SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2002 Commission file number 0-28572 OPTIMAL ROBOTICS CORP. (Exact name of registrant as specified in its charter) CANADA 98-0160833 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 4700 de la Savane, Suite 101, Montreal, Quebec, Canada H4P 1T7 (Address of Principal Executive Office) (Zip Code) (514) 738-8885 (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 ------ ----- At October 28, 2002, the registrant had 14,936,235 Class "A" shares (without nominal or par value) outstanding. PART I. FINANCIAL INFORMATION Item 1. Financial Statements - 2 - OPTIMAL ROBOTICS CORP. Consolidated Balance Sheets (Unaudited) September 30, 2002 and December 31, 2001 (expressed in US dollars) ==================================================================================================== September 30, December 31, 2002 2001 - ---------------------------------------------------------------------------------------------------- (Audited) Assets Current assets: Cash and cash equivalents $ 5,260,286 $ 9,616,430 Short-term investments 67,422,912 94,487,326 Accounts receivable, net of allowance for doubtful accounts of $66,494 ($300,000 at December 31, 2001) 23,148,511 9,009,445 Inventories (note 3) 24,302,512 22,355,267 Tax credits receivable 1,152,073 884,057 Future income taxes 154,635 284,253 Prepaid expenses and deposits 572,439 989,107 - ---------------------------------------------------------------------------------------------------- 122,013,368 137,625,885 Property, plant and equipment 6,714,555 6,130,347 Goodwill 2,730,353 2,730,353 Intangibles (note 4) 1,192,160 904,810 - ---------------------------------------------------------------------------------------------------- $ 132,650,436 $ 147,391,395 ==================================================================================================== Liabilities and Shareholders' Equity Current liabilities: Accounts payable and accrued liabilities $ 6,080,458 $ 6,673,804 Income taxes payable 122,233 4,794,476 Deferred revenue 2,461,801 1,307,312 - ---------------------------------------------------------------------------------------------------- 8,664,492 12,775,592 Future income taxes 560,635 1,143,213 Shareholders' equity: Share capital (note 5) 122,102,244 126,476,633 Other capital 5,282 5,282 Retained earnings 2,802,254 8,475,146 Cumulative translation adjustment (1,484,471) (1,484,471) - ---------------------------------------------------------------------------------------------------- 123,425,309 133,472,590 Contingencies (note 6) - ---------------------------------------------------------------------------------------------------- $ 132,650,436 $ 147,391,395 ==================================================================================================== See accompanying notes to unaudited consolidated financial statements. - 3 - OPTIMAL ROBOTICS CORP. Consolidated Statements of Operations (Unaudited) Periods ended September 30, 2002 and 2001 (expressed in US dollars) =================================================================================================================================== Three months ended Nine months ended September 30, September 30, -------------------------------- -------------------------------- 2002 2001 2002 2001 - ----------------------------------------------------------------------------------------------------------------------------------- Revenues $ 21,390,215 $ 33,757,420 $ 61,309,059 $ 84,450,156 Cost of sales 14,266,242 20,717,808 40,242,297 52,322,942 - ----------------------------------------------------------------------------------------------------------------------------------- Gross margin 7,123,973 13,039,612 21,066,762 32,127,214 Expenses (income): Selling, general and administrative 7,137,797 5,089,465 20,654,800 13,052,926 Research and development (note 7) 46,338 63,239 1,155,257 820,811 Amortization 673,590 408,650 1,939,028 1,074,848 Operating lease 383,746 332,612 1,148,389 816,861 Investment income (332,072) (663,124) (1,512,254) (2,528,549) - ----------------------------------------------------------------------------------------------------------------------------------- 7,909,399 5,230,842 23,385,220 13,236,897 - ----------------------------------------------------------------------------------------------------------------------------------- (Loss) earnings before income taxes (785,426) 7,808,770 (2,318,458) 18,890,317 Income tax provision (recovery) (note 8) 616,101 3,258,229 (955,507) 7,572,457 - ----------------------------------------------------------------------------------------------------------------------------------- Net (loss) earnings $ (1,401,527) $ 4,550,541 $ (1,362,951) $ 11,317,860 =================================================================================================================================== Weighted average number of shares: Basic 14,936,235 15,268,386 15,099,748 14,446,265 Plus impact of stock options and warrants 2,655 1,148,038 57,136 1,120,505 - ----------------------------------------------------------------------------------------------------------------------------------- Diluted 14,938,890 16,416,424 15,156,884 15,566,770 - ----------------------------------------------------------------------------------------------------------------------------------- Earnings per share (note 10): Basic $ (0.09) $ 0.30 $ (0.09) $ 0.78 Diluted (0.09) 0.28 (0.09) 0.73 =================================================================================================================================== See accompanying notes to unaudited consolidated financial statements. - 4 - OPTIMAL ROBOTICS CORP. Consolidated Statements of Retained Earnings (Unaudited) Periods ended September 30, 2002 and 2001 (expressed in US dollars) ==================================================================================================================================== Three months ended Nine months ended September 30, September 30, -------------------------------- --------------------------------- 2002 2001 2002 2001 - ------------------------------------------------------------------------------------------------------------------------------------ Retained earnings (deficit), beginning of period $ 4,203,781 $ 5,936,774 $ 8,475,146 $ (830,545) Net (loss) earnings (1,401,527) 4,550,541 (1,362,951) 11,317,860 Excess of purchase price over book value of shares (note 5) -- -- (4,309,941) -- - ------------------------------------------------------------------------------------------------------------------------------------ Retained earnings, end of period $ 2,802,254 $10,487,315 $ 2,802,254 $ 10,487,315 ==================================================================================================================================== See accompanying notes to unaudited consolidated financial statements. - 5 - OPTIMAL ROBOTICS CORP. Consolidated Statements of Cash Flows (Unaudited) Periods ended September 30, 2002 and 2001 (expressed in US dollars) ==================================================================================================================================== Three months ended Nine months ended September 30, September 30, ------------------------------- -------------------------------- 2002 2001 2002 2001 - ------------------------------------------------------------------------------------------------------------------------------------ Cash flows from operating activities: Net (loss) earnings $ (1,401,527) $ 4,550,541 $ (1,362,951) $ 11,317,860 Adjustments for: Amortization 673,590 408,650 1,939,028 1,074,848 Future income taxes 808,148 137,755 (452,960) 2,427,097 Loss on sale of trade accounts