of sales, SG&A expenses increased
from 22.9% of sales in the six months ended June 30, 2004 to 24.7% of sales in
the corresponding period in 2005. The increase in SG&A expenses was due to
increased variable selling expenses associated with the higher sales volume in
2005, the strengthening of the euro against the U.S. dollar on euro denominated
expenses, increased legal fees associated with ongoing litigation matters, and
an increase in personnel costs resulting from our increase in infrastructure
needed to support the increased sales volume during 2005 and beyond.
R&D expenses increased 8.4% to $4.2 million in the six months ended June 30,
2005 from $3.8 million in the corresponding period in 2004; however, as a
percent of sales, R&D expenses decreased to 4.4% of sales from 4.8% of sales.
The decrease in R&D expenses as a percent of sales can be attributed to more
engineers working specifically on customer funded research programs during 2005
and higher sales volume in 2005. Costs of the engineers working on such programs
are charged to costs of sales for the time spent on the programs.
<page>
Net interest income/expense reflects net interest income of $0.1 million for the
six months ended June 30, 2005 compared with net interest income of $0.04
million for the comparable period in 2004. The increase can be attributed to
higher interest income due to higher cash and cash equivalent balances,
partially offset by higher interest expense and related borrowings outstanding
under our European credit facilities in 2005.
Other income/expense reflects net other expense of $0.7 million for the six
months ended June 30, 2005 compared with net other expense of $0.6 million for
the comparable period in 2004. The change can be attributed to higher foreign
exchange losses in 2005 when compared with the comparable period in 2004.
Net income was $8.6 million, or $0.37 per diluted share for the six months ended
June 30, 2005 compared with net income of $9.3 million or $0.40 per diluted
share in 2004. Net income reflects a 36% effective tax rate for 2005 as compared
with an effective tax rate of 38% in 2004.
Inflation and Seasonality
Inflation and seasonality have not had a material impact on our results of
operations. However, our sales are typically impacted by decreases in seasonal
demand from European customers in our third quarter. In addition, our first
quarter is also impacted by factors, such as: (i) the establishment of new
customer budgets, (ii) the expiration of legislative calendar-year programs and
(iii) start-up investment of pilot efforts.
Liquidity and Capital Resources
Operating activities
Net cash provided from operations was $7.1 million and $10.0 million for the
six-month periods ended June 30, 2005 and 2004, respectively. Net cash provided
by operating activities for the six months ended June 30, 2005 can be attributed
primarily to net income of $8.6 million and depreciation and amortization of
approximately $3.4 million, offset by a decrease in accounts payable and an
increase in accounts receivable.
Our working capital increased $7.3 million or 8.8% to $90.6 million as of June
30, 2005 from $83.3 million as of December 31, 2004. The key component of the
increase in working capital was an increase in accounts receivable of $3.0
million as a result of sales concentrations at the end of the quarter, and an
increase in our current portion of debt of $3.7 million due to increased
borrowings by our foreign subsidiaries and the transfer from long-term debt of
the Omniplanar scheduled note payment due in March 2006 (See "Outstanding debt
and financing arrangements" below).
Investing activities
Cash used in investing activities was $3.8 million for the six months ended June
30, 2005 as compared to $7.8 million for the comparable period in 2004. The
decrease in cash used in investing activities is primarily due to (i) a decrease
in purchases of minority interest subsidiaries of $4.3 million this year, as
compared to the prior year (See "Acquisition of Minority Interests" below for
additional information), offset by (ii) an increase in cash used for property,
plant and equipment purchases of $0.3 million primarily for manufacturing
expansion related investments, as well as manufacturing automation and
information technology related equipment.
Financing activities
Cash provided by financing activities was $4.5 million for the six months ended
June 30, 2005 as compared to $1.2 million for the comparable period in 2004.
Cash provided by financing activities for the six months ended June 30, 2005
consists primarily of (i) $1.2 million of proceeds from the exercise of stock
options and employee stock purchase plan and (ii) net borrowings on outstanding
lines of credit of $3.7 million, offset by (iii) net principal payments of $0.4
million on outstanding notes payable.
