UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
|
FORM
10-K
|
x ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the fiscal year ended April 30, 2008
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: 1-5865
|
Gerber
Scientific, Inc.
(Exact
name of registrant as specified in its charter)
|
Connecticut
(State
or other jurisdiction of incorporation or organization)
|
|
06-0640743
(I.R.S.
Employer Identification No.)
|
83
Gerber Road West, South Windsor, Connecticut
(Address
of principal executive offices)
|
|
06074
(Zip
Code)
|
Registrant's
telephone number, including area code: (860)
644-1551
|
Securities
registered pursuant to Section 12(b) of the Act:
|
Title of each
class
|
|
Name of each exchange
on which registered
|
Common
Stock, par value $0.01 per share
|
|
New
York Stock Exchange
|
Securities
registered pursuant to Section 12(g) of the
Act: None
|
Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes ¨ No
x
|
Indicate
by check mark if the registrant is not required to file reports pursuant
to Section 13 or Section 15(d) of the Act. Yes ¨ No
x
|
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 if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. o
|
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large
accelerated filer ¨ Accelerated
filer x Non-accelerated
filer ¨ Smaller
reporting company ¨
|
Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12-b2 of the Act.) Yes ¨ No
x
|
The
aggregate market value of Gerber Scientific, Inc. common stock held by
non-affiliates as of October 31, 2007, which was the last business day of
the registrant's most recently completed second quarter, based on the
reported closing price on the New York Stock Exchange on such date, was
approximately $254,836,000.
|
23,712,684
shares of common stock of the registrant were outstanding as of May 31,
2008, exclusive of treasury shares.
|
DOCUMENTS
INCORPORATED BY REFERENCE
|
Portions
of the 2008 definitive Proxy Statement for the 2008 annual meeting of
shareholders of the registrant, which is expected to be filed within 120
days following the end of the fiscal year covered by this report, are
incorporated by reference into Part III
hereof.
|
GERBER
SCIENTIFIC, INC.
Index
to Annual Report
on
Form 10-K
Fiscal
Year Ended April 30, 2008
|
PART
I
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PAGE
|
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Item
1.
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4-14
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Item
1A.
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14-20
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Item
1B.
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20
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Item
2
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20
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Item
3.
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21
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Item
4.
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21
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22
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PART
II
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Item
5.
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23-24
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Item
6.
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25
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Item
7.
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26-42
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Item
7A.
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42
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Item
8.
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43
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Item
9.
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43
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Item
9A.
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43
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Item
9B.
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43
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PART
III
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|
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Item
10.
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44
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Item
11.
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44
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Item
12.
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44
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Item
13.
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44
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Item
14.
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44
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PART
IV
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Item
15.
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45-77
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78
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GERBER
SCIENTIFIC, INC.
CAUTIONARY
NOTE CONCERNING FACTORS THAT MAY INFLUENCE FUTURE RESULTS
This
Annual Report on Form 10-K contains statements which, to the extent they are not
statements of historical or present fact, constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements are intended to provide management's current
expectations or plans for the future operating and financial performance of
Gerber Scientific, Inc., based on assumptions currently believed to be
reasonable. Forward-looking statements in this Annual Report on Form
10-K can be identified by the use of words such as "believe," "expect,"
"intend," "foresee," "may," "plan," "anticipate" and other words of similar
meaning in connection with a discussion of future operating or financial
performance. All forward-looking statements involve risks and
uncertainties that may cause actual results to differ materially from those
expressed or implied in the forward-looking statements. Some of the
risks and uncertainties that could cause actual results to differ from
expectations are set forth in Item 1A. "Risk Factors" of this Annual Report on
Form 10-K. The Company cannot assure that its financial condition,
results of operations or cash flows will not be adversely affected by one or
more of these risks and uncertainties. Gerber Scientific, Inc. does
not undertake to update any forward-looking statement made in this report or
that may from time to time be made by or on behalf of the Company, except as
required by law.
PART
I
Gerber
Scientific, Inc. and its subsidiaries are hereafter collectively referred to as
the "Company" or the "Registrant."