receivable -- -- -- 24,424 Changes in operating assets and liabilities: Accounts receivable (3,710,154) (1,774,837) (14,139,066) (22,733,788) Proceeds from sale of trade accounts receivable -- -- -- 3,038,907 Inventories 1,302,496 (357,139) (1,947,245) (3,704,550) Tax credits receivable (862,665) (75,000) (268,016) (105,894) Prepaid expenses and deposits 238,568 (20,278) 416,668 (466,540) Accounts payable and accrued liabilities (3,939,820) (3,623,299) (593,346) (1,176,249) Income taxes payable (181,484) 2,747,228 (4,672,243) 4,780,222 Deferred revenue (2,483,733) (1,089,493) 1,154,489 1,020,471 - ------------------------------------------------------------------------------------------------------------------------------------ (9,556,581) 904,128 (19,925,642) (4,503,192) Cash flows from financing activities: Proceeds from issuance of common shares -- 15,950,056 -- 19,421,317 Repurchase of common shares -- -- (8,684,330) -- - ------------------------------------------------------------------------------------------------------------------------------------ -- 15,950,056 (8,684,330) 19,421,317 Cash flows from investing activities: Purchase of capital assets (772,408) (586,465) (2,810,586) (1,833,348) Business acquisition -- -- -- (1,141,000) Decrease (increase) in short-term investments 7,996,591 (9,048,859) 27,064,414 (4,604,713) - ------------------------------------------------------------------------------------------------------------------------------------ 7,224,183 (9,635,324) 24,253,828 (7,579,061) - ------------------------------------------------------------------------------------------------------------------------------------ Net (decrease) increase in cash and cash equivalents during the period (2,332,398) 7,218,860 (4,356,144) 7,339,064 Cash and cash equivalents, beginning of period 7,592,684 5,127,186 9,616,430 5,006,982 - ------------------------------------------------------------------------------------------------------------------------------------ Cash and cash equivalents, end of period $ 5,260,286 $ 12,346,046 $ 5,260,286 $ 12,346,046 ==================================================================================================================================== Cash and cash equivalents consist of: Cash balances with banks $ 5,260,286 $ 4,092,690 $ 5,260,286 $ 4,092,690 Short-term investments -- 8,253,356 -- 8,253,356 - ------------------------------------------------------------------------------------------------------------------------------------ $ 5,260,286 $ 12,346,046 $ 5,260,286 $ 12,346,046 ==================================================================================================================================== Supplemental disclosure to cash flow statement: Income taxes paid $ -- $ -- $ 3,380,258 $ 63,621 ==================================================================================================================================== See accompanying notes to unaudited consolidated financial statements. - 6 - OPTIMAL ROBOTICS CORP. Notes to Consolidated Financial Statements (Unaudited) Periods ended September 30, 2002 and 2001 (expressed in US dollars) ================================================================================ 1. Interim financial information: These consolidated financial statements have been prepared by management in accordance with Canadian generally accepted accounting principles. The unaudited balance sheet as at September 30, 2002 and the unaudited statements of operations, retained earnings and cash flows for the periods ended September 30, 2002 and 2001 reflect all adjustments which, in the opinion of management, are necessary to a fair statement of the results of the interim periods presented. The Company's revenue and income are subject to seasonal variations. Consequently, the results of operations for any quarter are not necessarily indicative of the results for the full year. These interim consolidated financial statements follow the same accounting policies and methods of their application as described in note 2 of the annual consolidated financial statements for the year ended December 31, 2001. The interim consolidated financial statements do not include all disclosures required for annual financial statements and should be read in conjunction with the most recent annual consolidated financial statements of the Company as at and for the year ended December 31, 2001. Certain of the prior year amounts have been reclassified to conform to the current fiscal year presentation. These changes had no impact on previously reported results of operations, financial position, cash flow or shareholders' equity. All amounts in the attached notes are unaudited unless specifically identified. 2. Significant accounting policies: (a) Stock-based compensation: Effective January 1, 2002, the Company adopted prospectively the new recommendations of the Canadian Institute of Chartered Accountants ("CICA"), Handbook Section 3870, with respect to the accounting for stock-based compensation and other stock-based payments. The new recommendations require that all stock-based payments to non-employees, and employee awards that are direct awards of stock, call for settlement in cash or other assets, or are stock appreciation rights that call for settlement by the issuance of equity instruments, granted on or after January 1, 2002 be accounted for using the fair value method. The Company presently does not have any such awards which must be accounted for using the fair value method. For all other stock-based employee compensation awards, the new standards permit the Company to continue to follow its existing policy of using the settlement date method of accounting. Under this method, no compensation expense is recognized when stock options are issued to employees. Any consideration received from the plan participants upon exercise of stock options is credited to share capital. - 7 - OPTIMAL ROBOTICS CORP. Notes to Consolidated Financial Statements, (continued) (Unaudited) Periods ended September 30, 2002 and 2001 (expressed in US dollars) ================================================================================ 2. Significant accounting policies (continued): (a) Stock-based compensation (continued): The new standard requires that the Company disclose the pro forma effect of accounting for all stock-based awards granted during the three and nine-month periods ended September 30, 2002 under the fair value-based method (refer to note 10). In the first year of application, comparative disclosures need not be provided for prior periods. (b) Goodwill and other intangible assets: Effective January 1, 2002, the Company adopted the new recommendations of the CICA, Handbook Section 3062, with respect to the accounting for goodwill and other intangible assets. The standard changes the accounting for goodwill from an amortization method to an impairment-only approach. In addition, the standard requires acquired intangible assets to be separately recognized if the benefit of the intangible assets is obtained through contractual or other legal right, or if the intangible assets can be sold, transferred, licensed, rented or exchanged. The change was accounted for prospectively. The Company did not record amortization of goodwill in the three and nine months ended September 30, 2002. Goodwill was tested for impairment during the first quarter of fiscal 2002. The fair value of the Alpha Microsystems business, which was acquired during the second quarter of fiscal 2001 and from which the goodwill arose, was estimated using the expected present value of future cash flows. Management considered that there was no impairment in the carrying value of