Outstanding debt and financing arrangements
In connection with the acquisition of Omniplanar, the Purchase Agreement set
forth a schedule of payments over 18 months. We paid $9,050 at closing, $650 in
March 2005, and will pay an additional $1,300 in September 2005 and $1,950 in
March 2006.
Some of our European subsidiaries have entered into working capital and invoice
discounting agreements with HypoVereinsbank, Dresdner, Societe Generale, La
Caixa and HSBC Bank. Outstanding borrowings under the working capital agreement
with HypoVereinsbank, Dresdner and HSBC have been guaranteed by Metrologic
Instruments, Inc., the parent company. These agreements provide the Company with
availability of up to $18.6 million, using June 30, 2005 exchange rates, at
interest rates ranging from 3.1% to 6.5%. In addition, our subsidiary Metrologic
do Brasil has a working capital agreement with Banco Bradesco SA with
availability of up to 0.6 million real or $0.2 million, using June 30, 2005
exchange rates. At June 30, 2005, $16.3 million was outstanding under such
agreements and accordingly is included in lines of credit in our Condensed
Consolidated Balance Sheet.
<page>
One of our Asia Pacific subsidiaries has entered into short-term note payable
agreements at interest rates of 4.75% with maturity dates expiring before
December 31, 2005. At June 30, 2005, $0.4 million was outstanding under such
agreements.
We believe that our current cash and working capital positions and expected
operating cash flows will be sufficient to fund our working capital, planned
capital expenditures and debt repayment requirements for the foreseeable future.
Foreign Currency Exchange
Our liquidity has been, and may continue to be, affected by changes in foreign
currency exchange rates, particularly the value of the U.S. dollar relative to
the euro, the Brazilian real, the Singapore dollar, and the Chinese renminbi. In
an effort to mitigate the financial implications of the volatility in the
exchange rate between the euro and the U.S. dollar, we may selectively enter
into derivative financial instruments to offset our exposure to foreign currency
risks. Derivative financial instruments may include (i) foreign currency forward
exchange contracts with our primary bank for periods not exceeding six months,
which partially hedge sales to our German subsidiary and (ii) euro based loans,
which act as a partial hedge against outstanding intercompany receivables and
the net assets of our European subsidiary, which are denominated in euros.
Additionally, our European subsidiary invoices and receives payment in certain
other major currencies, including the British pound, which results in an
additional mitigating measure that reduces our exposure to the fluctuation
between the euro and the U.S. dollar although it does not offer protection
against fluctuations of that currency against the U.S. dollar. No derivative
instruments were outstanding at June 30, 2005.
Acquisition of Minority Interests
Our original 51.0% interest in Metrologic Eria Iberica contained an option for
us to purchase the remaining 49.0% interest. In 2003, we agreed to purchase the
49.0% of Metrologic Eria Iberica that we did not own for approximately 5.9
million euros. Purchase of the shares will be made over 3 years and commenced in
August 2003. As of June 30, 2005, we had purchased an additional 33.8%, of which
3.9% was purchased during the second quarter of 2005 for approximately 0.5
million euros, or $0.6 million at the exchange rate on June 30, 2005.
In March 2004, we entered into an agreement to purchase the 49% minority
interest of Metrologic Eria France for approximately 3.6 million euros, or $4.3
million at the exchange rate on June 30, 2004. As of March 31, 2004, we owned
100% of Metrologic Eria France.
Impact of Recently Issued Accounting Standards
In November 2004, the FASB issued Statement No. 151, "Inventory Costs, an
amendment of ARB No. 43, Chapter 4" ("SFAS No. 151"). SFAS No. 151 amends the
guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the
accounting for abnormal amounts of idle facility expense, handling costs and
wasted material (spoilage). Among other provisions, the new rule requires that
such items be recognized as current-period charges, regardless of whether they
meet the criterion of "so abnormal" as stated in ARB 43. SFAS No. 151 is
effective for fiscal years beginning after June 15, 2005. The Company does not
expect the adoption of this statement to have a material effect on its
consolidated financial position, consolidated results of operations or
liquidity.