Overview
The
Company was incorporated in Connecticut in 1948. The Company is a
leading worldwide provider of equipment, software, aftermarket materials and
related services in the sign making and specialty graphics, apparel and flexible
materials and ophthalmic lens processing industries.
The
Company's reportable segments, principal business units and revenue by
reportable segment are shown below.
|
|
For
the fiscal year ended April 30, 2008
|
|
Operating
Segment
|
Principal
Business
|
|
Revenue
(in
millions)
|
|
Percent
of
Revenue
|
|
Sign
Making and Specialty Graphics
|
Gerber
Scientific Products and Spandex
|
|
|
$ |
361.1 |
|
|
|
56 |
% |
Apparel
and Flexible Materials
|
Gerber
Technology
|
|
|
|
207.9 |
|
|
|
33 |
% |
Ophthalmic
Lens Processing
|
Gerber
Coburn
|
|
|
|
71.0 |
|
|
|
11 |
% |
|
|
|
|
$ |
640.0 |
|
|
|
100 |
% |
The
Company is headquartered in Connecticut and has both domestic and international
operations. Revenue from outside the United States, including United
States export sales, was 75 percent of the Company's consolidated revenue for
the year ended April 30, 2008.
Segment
Information
For
financial information about the Company's operating segments and geographic
areas, refer to Note 14 of the Notes to Consolidated Financial Statements set
forth in Part IV, Item 15. "Exhibits, Financial Statement Schedules" of this
Annual Report on Form 10-K, which is incorporated herein by
reference. Certain risks, including those associated with
international operations, are set forth in Item 1A. "Risk Factors,"
below. The following business descriptions provide information about
the Company's segments, principal products and services.
SIGN
MAKING AND SPECIALTY GRAPHICS
Gerber
Scientific Products and Spandex constitute the Company's Sign Making and
Specialty Graphics operating segment.
Gerber
Scientific Products
Gerber
Scientific Products ("GSP"), headquartered in Connecticut, is a provider of
computerized sign making and graphic design equipment, software, aftermarket
materials and related services. GSP's printers, plotters and routers
are used to produce indoor/outdoor durable signs. GSP's
start-to-finish digital design, printing and production products are integrated
through its Matched Technology
System™ to provide sign shops and graphics professionals with
comprehensive engineered solutions for durable vinyl-cutting, digital color
printing and dimensional signage needs. GSP's target market is small
to medium-sized sign printing shops with annual revenues ranging up to $1
million and expands to include graphic arts professionals, printing
chains/franchises (such as FedEx Kinko's, FASTSIGNS and Signs Now), major
corporations and government agencies. GSP sells through a global distribution
network which includes the Company's Spandex distribution network and Canadian
distribution network and through independent distributors in the United States
and internationally. In May 2007, GSP expanded its product line to
include computer aided design ("CAD") and computer aided manufacturing ("CAM")
cutting systems used to produce samples and die boards and to convert short run
production for packaging companies in the corrugated and folding carton
industries.
Products
Equipment
and software
Digital
Imaging Equipment
The
digital imaging market continues to evolve. Inkjet printers have
undergone rapid technological advances. In October 2007, GSP
announced its newest offering in the wide-format ultraviolet ("UV") inkjet
printer marketplace – the GERBER Solara
ion™. Though industry demand for inkjet printers is greater
than the demand for thermal printers, the Company believes that there is a
sustaining role for thermal imaging printers due to their ease of use and the
outdoor durability of the signs produced. GSP's large installed base
of thermal printers provides opportunities to sell other equipment (plotters and
routers), software and aftermarket supplies to existing customers.
Inkjet
Printing
GSP
launched the GERBER
Solara UV2® inkjet
printer during fiscal 2006. The Solara UV2 is a wide format,
ultraviolet inkjet printer that accommodates a variety of affordable, uncoated
flexible or rigid materials up to 60 inches wide. The Solara UV2 is especially
suitable for shops specializing in durable indoor/outdoor signs,
point-of-purchase displays, banners and backlit signage. It produces
prints that are instantly dry and ready to cut, and its use of non-solvent based
inks makes it easier to maintain than similar solvent-based
printers.