goodwill. There has been no change in the estimated useful life of the other intangible assets which continue to be amortized using the straight-line method at the following annual rates: ================================================================================ Customer list 25% Patents 5% ================================================================================ - 8 - OPTIMAL ROBOTICS CORP. Notes to Consolidated Financial Statements, (continued) (Unaudited) Periods ended September 30, 2002 and 2001 (expressed in US dollars) ================================================================================ 2. Significant accounting policies (continued): (b) Goodwill and other intangible assets (continued): As required under CICA Handbook Section 3062, the following information is presented: ==================================================================================================================================== Three months ended Nine months ended September 30, September 30, ----------------------------------- ------------------------------------ 2002 2001 2002 2001 - ------------------------------------------------------------------------------------------------------------------------------------ Reported net (loss) earnings $ (1,401,527) $4,550,541 $ (1,362,951) $11,317,860 Add back goodwill amortization, net of tax -- 37,056 -- 49,410 - ------------------------------------------------------------------------------------------------------------------------------------ Adjusted net (loss) earnings $ (1,401,527) $4,587,597 $ (1,362,951) $11,367,270 ==================================================================================================================================== Earnings per share: Basic $ (0.09) $ 0.30 $ (0.09) $ 0.79 Diluted (0.09) 0.28 (0.09) 0.73 ==================================================================================================================================== 3. Inventories: ==================================================================================================================================== September 30, December 31, 2002 2001 - ------------------------------------------------------------------------------------------------------------------------------------ (Audited) Finished goods $ 1,528,142 $ 2,778,678 Work in process 421,358 542,378 Raw materials 7,516,230 6,969,536 Replacement parts 14,836,782 12,064,675 - ------------------------------------------------------------------------------------------------------------------------------------ $ 24,302,512 $ 22,355,267 ==================================================================================================================================== - 9 - OPTIMAL ROBOTICS CORP. Notes to Consolidated Financial Statements, (continued) (Unaudited) Periods ended September 30, 2002 and 2001 (expressed in US dollars) ================================================================================ 4. Intangibles: ================================================================================ September 30, 2002 - -------------------------------------------------------------------------------- Gross carrying Accumulated Net book amount amortization value - -------------------------------------------------------------------------------- Customer list $ 786,414 $143,962 $ 642,452 Patents 576,381 26,673 549,708 - -------------------------------------------------------------------------------- $1,362,795 $170,635 $1,192,160 ================================================================================ ================================================================================ December 31, 2001 - -------------------------------------------------------------------------------- (Audited) Gross carrying Accumulated Net book amount amortization value - -------------------------------------------------------------------------------- Customer list $786,414 $26,000 $ 760,414 Patents 158,364 13,968 144,396 - -------------------------------------------------------------------------------- $944,778 $39,968 $ 904,810 ================================================================================ - 10 - OPTIMAL ROBOTICS CORP. Notes to Consolidated Financial Statements, (continued) (Unaudited) Periods ended September 30, 2002 and 2001 (expressed in US dollars) ================================================================================ 5. Share capital: Changes in the issued and outstanding share capital were as follows: ==================================================================================================================================== September 30, 2002 September 30, 2001 --------------------------------- ------------------------------ Number Dollars Number Dollars - ------------------------------------------------------------------------------------------------------------------------------------ Balance, December 31, 2001 and 2000 15,471,335 $ 126,476,633 13,708,690 $107,050,914 Issued for cash pursuant to exercise of stock options -- -- 1,409,225 17,433,431 Issued pursuant to exercise of warrants: -- -- 353,420 -- - Ascribed value from other capital -- -- -- 4,402 - Cash -- -- -- 1,987,886 Stock repurchase program (i (535,100) (4,374,389) -- -- - ------------------------------------------------------------------------------------------------------------------------------------ Balance, September 30, 2002 and 2001 14,936,235 $ 122,102,244 15,471,335 $126,476,633 ==================================================================================================================================== (i) On February 26, 2002, the Board of Directors approved a stock repurchase program authorizing the Company to purchase up to 750,000 of the Company's Class "A" shares in the open market commencing March 5, 2002 and ending March 4, 2003. As at September 30, 2002, 535,100 shares having a book value of $4,374,389 had been repurchased for a total consideration of $8,684,330. The excess of the purchase price over book value of the shares in the amount of $4,309,941 was charged to retained earnings. (ii) On June 20, 2002, the shareholders approved an amendment to increase the number of shares available for issuance under the Company's stock option plan by 3,000,000 shares. The approval of the option plan amendment also serves to approve 1,715,000 options granted on March 2, 2002 at an exercise price of $13.86 which become immediately exercisable as to 1,385,000 of the underlying shares and exercisable as to 165,000 of the underlying shares on each of March 2, 2003 and 2004. In May 2002, the Company granted 45,000 options to acquire Class "A" shares at an exercise price of $14.83. These options become exercisable as to 22,500 shares on each of May 6, 2003 and 2004. - 11 - OPTIMAL ROBOTICS CORP. Notes to Consolidated Financial Statements, (continued) (Unaudited) Periods ended September 30, 2002 and 2001 (expressed in US dollars) ================================================================================ 6. Contingencies: (a) In 1995 and 1996, the Company received demand letters from the same claimant alleging patent infringement. In July 1999, the claimant filed a civil action alleging patent infringement in the United States District Court for the District of Utah against the Company and PSC Inc., one of the Company's suppliers. In addition, a similar suit has been filed in the State of Utah against one of the Company's customers. The Company is contractually bound to indemnify the customer for any damages it incurs in connection with such suit. At the Company's expense, the Company's legal counsel is defending this suit. The Company also received a lawyer's letter from another party in 1999, and again in February 2001, alleging infringement of another patent. The Company believes these claims to be without merit and intends to vigorously defend its position. Consequently, no provision has been made in these financial statements with respect to the above claims. (b) The Company is party to litigation arising in the normal course of operations. The Company does not expect the resolution of such matters to have a materially adverse effect on the financial position or results of operations of the Company. 