In December 2004, the FASB issued FASB Staff Position No. FAS 109-2 ("FSP No.
109-2"), "Accounting and Disclosure Guidance for the Foreign Earnings
Repatriation Provisions within the American Jobs Creation Act of 2004" (the
"Jobs Act"). FSP No. 109-2 provides guidance with respect to reporting the
potential impact of the repatriation provisions of the Jobs Act on an
enterprise's income tax expense and deferred tax liability. The Jobs Act was
enacted on October 22, 2004, and provides for a temporary 85% dividends received
deduction on certain foreign earnings repatriated during a one-year period. The
deduction would result in an approximate 5.25% federal tax rate on the
repatriated earnings. To qualify for the deduction, the earnings must be
reinvested in the United States pursuant to a domestic reinvestment plan
established by a company's chief executive officer and approved by a company's
board of directors. Certain other criteria in the Jobs Act must be satisfied as
well. The Company is in the process of finalizing a study of the potential
repatriation and reinvestment opportunities based on clarifying language issued
by the tax authorities in the second quarter of 2005. The Company expects to
complete its study during the second half of 2005. Accordingly, as provided for
in FSP 109-2, we have not adjusted our tax expense or deferred tax liability to
reflect the repatriation provisions of the Jobs Act.
<page>
In December 2004, the FASB issued FASB Staff Position No. SFAS 109-1 ("FSP No.
109-1"), "Application of FASB Statement No.109, Accounting for Income Taxes, to
the Tax Deduction on Qualified Production Activities Provided by the American
Jobs Creation Act of 2004". FSP 109-1 provides guidance on applying the
deduction for income from qualified domestic production activities. The
deduction will be phased in from 2005 through 2010. The Act also provides for a
two-year phase out of the existing extra-territorial income exclusion ("ETI")
for foreign sales. The deduction will be treated as a "special deduction" as
described in FASB Statement No. 109. As such, the special deduction has no
effect on deferred tax assets and liabilities existing at the enactment date.
Rather, the impact of this deduction will be reported in the period in which the
deduction is claimed on our tax return. We do not expect the net effect of the
phase out of the ETI and the phase in of this new deduction to result in a
material change in our effective tax rate for fiscal years 2005 and 2006, based
on current earnings levels.
In December 2004, the FASB issued Statement No. 123 (revised 2004), "Share-Based
Payment" ("SFAS No. 123R"), which replaces SFAS No. 123 and supersedes APB
Opinion No. 25, "Accounting for Stock Issued to Employees." This Statement
requires all share-based payments to employees, including grants of employee
stock options, to be recognized in the financial statements based on their fair
values. The pro forma disclosures previously permitted under SFAS No. 123 no
longer will be an alternative to financial statement recognition. In accordance
with a Securities and Exchange Commission Rule issued in April 2005, companies
will be allowed to implement SFAS No. 123R as of the beginning of the first
fiscal year beginning after June 15, 2005. The Company currently expects that it
will adopt the provisions of SFAS No. 123R on January 1, 2006. Under SFAS No.
123R, the Company must determine the appropriate fair value model to be used for
valuing share-based payments, the amortization method for compensation cost and
the transition method to be used at date of adoption. The permitted transition
methods include either retrospective or prospective adoption. Under the
retrospective option, prior periods may be restated either as of the beginning
of the year of adoption or for all periods presented. The prospective method
requires that compensation expense be recorded for all unvested stock options at
the beginning of the first quarter of adoption of SFAS No. 123R, while the
retrospective methods would record compensation expense for all unvested stock
options beginning with the first period presented. The Company is currently
evaluating the requirements of SFAS No. 123R and expects that the adoption of
SFAS No. 123R will have a material impact on its consolidated financial
position, consolidated results of operations and earnings per share. The Company
has not yet determined the method of adoption or effect of adopting SFAS No.