In May
2008, GSP announced the successful completion of manufacturing validation
testing ("MVT") of its next generation UV printer, the Solara ion, and that it
commenced shipment of production units to distributors and
end-users. The Solara ion takes advantage of
the Company's patent pending Cold Fire Cure™ process and GerberCAT™ cationic ink
to deliver advanced performance in UV inkjet printing. The low power cure
generates less heat and, combined with flexible ink technology, allows printing
on a wide array of both rigid and flexible substrates with exceptional adhesion,
at speeds which the Company believes are faster than any comparably priced wide
format UV system on the market. The true flat-bed construction of this product
allows precision printing quality otherwise available only with much more
expensive printers. The Solara
ion is the first product in what the Company expects will be a family of
future derivative products using the break-through Cold Fire Cure technology
that are planned to be offered based on this platform.
Thermal
Printing
The GERBER EDGE® FX, introduced
in fiscal 2005, produces graphics that are instantly dry, with no waste, odor,
harmful emissions, or need for ventilation. The EDGE FX offers
excellent image quality on over 30 substrates, including cast, calendered,
magnetic, reflective, metallic and label stock.
Sales of
thermal imaging systems and consumable products accounted for 17 percent of
GSP's sales in fiscal 2008, 21 percent in fiscal 2007 and 25 percent in fiscal
2006.
Plotters
and Routers
GSP's
plotters are used to cut a sign or graphic form from a vinyl
substrate. Routers are used to make 3-D cuts in other signage
materials, such as wood or plastic. GSP's plotter products include
the enVision™ 375,
which is a tabletop sprocket-fed plotter designed for the rigors of everyday use
and a series of 24-, 48- and 62-inch plotters that employ optical positioning
systems to achieve high levels of accuracy called the Gerber P2C™. The
Gerber M Series is a cutting system designed for wide-format graphics and
provides manufacturers of graphics, signs and other rigid and flexible printed
media with versatile tools which can cut, rout and crease a wide variety of
substrates.
Packaging
Systems
In May
2007, GSP expanded its product line to include CAD/CAM cutting systems used to
produce samples and die boards and to convert short run production for packaging
companies in the corrugated and folding carton industries. Products
consist of samplemaking and digital die cutting systems, die tool production
systems and rotary and flat rule die processing systems and incorporate knife,
laser and waterjet cutting technologies.
Software
GSP
software is used to design signs and specialty graphics, as well as to manage
printing and cutting processes. OMEGA™ 2.5 is GSP's most
powerful design and production software and represents the most significant
software product within this segment.
Aftermarket
Supplies
GSP
offers a wide range of aftermarket materials such as color foils (the "ink" used
in thermal printers), adhesive-backed vinyls, banner materials and inks for
inkjet printers. All foil cartridges include the GerberGauge™ marking system,
which is a proprietary system that shows the amount of foil remaining in a
cartridge. GSP also offers UV curable inks for the Solara UV2 and Solara ion systems. These inks are
formulated for the needs of the sign market by providing a balance between
flexibility and durability.
Distribution
GSP
distributes its products, supplies and services through the Spandex distribution
network, its Canadian distribution business and various independent distributors
in the United States and internationally. In the United States, GSP
utilizes distributors that operate in 42 states. None of GSP's
principal distributors individually accounted for more than 10 percent of the
Company's consolidated revenue for the fiscal year ended April 30,
2008.
GSP has
long-standing relationships with the majority of its distributors and believes
that these relationships demonstrate a strong commitment by its distributors to
GSP's existing and future product lines. Historically, there has not
been any material disruption in sales operations as the result of the
termination of key distributors. The time needed to replace any
distributor is estimated not to exceed six to eight weeks.
Raw
Materials
GSP
obtains critical materials from three primary suppliers and original equipment
manufacturers ("OEMs"). GSP purchases cast vinyl from a company with
which GSP has a long-standing relationship. Color foils are supplied
by a leading European provider of roll foils for a wide range of
industries. The thermal transfer print heads used in GSP's imaging
systems are supplied by a Japanese company that is a worldwide leader in the
manufacture of thermal heads for fax and bar code applications. GSP
does not currently have written supply agreements with these
suppliers. No other suppliers are considered
significant.