7. Research and development: ==================================================================================================================================== Three months ended Nine months ended September 30, September 30, -------------------------------- ----------------------------------- 2002 2001 2002 2001 - ------------------------------------------------------------------------------------------------------------------------------------ Research and development expenses $ 909,003 $ 511,485 $ 2,317,922 $ 1,413,613 Less tax credits (862,665) (448,246) (1,162,665) (592,802) - ------------------------------------------------------------------------------------------------------------------------------------ $ 46,338 $ 63,239 $ 1,155,257 $ 820,811 ==================================================================================================================================== - 12 - OPTIMAL ROBOTICS CORP. Notes to Consolidated Financial Statements, (continued) (Unaudited) Periods ended September 30, 2002 and 2001 (expressed in US dollars) ================================================================================ 8. Income taxes: The income tax provision differs from the amount computed by applying the combined Canadian federal and Quebec tax rates to earnings before income taxes. The reasons for the difference and the related tax effects are as follows: ==================================================================================================================================== Three months ended Nine months ended September 30, September 30, ------------------------------- -------------------------------- 2002 2001 2002 2001 - ------------------------------------------------------------------------------------------------------------------------------------ (Loss) earnings before income taxes $ (785,426) $7,808,770 $(2,318,458) $18,890,317 ==================================================================================================================================== Combined Canadian federal and Quebec provincial income taxes at 36% (2001 - 37%) $ (282,753) $2,889,245 $ (834,645) $ 6,989,417 Foreign exchange (1) 1,393,952 -- 67,789 -- Difference in tax rates in foreign jurisdictions (73,781) -- (123,620) -- Permanent differences and other (421,317) 368,984 (65,031) 583,040 - ------------------------------------------------------------------------------------------------------------------------------------ Income tax provision (recovery) $ 616,101 $3,258,229 $ (955,507) $ 7,572,457 ==================================================================================================================================== (1) For purposes of calculating the income tax provision of the Company, a tax liability or recovery is recognized on foreign exchange gains and losses which arise on the conversion into Canadian dollars of the net monetary assets denominated in U.S. dollars which is required for tax purposes. Because these financial statements are presented in U.S. dollars, these foreign exchange gains and losses do not impact earnings before income taxes even though the income tax provision includes a tax liability or recovery for these items. Future fluctuations in the foreign exchange rate between the Canadian and U.S. dollar will change the amount of the foreign exchange gains (losses) and thus the provision or recovery for income taxes thereon. The provision for (recovery of) income taxes is composed of the following: ==================================================================================================================================== Three months ended Nine months ended September 30, September 30, ------------------------------- -------------------------------- 2002 2001 2002 2001 - ------------------------------------------------------------------------------------------------------------------------------------ Current income taxes $ (192,047) $3,120,474 $ (502,547) $ 5,145,360 Future income taxes 808,148 137,755 (452,960) 2,427,097 - ------------------------------------------------------------------------------------------------------------------------------------ $ 616,101 $3,258,229 $ (955,507) $ 7,572,457 ==================================================================================================================================== - 13 - OPTIMAL ROBOTICS CORP. Notes to Consolidated Financial Statements, (continued) (Unaudited) Periods ended September 30, 2002 and 2001 (expressed in US dollars) - -------------------------------------------------------------------------------- 9. Segmented information: The Company operates in one segment, the development, marketing, installation, servicing and sale of automated transaction products designed for use in the retail sector. Substantially all of the Company's revenue is derived from sales to retailers located in the United States and is denominated in U.S. dollars. Property, plant and equipment, goodwill and intangibles by geographic area are as follows: ================================================================================ September 30, December 31, 2002 2001 - -------------------------------------------------------------------------------- (Audited) Canada $ 5,559,792 $4,436,119 United States 5,077,276 5,329,391 - -------------------------------------------------------------------------------- $10,637,068 $9,765,510 ================================================================================ 10. Earnings per share: (a) Stock-based compensation: If the fair value-based accounting method under Handbook Section 3870 had been used to account for stock-based compensation costs relating to exempt options and warrants issued to employees during the period ended September 30, 2002, the net earnings and related earnings per share figures would be as follows: - -------------------------------------------------------------------------------- September 30, 2002 ----------------------------- Three months Nine months ended ended - -------------------------------------------------------------------------------- Reported net loss $(1,401,527) $ (1,362,951) Pro forma adjustments to compensation expen (814,824) (17,756,274) - -------------------------------------------------------------------------------- Pro forma net loss $(2,216,351) $(19,119,225) ================================================================================ Pro forma loss per share: Basic $ (0.15) $ (1.27) Diluted (0.15) (1.27) ================================================================================ The fair value of each option grant was determined using the following method and assumptions. - 14 - OPTIMAL ROBOTICS CORP. Notes to Consolidated Financial Statements, (continued) (Unaudited) Periods ended September 30, 2002 and 2001 (expressed in US dollars) ================================================================================ 10. Earnings per share (continued): (a) Stock-based compensation (continued): The weighted average fair value of each option granted is estimated on the date of grant using the Black-Scholes pricing model with the following weighted average assumptions: ================================================================================ Risk free interest rate 3.32% Expected volatility 81% Expected life in years 10 Expected dividend yield nil ================================================================================ The following table summarizes the weighted average grant-date fair value per share for options granted during the three and nine-month periods ended September 30, 2002: ========================================================================================================== Three months ended Nine months ended September 30, 2002 September 30, 2002 - ---------------------------------------------------------------------------------------------------------- Weighted Weighted average average grant-date grant-date Number of fair value Number of fair value options per share options per share - ---------------------------------------------------------------------------------------------------------- Exercise price per share equal to market price per share -- $ -- 1,760,000 $ 11.52 ========================================================================================================== Management believes that the effects of applying Handbook Section 3870 on a pro forma basis are not likely to be representative of the effects on reported pro forma net earnings for future years as the estimated compensation costs reflect only options granted between January 1, 2002 and September 30, 2002 and do not consider awards which may occur in future years, the terms and conditions of which may vary. Dividend yield was excluded from the calculation since it is the present policy of the Company to retain all earnings to finance operations. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company's stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect their fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its stock options. - 15 - OPTIMAL ROBOTICS CORP. Notes to Consolidated Financial Statements, (continued) (Unaudited) Periods ended September 30, 2002 and 2001 (expressed in US dollars) ================================================================================ 10. Earnings per share (continued): (b) Supplementary measure of earnings per share: Supplementary measures of earnings do not have any standardized meaning prescribed by generally accepted accounting principles and are therefore unlikely to be comparable to similar measures presented by other companies. The purpose of presenting a supplementary measure of net earnings and earnings per share is to illustrate the tax impact of the foreign exchange gains and losses which arises on the conversion of the short-term investments into Canadian dollars for purposes of determining taxable income under Canadian income tax regulations as described in note 8. ==================================================================================================================================== Three months ended Nine months ended September 30, September 30, ---------------------------------- ---------------------------------- 2002 2001 2002 2001 - ------------------------------------------------------------------------------------------------------------------------------------ Net (loss) earnings $ (1,401,527) $ 4,550,541 $ (1,362,951) $ 11,317,860 Add back effect of future income taxes on foreign exchange gains 1,393,952 -- 67,789 -- - ------------------------------------------------------------------------------------------------------------------------------------ Supplementary measure of net (loss) earnings $ (7,575) $ 4,550,541 $ (1,295,162) $ 11,317,860 ==================================================================================================================================== Supplementary measure of earnings per share: Basic $ -- $ 0.30 $ (0.09) $ 0.78 Diluted -- 0.28 (0.09) 0.73 ==================================================================================================================================== - 16 - OPTIMAL ROBOTICS CORP. Notes to Consolidated Financial Statements, (continued) (Unaudited) Periods ended September 30, 2002 and 2001 (expressed in US dollars) ================================================================================ 11. Additional disclosures required by U.S. GAAP and differences between Canadian GAAP and U.S. GAAP: (a) Consolidated statement of operations: The reconciliation of earnings reported in accordance with Canadian GAAP with U.S. GAAP is as follows: - ------------------------------------------------------------------------------------------------------------------------------------ Three months ended Nine months ended September 30, September 30, ------------------------------- ------------------------------- 2002 2001 2002 2001 - ------------------------------------------------------------------------------------------------------------------------------------ Net (loss) earnings in accordance with Canadian GAAP $ (1,401,527) $ 4,550,541 $(1,362,951) $ 11,317,860 Stock-based compensation (i) -- 8,703,560 9,778,143 (23,010,144) - ------------------------------------------------------------------------------------------------------------------------------------ Net (loss) earnings in accordance with U.S. GAAP $ (1,401,527) $13,254,101 $ 8,415,192 $(11,692,284) - ------------------------------------------------------------------------------------------------------------------------------------ Earnings (loss) per sh are: Basic $ (0.09) $ 0.87 $ 0.56 $ (0.81) Diluted (0.09) 0.81 0.56 (0.81) - ------------------------------------------------------------------------------------------------------------------------------------ (i) Accounting for stock-based compensation: For stock-based compensation plans, the Company has chosen to use, for U.S. GAAP purposes, the intrinsic value method (APB Opinion No. 25), which requires compensation costs to be recognized on the difference, if any, between the quoted market price of the stock at the grant date and the amount the individual must pay to acquire the stock. Certain of the Company's stock options are variable because the exercise price is not known until the options are exercised. As a result, compensation cost is estimated each quarter from the date of grant until the options are exercised, based on the difference between the quoted market price of the Company's stock and the exercise price. Under Canadian GAAP, the Company uses the settlement method of accounting for options and compensation expense is not recognized. - 17 - OPTIMAL ROBOTICS CORP. Notes to Consolidated Financial Statements, (continued) (Unaudited) Periods ended September 30, 2002 and 2001 (expressed in US dollars) ================================================================================ 11. Additional disclosures required by U.S. GAAP and differences between Canadian GAAP and U.S. GAAP (continued): (b) Consolidated balance sheets: ==================================================================================================================================== September 30, 2002 December 31, 2001 ----------------------------------- ----------------------------------- Canadian US Canadian US GAAP GAAP GAAP GAAP - ------------------------------------------------------------------------------------------------------------------------------------ (Audited) Shareholders' equity: Share capital $ 122,102,244 $ 164,558,807 $ 126,476,633 $ 168,933,196 Other capital 5,282 29,862,009 5,282 39,640,152 Retained earnings (deficit) 2,802,254 (67,977,274) 8,475,146 (72,082,525) Cumulative translation adjustment (1,484,471) -- (1,484,471) -- Accumulated other comprehensive loss -- (3,018,233) -- (3,018,233) - ------------------------------------------------------------------------------------------------------------------------------------ $ 123,425,309 $ 123,425,309 $ 133,472,590 $ 133,472,590 ==================================================================================================================================== (c) Recent accounting pronouncements: In August 2001, FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations". SFAS No. 143 requires the Company to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets. This statement is effective for the Company's fiscal year beginning January 1, 2003. The Company does not expect SFAS No. 143 to have a material impact on its financial statements. In October 2001, FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS 144 establishes a single accounting model, based on the framework established in Statement of Financial Accounting Standards no. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" ("SFAS 121"), for long-lived assets to be disposed of by sale, and resolves implementation issues related to SFAS 121. This statement is effective for the Company's fiscal year beginning January 1, 2002. The adoption of this standard did not have an initial material impact on its financial statements. - 18 - OPTIMAL ROBOTICS CORP. Notes to Consolidated Financial Statements, (continued) (Unaudited) Periods ended September 30, 2002 and 2001 (expressed in US dollars) ================================================================================ 11. Additional disclosures required by U.S. GAAP and differences between Canadian GAAP and U.S. GAAP (continued): (c) Recent accounting pronouncements (continued): In April 2002, FASB issued SFAS No 145, "Rescission of FASB Statements No. 54 and 64, Amendment of FASB Statement No. 13 and Technical Corrections". In June 2002, FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities". SFAS No. 145 and 146 will be effective for the Company's fiscal year beginning January 1, 2003. The Company does not expect SFAS No. 145 and 146 to have a material impact on its financial statements. In October 2002, FASB issued SFAS No. 147, "Acquisitions of Certain Financial Institutions, an Amendment of SFAS No. 72 and 144 and FASB Interpretation No. 9". The Company does not expect SFAS No. 147 to have an impact on its financial statements. - 19 - Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors such as: we principally depend on one line of products; we relied on one customer for a majority of our revenues in 2001; we may not be able to manage our growth; we rely on third party suppliers; our U-Scan(R) systems are assembled at two facilities; we may not be able to keep pace with changes in technology; we depend upon key personnel; competition could reduce revenue from the U-Scan system; our products may contain defects; the adverse resolution of litigation against us could adversely impact our business; organized labor may resist U-Scan; we may be vulnerable to technological problems; and economic conditions in the United States and Canada, affecting the self-checkout industry, are beyond our control and may continue to result in reduced demand and pricing pressure on our products, all as discussed in our annual report on Form 10-K for the year ended December 31, 2001. The following discussion of the financial condition and results of operations of our Company should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2001, and the foregoing factors. All dollar amounts are expressed in U.S. dollars. Dollar amounts expressed in millions or thousands of dollars, have been rounded to the nearest million or thousand, respectively. Overview We are the leading provider of self-checkout systems to retailers in the United States based on the current number of consumer self-checkout terminals installed to date. Our principal product is the U-Scan automated self-checkout system, which enables shoppers to scan, bag and pay for their purchases with little or no assistance from store personnel. The U-Scan system can be operated quickly and easily by shoppers and makes the checkout process more convenient. The U-Scan system reduces the cost of checkout transactions to retailers and addresses labor shortage problems by replacing manned checkout counters with our automated self-checkout stations. We believe that the potential market for self-checkout solutions includes applications beyond supermarkets and supercenters. General merchandise stores, home improvement stores and other big-box retailers have begun to purchase self-checkout systems. Other types of stores that we have identified where self-checkout systems could be used include drug stores, convenience stores, warehouse stores, office superstores and toy stores. Our revenue and gross margins vary from quarter to quarter as a result of the level of business volumes, the competitive environment and seasonality of demand. Our quarterly operating results are primarily affected by the level and timing of customer orders. We prepare our consolidated financial statements in accordance with accounting principles which are generally accepted in Canada with a reconciliation to accounting principles - 20 - generally accepted in the United States, as disclosed in note 11 of the notes to our interim consolidated financial statements for the periods ended September 30, 2002 and 2001. Change in accounting policy Effective January 1, 2002, the Company adopted the new recommendations of the Canadian Institute of Chartered Accountants with respect to the accounting for goodwill and other intangible assets. The standard changes the accounting for goodwill from an amortization method to an impairment-only approach. In addition, the standard requires acquired intangible assets to be separately recognized if the benefit of the intangible assets is obtained through contractual or other legal right, or if the intangible assets can be sold, transferred, licensed, rented or exchanged. The change was accounted for prospectively. The Company did not record an amortization of goodwill in the nine months ended September 30, 2002. Goodwill was tested for impairment during the first quarter of fiscal 2002. The fair value of the Alpha Microsystems ("Alpha") business, which was acquired during the second quarter of fiscal 2001 and from which the goodwill arose, was estimated using the expected present value of future cash flows. We considered that there was no impairment in the carrying value of goodwill. Financial Condition Our cash and short-term investment portfolio amounted to $72,683,000 as at September 30, 2002, compared to $104,104,000 as at December 31, 2001. The decrease relates primarily to the repurchase of 535,100 Class "A" shares under the Company's stock repurchase program for a total consideration of $8,684,000, the additional investment in capital assets of $2,811,000, the reduction of income taxes of $4,672,000 as well as the increase in accounts receivable of $14,139,000. The accounts receivable amounted to $23,148,000 at September 30, 2002, of which $10 million was collected in October 2002. Furthermore the Company sold no receivables as at September 30, 2002, whereas $6,469,000 were sold as at December 31, 2001. Our portfolio of short-term investments consists of short-term discounted notes. Our investments are liquid and investment grade. The portfolio is invested in U.S. and Canadian dollar denominated securities, which are short-term to minimize interest rate risk. Our inventory position at September 30, 2002 was $24,303,000, up from $22,355,000 at the end of 2001. This increase is mainly attributable to replacement parts, amounting to $14,837,000 at September 30, 2002 as compared to $12,065,000 at December 31, 2001. The