123R and has not determined whether the adoption will result in amounts that are
similar to the current pro forma disclosures under SFAS No. 123. See Note 2 of
the Notes to Consolidated Financial Statements.
In December 2004, the FASB issued Statement No. 153, "Exchanges of Nonmonetary
Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary
Transactions." SFAS No. 153 eliminates the exception from fair value measurement
for nonmonetary exchanges of similar productive assets in paragraph 21 (b) of
APB Opinion No. 29, "Accounting for Nonmonetary Transactions," and replaces it
with an exception for exchanges that do not have commercial substance. SFAS No.
153 specifies that a nonmonetary exchange has commercial substance if the future
cash flows of the entity are expected to change significantly as a result of the
exchange. SFAS No. 153 is effective for periods beginning after June 15, 2005.
The Company does not expect the adoption of this statement to have a material
effect on its consolidated financial position, consolidated results of
operations or liquidity.
In March 2005, the FASB issued Interpretation No. 47, "Accounting for
Conditional Asset Retirement Obligations--an interpretation of FASB Statement
No. 143." This Interpretation clarifies that the term conditional asset
retirement obligation as used in SFAS No. 143, "Accounting for Asset Retirement
Obligations," refers to a legal obligation to perform an asset retirement
activity in which the timing and (or) method of settlement are conditional on a
future event that may or may not be within the control of the entity. The
obligation to perform the asset retirement activity is unconditional even though
uncertainty exists about the timing and (or) method of settlement. Thus, the
timing and (or) method of settlement may be conditional on a future event.
Accordingly, an entity is required to recognize a liability for the fair value
of a conditional asset retirement obligation if the fair value of the liability
can be reasonably estimated. This Interpretation also clarifies when an entity
would have sufficient information to reasonably estimate the fair value of an
asset retirement obligation. This Interpretation is effective no later than the
end of fiscal years ending after December 15, 2005 (December 31, 2005, for
calendar-year enterprises). The Company is evaluating the Interpretation and
does not currently expect its adoption to materially impact its consolidated
financial position, consolidated results of operations or liquidity.
<page>
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections" ("SFAS No. 154") which replaces Accounting Principles Board
Opinions No. 20, "Accounting Changes," and SFAS No. 3, "Reporting Accounting
Changes in Interim Financial Statements-An Amendment of APB Opinion No. 28."
SFAS No. 154 provides guidance on the accounting for and reporting of accounting
changes and error corrections. It establishes, unless impracticable,
retrospective application, as the required method for reporting a change in
accounting principle and the reporting of a correction of an error. SFAS No. 154
is effective for accounting changes and corrections of errors made in fiscal
years beginning after December 15, 2005. The Company does not expect the
adoption of this statement to have a material effect on its consolidated
financial position, consolidated results of operations or liquidity.
Item 3- Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes in our quantitative and qualitative
disclosure about market risk since the Company's Annual Report on Form 10-K for
the year ended December 31, 2004.
Item 4- Controls and Procedures
As required by Rule 13a-15(e) under the Exchange Act, as of the end of the
period covered by this report, we carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures. This
evaluation was carried out under the supervision and with the participation of
our Management, including our principal executive officer and principal
financial officer. Based upon that evaluation, the Company's principal executive
officer and principal financial officer concluded that the Company's disclosure
controls and procedures are effective.
There have been no changes in the Company's internal controls over financial
reporting during the period covered by this report that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
<page>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We protect our technological position and new product development with domestic
and foreign patents. When we believe competitors are infringing on these
patents, we may pursue claims or other legal action against these parties.
Additionally, from time-to-time, we receive legal challenges to the validity of
our patents or allegations that our products infringe the patents of others.
We are currently involved in matters of litigation arising in the normal course
of business including the matters described below. We believe that such
litigation either individually or in the aggregate will not have a material
adverse effect on our consolidated financial position, results of operations or
cash flows, except as noted below.