From
United States shipments, GSP derived 29 percent of its total revenue from sales
of cast vinyl in fiscal 2008, 36 percent in fiscal 2007 and 35 percent in fiscal
2006. It generated 13 percent of its total revenue from sales of
thermal transfer foils in fiscal 2008, 15 percent in fiscal 2007 and 17 percent
in fiscal 2006. Sales of products incorporating thermal transfer
print heads accounted for 5 percent of sales in both fiscal 2008 and 2007, and
were 8 percent in fiscal 2006.
GSP has
not experienced any material delays in obtaining raw materials from any of the
foregoing suppliers. If it terminated its existing supply
relationship with any of these suppliers, GSP estimates that it could obtain
adequate supplies of the applicable raw materials from new suppliers within
approximately one to six months following the termination date, although certain
brand name marketing advantages would be difficult to replace.
Competition
GSP faces
competition in almost all sub-segments of its business, particularly with
respect to the sale of inkjet products and aftermarket materials. GSP
principally competes on the basis of product quality and availability, service
and pricing. However, the Company believes that there are no current
competitors in GSP's industry and market segments that offer the complete
comprehensive range of products and services provided by GSP.
Spandex
Spandex
is a leading trade supplier to the sign making and specialty graphics
industries, with a particular focus on the outdoor durable market
segment. Spandex specializes in the marketing, sales, distribution
and support of digital printing, cutting and routing systems, related
aftermarket materials and consumables, and aluminum sign
systems. Headquartered in Belgium and representing the leading brands
in the industry, Spandex serves approximately 25,000 customers in 16 countries
within Europe, as well as Australia and New Zealand. In addition,
Spandex sells to several other countries through a sub-distribution
network.
Spandex
offers highly competitive market and technical knowledge, strong supplier
relationships and supply chain infrastructure, and a wide array of products and
support services. Most customers are small sign shops that find the
"one-stop shopping" offered by Spandex appealing. Spandex relies
heavily on its ability to provide competitive product offerings from both GSP
and strategic OEM partners. The markets served by Spandex
increasingly emphasize digital products, which encompass both wide format inkjet
equipment and digital aftermarket materials. These markets have seen
a proliferation of equipment suppliers and aftermarket distributors in recent
years. Spandex believes that it can compete effectively as a vertical
provider of differentiated products and services by leveraging its scale of
operations and extensive experience.
Distribution
Relationships
Spandex
acts as a distributor, in some instances on an exclusive basis, for a number of
different equipment and aftermarket consumables suppliers. These
suppliers place a high value on the scope of Spandex's sales and distribution
network and its capabilities. Several of these suppliers also employ
direct sales forces, which can lead to competition with Spandex's product
offerings.
Sourced
Materials
Spandex
purchases critical products from various suppliers, including GSP, and from
various OEMs. In some cases, Spandex uses only one source of supply
for certain products. Historically, Spandex has not experienced
significant difficulties in obtaining timely deliveries of
these products. Increased demand or future unavailability of
these products could result in shipment delays that might adversely
affect Spandex's business. Spandex's management believes that, if
required, it could develop alternative sources of supply for the products
it sells. In the near term, Spandex's management does not
foresee that the potential unavailability of critical products from any
particular source would have a material adverse effect on its overall
business.
Competition
As a
global supplier, Spandex competes with both larger and smaller companies,
depending on the country and market segment being considered. While
Spandex is one of the largest global suppliers in the durable outdoor graphics
marketplace, it competes in certain geographic markets with companies that are
considerably larger than Spandex, including Paperlinx, Antalis and
Océ.
APPAREL
AND FLEXIBLE MATERIALS
The
Company's Apparel and Flexible Materials operating segment markets its products
through the Gerber Technology ("GT") business. GT is a leading
provider of integrated hardware systems and computer software to the sewn
products and flexible materials industries. These hardware and
software systems automate and significantly improve the efficiency of
information management, product design and development, and pre-production and
production processes. GT offers specialized solutions to a variety of
end-user markets, including apparel and retail, industrial fabrics and
composites, transportation interiors and furniture. GT is
headquartered in Connecticut and maintains regional offices, agents and/or
distributors in 125 countries, serving over 17,500 customers. GT
engineers, manufactures and distributes its products in various locations in the
Americas, Europe, Asia and Australia.