replacement parts inventory increased in order to service additional systems sold during the period. We believe that, considering our current installed base, this level of replacement parts is appropriate for the current servicing and support of our customers. We have no long-term debt. Shareholders' equity at September 30, 2002 was $123,425,000 as compared to $133,473,000 at December 31, 2001. The decrease is attributable to the repurchase of shares under the Company's stock repurchase program for a total consideration of $8,684,000, as well as the net loss for the nine month period of $1,363,000. On February 26, 2002, the Board of Directors approved the stock repurchase program authorizing the Company to purchase up to 750,000 Class "A" shares in the open market. The share repurchase program expires March 4, 2003. - 21 - Results of Operations First Nine Months of 2002 Compared with First Nine Months of 2001 Total revenues decreased by $23,141,000, or 27%, in the first nine months of the year compared to last year. Our sales were impacted by a continued weakness in the economy and in particular the postponement and reduction of information technology spending by our customers, as well as a heightened competitive environment. Total cost of sales decreased by $12,081,000, or 23%, in the nine-month period ended September 2002 compared to the nine-month period ended September 30, 2001. The decrease was consistent with the decrease in sales. Overall, gross margins decreased as a percentage of sales from 38% to 34%. The decrease was mainly attributable to changes in our revenue mix, specifically the increased percentage of total revenues attributable to service. Service revenues carry a lower gross margin than systems revenues. Gross research and development expenses increased by $904,000, or 64%, from 2001 to 2002. As a percentage of total revenues, gross research and development expenses increased from 2% to 4%. Research and development expenses for the nine-month period ended September 30, 2002 included continuing costs of completion of the development of the U-Scan Mobile Attendant(TM) device and the integration of an electronic signature capture interface and process; integration of a biometric access interface and process; a lower profile, smaller footprint U-Scan system; and the improvement of the graphical user interface (GUI). In addition, we are expanding the range of point of sales systems and devices that integrate seamlessly with the U-Scan system, as well as enhancing our automated software updating mechanism in order to broaden our target customer base and better service our existing customers. Selling, general, administrative and operating lease expenses increased by $7,933,000, or 57%, in 2002 compared to 2001. As a percentage of total revenues, these expenses increased from 16% to 36%. The increase was attributable to the following items: the inclusion of the operating costs of Optimal Systems Services (formerly Alpha) which was acquired in May 2001; increased investment in sales and marketing, including, in particular, the expansion of our sales and business development group as well as an increase in trade show activity; and an increase in support and technical staff in order to service the expanded customer base. The Company's net loss was $1,363,000 in the nine-month period compared to net earnings of $11,318,000 in 2001. On a per share basis, the net loss amounted to $0.09 (basic and diluted) compared to net earnings of $0.78 ($0.73 on a diluted basis) in 2001. Effective January 1, 2002, the Company adopted new recommendations of the CICA with respect to the accounting for goodwill and other intangible assets, as disclosed in note 2 (b) of our interim consolidated financial statements. The Company did not record an amortization of goodwill in the nine-month period ended September 30, 2002. For the nine-month period ended September 30, 2001, goodwill amortization represented $81,000. Net earnings excluding amortization of goodwill for 2001 amount to $0.79 ($0.73 on a diluted basis). As a measure of our financial performance, management uses supplementary net earnings of operating performance. Supplementary net earnings exclude the effect of future income taxes on unrealized foreign exchange gains or losses, as disclosed in note 10 (b) of our interim consolidated financial statements. Excluding future income taxes on foreign exchange gains, the - 22 - supplementary measure of net loss was $1,295,000 ($0.09 per share basic and diluted) for the nine-month period ended September 30, 2002. Third Quarter of 2002 Compared with Third Quarter of 2001 Total revenues decreased by $12,367,000, or 37%, in the third quarter of the year compared to last year. Our sales were impacted by a general weakness in the economy and in particular the postponement and reduction of information technology spending by our customers, as well as a heightened competitive environment. Total cost of sales decreased by $6,452,000, or 31%, in the third quarter of 2002 as compared to the same period last year. The decrease was consistent with the decrease in sales. Overall, gross margins decreased as a percentage of sales from 39% to 33%. The decrease was mainly attributable to changes in our revenue mix, specifically the increased percentage of total revenues that are attributable to service. Service revenues carry a lower gross margin than systems revenues. Gross research and development expenses increased by $398,000, or 78%, from 2001 to 2002. As a percentage of total revenues, gross research and development expenses increased from 2% to 4%. Research and development expenses for the three-month period ended September 30, 2002 included continuing costs of completion of the development of the U-Scan Mobile Attendant device and the integration of an electronic signature capture interface and process; integration of a biometric access interface and process; a lower profile, smaller footprint U-Scan system; and the improvement of the graphical user interface (GUI). In addition, we are expanding the range of point of sales systems and devices that integrate seamlessly with the U-Scan system, as well as enhancing our automated software updating mechanism in order to broaden our target customer base and better service our existing customers. Selling, general, administrative and operating lease expenses increased by $2,099,000 or 39%, in 2002 compared to 2001. As a percentage of total revenues, these expenses increased from 16% to 35%. The increase was attributable to the following items: increased investment in sales and marketing, including, in particular, the expansion of our sales and business development group as well as an increase in trade show activity; and an increase in support and technical staff in order to service the expanded customer base. The provision for income taxes amounted to $616,000 in the period. As explained in note 8 to our interim consolidated financial statements, the most significant component is $1.4 million of income taxes related to foreign exchange gains. Because our consolidated financial statements are presented in U.S. dollars, the foreign exchange gains, which for Canadian income tax purposes arise on the conversion into Canadian dollars of our net monetary assets denominated in U.S. dollars, give rise to a tax provision even though these foreign exchange gains and losses do not impact our earnings before income taxes. The Company incurred a net loss of $1,402,000 in the quarter compared to net earnings of $4,551,000 in 2001. On a per share basis the Company incurred a net loss of $0.09 (basic and diluted) compared to net income of $0.30 ($0.28 on a diluted basis) in 2001. There