A. Symbol Technologies, Inc. v. Metrologic
On May 3, 2002, we were served with a lawsuit that was filed on April 12, 2002
by Symbol Technologies, Inc., in the U.S. District Court for the Eastern
District of New York alleging that we were in breach of the terms of the License
Agreement between us and Symbol (the "Symbol Agreement"). The Complaint sought a
declaratory judgment from the Court that we were in breach of the Symbol
Agreement. On March 31, 2003, the Court entered its decision on the parties'
respective motions for summary judgment, and finding in our favor, the Court
dismissed certain counts of Symbol's complaint. On April 9, 2003, Symbol
voluntarily dismissed the remaining counts of the complaint. Symbol filed its
Notice of Appeal with the U.S. Court of Appeals for the Second Circuit on May 7,
2003. On December 23, 2003, the Court of Appeals dismissed Symbol's appeal in
this matter. In the interim, Symbol decided to proceed with the arbitration for
which the Company had filed a Demand in June 2002, which had been stayed pending
the decision by the lower court. On June 26, 2003, Symbol filed an Amended
Answer and Counterclaims asserting that (a) eleven of Metrologic's products are
royalty bearing products, as defined under the Symbol Agreement, and (b) in the
alternative, those products infringe upon one or more of Symbol's patents. In
February 2005, the arbitrator entered an interim award, finding that 8 of the
products are not royalty bearing products under the Symbol Agreement but that 3
of the products are royalty bearing products. On March 23, 2005 the arbitrator
reopened the hearing with regard to certain portions of his earlier decision. In
May 2005, the arbitrator issued a ruling confirming his earlier ruling.
On June 30, 2005 the parties had a hearing in front of the arbitrator with
regard to determining the amount of any past royalties owed and the parties are
now awaiting a decision. However, to date, no final award of damages against the
Company has been granted in this matter. Symbol has made a request for a damage
award in excess of $10 million. The Company believes that Symbol's claims for
damages in this amount are wholly without merit and intends to vigorously defend
against it; however, if Symbol were to receive a final award in excess of $10
million and such an award were not reversed on appeal it would have a material
adverse impact on the Company.
B. Metrologic v. Symbol Technologies, Inc.
On May 17, 2005, the Company filed suit against Symbol Technologies, Inc. in the
United States District Court in the District of New Jersey for breach of
contract for failure to pay royalties in accordance with the terms of the Symbol
Agreement between the parties. This case is in its early stages.
Item 4. Submission of Matters to a Vote of Security Holders
Our Annual Meeting of Shareholders was held on June 16, 2005. At such meeting,
the following matters were voted upon by the shareholders, receiving the number
of affirmative, negative and withheld votes, as well as abstentions and broker
non-votes, set forth below for each matter.
(1) The vote of the common shareholders for the election of
Janet H. Knowles, Hsu Jau Nan, and Benny Noens as directors to serve a
three-year term ending in 2008 were as follows:
Number of Votes Number of Votes
Number of Votes For Against Abstain Name
------------------- --------------- --------------- ---------------
16,391,860 0 3,979,851 Janet H. Knowles
16,566,127 0 3,805,584 Hsu Jau Nan
17,236,719 0 3,134,992 Benny Noens
(2) The vote of the common shareholders for the appointment of
Ernst & Young LLP as our registered public accounting firm for the fiscal year
ending December 31, 2005 was as follows:
<page>
Number of Votes Number of Votes Broker
Number of Votes For Against Abstain Non-Votes
------------------- --------------- --------------- ---------
19,428,284 42,986 9,285 1
The directors whose terms continue after the Annual Meeting of
Shareholders referenced above are Richard C. Close, C. Harry Knowles, John
Mathias, Stanton Meltzer and William Rulon-Miller.
Item 6. Exhibits
Exhibits:
31.1 Certification by Chief Executive Officer pursuant to
Rule 13a-14(a) and 15d-14(a) of the Securities Act
of 1934.
31.2 Certification by Chief Financial Officer pursuant to
Rule 13a-14(a) and 15d-14(a) of the Securities Act
of 1934.
32.1 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 executed by the Chief Executive Officer
of the Company.