GT offers
a comprehensive suite of products that can be used by its customers as
integrated solutions throughout the design
and
manufacturing process, including:
·
|
conceptual
design, advanced CAD pattern-making and marking/nesting
software;
|
·
|
pattern
design digitizers and large format
plotters;
|
·
|
CAM
material spreading and single- and multi-ply cutting
systems;
|
·
|
product
lifecycle management ("PLM") and product data management ("PDM") software,
which are enterprise-wide applications used by apparel brands and
retailers for global management of product activities, and which
facilitate communication of measurement specifications, construction
details, costing and bill of material information among apparel and other
flexible materials designers, raw materials suppliers, makers of the
materials and retailers;
|
·
|
aftermarket
spare parts and consumable materials;
and
|
·
|
customer
training, technical support and comprehensive maintenance and specialized
support services.
|
The table
below shows an approximate percentage of GT's revenue, distributed among
industry segment for the year ended April 30, 2008. This distribution
did not significantly change from the distribution for the fiscal years ended
April 30, 2007 or 2006.
Apparel
and retail
|
|
|
66 |
% |
Industrial
fabrics and composites
|
|
|
14 |
% |
Transportation
interiors
|
|
|
11 |
% |
Furniture
|
|
|
9 |
% |
GT's
customers include market leaders in each of its four key industry
segments. None of GT's customers accounted for more than 10 percent
of segment sales for the year ended April 30, 2008.
In North
America and Europe, GT services a large installed base and continues to pursue
new opportunities to develop key account relationships. Although the
migration of apparel manufacturing to lower labor cost areas has displaced some
opportunities in North America and Europe, these markets still represent a
significant portion of recurring business, including software subscriptions and
sales of aftermarket materials. In addition, the North American and
European markets continue to generate demand for apparel design and development
PLM and PDM software and GT's industrial (non-apparel) software and hardware
solutions, including its technical textile, composite material and leather
cutting systems. The migration of flexible materials manufacturing to
lower labor cost areas and the emergence of new market and supply-chain trends
within the apparel industry are expected to provide GT with continuing growth
opportunities. GT views the growth market countries in Asia,
particularly China, India and Vietnam, as the primary source of significant
future business opportunities. China is GT's fastest growing market and the
world's largest apparel producing nation. GT has 24 sales and service offices
within greater China. During fiscal 2008, revenue within greater
China of $30.5 million represented GT's highest annual revenue to date in that
region.
During
May 2007, the Company opened a sales and service office in Vietnam to serve that
marketplace directly. Prior to May 2007, the Company sold through a
third-party distributor in Vietnam. In April 2008, the Company
officially opened its Advanced Technology Center in Vietnam to provide product
demonstration and training, and to showcase Gerber Technology's
systems.
Equipment
and software
GT's
products enable users to accelerate product development, product management,
design, costing, manufacturing and merchandising activities. They
also increase product quality and reduce staffing needs and
time-to-market.
CAM
Material Spreading and Cutting Systems
GT's
spreading and cutting equipment is designed to reduce labor costs of previously
labor-intensive functions, thereby minimizing material waste and assembly
error.
GT's
Synchron™ line of GERBERspreaders™ delivers
tension-free spreading of materials at speeds of up to 100 meters
per
minute. Its
GERBERsaver™ Flaw Management
System is available as an option to enhance material utilization during
the spreading process. The InfoMark™ Synchron is the
world's only integrated system for automatic printing, positioning and
application of labels during the spreading process. In fiscal 2006,
GT introduced the XLs50, a spreading system specifically designed for apparel
manufacturers in developing markets that require effective automation solutions
at affordable prices.