was no material impact on earnings per share for fiscal 2001 as a result of the change in accounting policy related to goodwill and other intangible assets, as disclosed in note 2 (b) of our interim consolidated financial statements. - 23 - As a measure of our financial performance, management uses supplementary net earnings of operating performance. Supplementary net earnings exclude the effect of future income taxes on unrealized foreign exchange gains or losses, as disclosed in note 10 (b) of our interim consolidated financial statements. Excluding future income taxes on the foreign exchange gains, the supplementary measure of net loss for the quarter was $8,000 ($0.00 per share basic and diluted). Liquidity and Capital Resources As of September 30, 2002, we had cash, cash equivalents and short-term investments of $72,683,000 (December 31, 2001 - $104,104,000), and working capital of $113,349,000 (December 31, 2001 - $124,850,000). Operating activities used $19,926,000 of cash and cash equivalents in the first nine months of 2002, compared to $4,503,000 used during the first nine months of 2001. The increase is mainly attributable to the increase in accounts receivable of $14,139,000. The accounts receivable amounted to $23,148, 000 at September 30, 2002, of which $10 million was collected in October 2002. Under an agreement with a Canadian chartered bank, the Company has the right to sell designated accounts receivable to the bank on a non-recourse basis. The Company sold no receivables in the period ended September 30, 2002, whereas $6,469,000 were sold as at December 31, 2001. During the first nine months of 2002, the Company, through its stock repurchase program, repurchased for cancellation 535,100 Class "A" shares at an average price of $16.23, for a total consideration of $8,684,000. In addition, during the first nine months in 2002, the Company did not issue any Class "A" shares pursuant to the exercise of options or warrants, whereas during the first nine months of 2001, the Company issued 1,762,645 Class "A" shares pursuant to the exercise of options and warrants, which resulted in net cash proceeds of $19,421,000. In the first nine months of 2002, the Company invested $2,811,000 (2001- $1,833,000), for capital assets, which principally related to hardware and software computer equipment, testing units, leasehold improvements and patents. We believe that our cash, cash equivalents and short-term investments will be adequate to meet our needs for at least the next 12 months. - 24 - Item 3. Quantitative and Qualitative Disclosures About Market Risk There have been no material changes to market risk, as discussed in our Form 10-K annual report for the year ended December 31, 2001. Item 4. Controls and Procedures As of September 30, 2002 (the "Evaluation Date"), under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as required pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were adequate to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Additionally, our Chief Executive Officer and Chief Financial Officer have determined that there have been no significant changes in our internal controls or in other factors that could significantly affect our internal controls, subsequent to the Evaluation Date. - 25 - PART II. OTHER INFORMATION Item 1. Legal Proceedings In 1995 and 1996, we received a demand letter from the same claimant alleging that U-Scan infringes upon the claimant's patent. In July 1999, this claimant filed a civil action in the United States District Court for the District of Utah against us and PSC, the former assembler of U-Scan, alleging patent infringement. A second party also sent a demand letter to us in 1999, and again in February 2001, alleging a different patent infringement. Although after consultation with counsel, we believe that the former claimant should not prevail in its lawsuit and that the latter claimant should not prevail if a lawsuit is brought to assert its claim, and that these claims will not have a material adverse effect on our business or prospects, no assurance can be given that a court will not find that the system infringes upon one or both of such claimants' rights. A determination by a court that the system infringes upon either of the claimant's rights would have a material adverse effect on our business and results of operations. Kroger and one of its subsidiaries have also been sued by the same claimant in the State of Utah based upon the same issues underlying the suit filed against us in 1999. At our expense, our counsel is also defending Kroger and its subsidiary in such action. Furthermore, we are contractually bound to indemnify Kroger for any damages that it may incur in connection with such suit. We are also party to litigation arising in the normal course of operations. We do not expect the resolution of such matters to have a materially adverse effect on our financial position or results of operations. Item 2. Changes in Securities The registrant has nothing to report under this item. Item 3. Defaults Upon Senior Securities The registrant has nothing to report under this item. Item 4. Submission of Matters to a Vote of Security Holders The registrant has nothing to report under this item. Item 5. Other Information The registrant has nothing to report under this item. - 26 - Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit Number Exhibit ------ ------- 99.1 Certification pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.2 Certification pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. - 27 - 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. OPTIMAL ROBOTICS CORP. Dated: October 30, 2002 By: /s/ Holden L. Ostrin --------------------------------- Holden L. Ostrin Co-Chairman By: /s/ Gary S. Wechsler --------------------------------- Gary S. Wechsler Treasurer and Chief Financial Officer - 28 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Neil S. Wechsler, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Optimal Robotics Corp. (the "Registrant"); 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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-14 and 15d-14) for the Registrant and we have: i) designed such disclosure controls and procedures 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 quarterly report is being prepared; ii) evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and iii) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function): i) all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; and ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and 6. The Registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: October 30, 2002 By: /s/ Neil S. Wechsler ---------------------------------- Neil S. Wechsler Co-Chairman and Chief Executive Officer - 29 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Gary S. Wechsler, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Optimal Robotics Corp. (the "Registrant"); 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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-14 and 15d-14) for the Registrant and we have: i) designed such disclosure controls and procedures 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 quarterly report is being prepared; ii) evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and iii) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function): iv) all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; and v) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and 6. The Registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: October 30, 2002 By: /s/ Gary S. Wechsler ---------------------------------- Gary S. Wechsler Treasurer and Chief Financial Officer - 30 -