32.2 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 executed by the Chief Financial Officer
of the Company.
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 thereunto duly authorized.
METROLOGIC INSTRUMENTS, INC.
Date: August 5, 2005 By:/s/ Benny A. Noens
----------------- ----------------------------------------
Benny A. Noens
Chief Executive Officer
(Principal Executive Officer)
Date: August 5, 2005 By:/s/ Kevin J. Bratton
----------------- -----------------------------------------
Kevin J. Bratton
Chief Financial Officer
(Principal Financial and Accounting Officer)
Exhibit Index Page Number
31.1 Certification by Chief Executive Officer pursuant to
Rule 13a-14(a) and 15d-14(a) of the Securities Act of 1934. 29
31.2 Certification by Chief Financial Officer pursuant to
Rule 13a-14(a) and 15d-14(a) of the Securities Act of 1934. 30
32.1 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 executed by the Chief Executive Officer of
the Company. 31
32.2 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 executed by the Chief Financial Officer of
the Company. 32
Exhibit 31.1
CERTIFICATION
I, Benny A. Noens, Chief Executive Officer and President of
Metrologic Instruments, Inc., certify that:
1. I have reviewed this report on Form 10-Q of Metrologic Instruments,
Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and we have:
a. designed such disclosure controls and procedures or caused
such disclosure controls and procedures to be designed under our supervision to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
d. disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is reasonably likely
to materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize, and report financial information; and
b. any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal control over financial reporting.
By: /s/Benny A. Noens
----------------------------------
Name: Benny A. Noens
Title: Chief Executive Officer and
President
Date: August 5, 2005
Exhibit 31.2
CERTIFICATION
I, Kevin J. Bratton, Chief Financial Officer of Metrologic
Instruments, Inc., certify that:
1. I have reviewed this report on Form 10-Q of Metrologic Instruments,
Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and we have:
a. designed such disclosure controls and procedures or caused
such disclosure controls and procedures to be designed under our supervision to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
d. disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is reasonably likely
to materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize, and report financial information; and
b. any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal control over financial reporting.
By: /s/Kevin J. Bratton
----------------------------------
Name: Kevin J. Bratton
Title: Chief Financial Officer
Date: August 5, 2005
<page>
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Report of Metrologic Instruments, Inc.
(the "Company") on Form 10-Q for the quarter ended June 30, 2005 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Benny A. Noens, Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002, that:
1. The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
/s/Benny A. Noens
- ------------------------------------
Benny A. Noens
Chief Executive Officer
August 5, 2005
The foregoing certification is being furnished solely pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 and shall not be deemed
filed by the Company for the purposes of Section 18 of the Securities Exchange
Act of 1934 (the "Exchange Act") or otherwise subject to liability under that
Section. This certification shall not be deemed to be incorporated by reference
into any filing under the Securities Act of 1933 or the Exchange Act except to
the extent that this certification is expressly incorporated by reference into
any such filing.
A signed original of this written statement required by 18 U.S.C. Section 1350
has been provided to the Company and will be retained by the Company and
furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Report of Metrologic Instruments, Inc.
(the "Company") on Form 10-Q for the quarter ended June 30, 2005 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Kevin J. Bratton, Chief Financial Officer of the Company, certify, pursuant to
18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002, that:
1. The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
/s/Kevin J. Bratton
- ------------------------------------
Kevin J. Bratton
Chief Financial Officer
August 5, 2005
The foregoing certification is being furnished solely pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 and shall not be deemed
filed by the Company for the purposes of Section 18 of the Securities Exchange
Act of 1934 (the "Exchange Act") or otherwise subject to liability under that
Section. This certification shall not be deemed to be incorporated by reference
into any filing under the Securities Act of 1933 or the Exchange Act except to
the extent that this certification is expressly incorporated by reference into
any such filing.
A signed original of this written statement required by 18 U.S.C. Section 1350
has been provided to the Company and will be retained by the Company and
furnished to the Securities and Exchange Commission or its staff upon request.