GT's
cutting systems enhance soft goods manufacturing operating efficiency by
accurately cutting parts from single and multiple layers of flexible materials
such as textiles, leathers, vinyls, plastics, fiberglass and advanced
composites. GT's cutting systems perform quickly, efficiently and
with greater precision than the traditional methods of hand-cutting or
die-cutting. These are offered in single-, medium- and high-ply
models, marketed as GERBERcutter®. All
of GT's GERBERcutters have "Cut Path Intelligence" to control cutting speed for
enhanced quality and output and "Zoned Vacuum Intelligence" to hold material
firmly in place to improve cut quality and reduce power
consumption. GT also offers the Taurus™ automated leather
cutting system with hide scanning, flaw capture and multiple nesting package
capabilities. In April 2007, GT launched the Taurus X Series leather
cutter featuring Pivex® technology. This cutter appeals to industrial
customers, particularly in the transportation sector. In fiscal 2006,
GT introduced a high-ply cutting system, the XLc7000. Similar
to the XLs50 spreader, this product is specifically designed for apparel
manufacturers in developing markets that require effective automation solutions
at affordable prices. In the first quarter of fiscal 2009, GT
launched the Z7 Gerbercutter, a new high
performance multiply cutter that offers customers additional features that
increase throughput, quality and system reporting capability. This is
the first in a planned series of products that will be in the "Z" performance
category.
Plotters
Customers
use GT's plotters to produce accurate design prints on industrial-width paper
for placement on fabric or other materials to provide information relative to
cutting and downstream operations. GT markets the Infinity™ family of thermal
inkjet plotters, designed with input from Hewlett-Packard, and a range of pen
plotter systems. GT designed and engineered the Infinity AE, an advanced
inkjet plotter, which is now produced in China for sale in local Asian
markets.
Software
GT offers
the following major software product lines:
Product
Lifecycle Management Software
PLM
software is an enterprise-wide tool for managing and improving global product
development. Retailers, brand marketers, suppliers and factories
adopt PLM solutions to speed products from concept to market, which is a
critically important challenge driven by increasingly shorter fashion cycles in
the apparel industry. PLM enables web-based collaboration and global
schedule management throughout the fashion lifecycle. PLM allows
precise and secure, real-time communications of product information from
pre-production to retail, reducing supply-chain communications errors and
lowering development costs. During fiscal 2007, GT released Fashion Lifecycle Management,
or FLM®, its brand for PLM, designed to accelerate products to market
with configurable workflow functionality. FLM allows designers and
stores to shrink their concept-to-cash cycle time.
Product
Data Management Software
PDM
software systems reduce lead times, increase the accuracy of prototyping and
improve the quality of information flow along the production
chain. Design and manufacturing processes are increasingly occurring
at geographically separate locations. PDM communication software
enables customers to reduce the margin of contractor error and delivery delays,
increase product quality and help deliver products to market more
quickly. GT's PDM software has been adopted by over 1,000 customers
worldwide. These customers operate more than 13,000 PDM software
licenses. GT's latest release of PDM software is WebPDM™ V5.0.
Conceptual
Design Software
AccuMark™ V-Stitcher is a 3-D
visualization solution that allows true-to-life garment design, fitting and
merchandising.
The
product allows users to streamline their product development process, share
designs over the Internet and reduce the number of physical samples that need to
be created prior to finalizing a production model. Vision Fashion Studio™
is a conceptual design software system. It enables a designer
to sketch or scan styles and conceptualize potential designs using an array of
electronic tools and color palettes. The software also enables the
design of custom fabrics, allows the rework of prints on screen and permits
users to create catalogues and perform other merchandising functions
digitally.
CAD
Pattern-Making and Marking/Nesting Software
AccuMark® software automates
the design and pattern-making, pattern-grading (sizing), marker-making and
nesting functions. GT offers AccuMark to the apparel, transportation
interiors, furniture, industrial fabrics and composites
industries. In the apparel industry, AccuMark pattern design and
grading software is used to draft and digitize new patterns and replicate
existing garments. In addition, the software enables the automatic
generation of markers that maximize the efficiency of material utilization prior
to the cutting process.
AccuNest®
software is automatic marker making software that creates and compacts
markers automatically to deliver improved material yields every
time.
Distribution
GT's
products are sold through its worldwide direct distribution and service network
and through independent agents and distributors. GT's management
recognizes that using a direct sales model in certain regions would likely
increase its overall revenue, but believes that GT's long-standing agent and
distributor network, staffed with knowledgeable individuals who speak the local
language and understand the particular challenges and opportunities of their
markets, represents an ultimately more valuable asset in these
markets. Management continues to evaluate this strategy on an ongoing
basis to determine whether the use of an indirect or direct sales model is more
appropriate.
Raw
Materials
GT
purchases materials, such as computers, computer peripherals, electronic parts
and equipment, from numerous suppliers. Many of these materials are
incorporated directly into GT's manufactured products, while others require
additional processing. In some cases, GT uses only one source of
supply for certain materials. Historically, GT has not experienced
significant difficulties in obtaining timely deliveries of these
materials. Increased demand or future unavailability of these
materials could result in production delays that might adversely affect GT's
business. GT's management believes that, if required, it could
develop alternative sources of supply for the materials it uses. In
the near term, GT's management does not foresee that the potential
unavailability of materials, components or supplies from any particular source
would have a material adverse effect on its overall business.
Competition
GT is a
leading worldwide brand within the apparel and flexible materials market for
computer-controlled material spreading and cutting systems, PLM and PDM
solutions and pattern-making, grading and nesting software. GT faces
intense competition in each of these product areas from companies based in
Europe, such as Lectra and Assyst-Bullmer, and in Japan, such as Takatori and
Toray, which are significant suppliers in their respective
regions. However, GT believes that only Lectra has a product range
and global breadth of distribution network that is comparable to GT's
network. This market dynamic enables GT to compete on a worldwide
basis and support key international accounts as they shift production and
sourcing activities around the world.
OPHTHALMIC
LENS PROCESSING
Gerber
Coburn ("GC"), the Company's Ophthalmic Lens Processing operating segment, is a
leading supplier of equipment, supplies and software to the ophthalmic lens
processing industry. GC designs, manufactures, distributes and
services a broad variety of products including equipment, software and
consumables used in the production of prescription spectacle
eyewear. GC serves customers in a variety of market segments ranging
from wholesale lens production laboratories to retail eyewear chains and
independent eye care professionals such as ophthalmologists, optometrists and
opticians, who perform certain in-office lens processing.
GC's
offering includes equipment and consumables for all lens production steps such
as blocking, fining, polishing and coatings. It also includes
software which translates patient prescription into information used by the
equipment to produce the desired lens. The product line extends to
the finishing areas in which the lens is edged and inspected prior to mounting
in the frame.
The
Company believes that GC's large installed base of products, consisting of over
7,000 customers in approximately 75 countries, provides it with an opportunity
to increase its aftermarket consumables business through expanded product
offerings. Furthermore, the Company believes that the growth market
countries in Asia, Eastern Europe and Latin America represent an important
revenue opportunity. These markets are continuing to develop the
infrastructure to perform sophisticated eye exams for a growing middle class who
are likely to demand more for their prescription eyewear such as anti-reflective
coatings and multi-focal lenses. These additional lens features are
expected to create demand for the type of products offered by GC.
A growing
trend within the ophthalmic industry is the production of free-form (or digital)
lenses. Free-form lens production creates the progressive (no-line
multi-focal) lens surface by way of machining rather than casting or molding
processes, and enables the lens laboratory to provide value-added
characteristics to the lens. The Company believes that GC's recently
introduced Advanced Lens
Processing System satisfies the customer need in response to this growing
market trend.
Equipment
and software
GC's
products reduce the amount of time and number of operations needed to process
prescription lenses. The benefits of GC's comprehensive solutions
include a reduction of production steps, staff training cycles, operating errors
and lens breakage. Benefits also include improved lens quality, less
optical knowledge required by laboratory staff, lower manufacturing costs per
square foot, a clean work environment and the elimination of toxic metals and
coolants. GC's equipment offerings consist of lens surfacing
equipment, coating equipment, finishing equipment and lens inspection
equipment.
Prescription
lenses are generally produced in one of two ways. One method consists
of the use of a "stock lens," in which the initial casting or injection molding
of the lens produces the desired prescription. This method requires
that only the finishing operations be performed. The first step of
the finishing operation is blocking, in which a holding device (a block) is
oriented and attached to the lens. The shape of the frame is "traced"
in a tracer that digitizes the measurements and then communicates them to an
edger. This blocked lens is then "finished," or edged, to match the
shape of the frame onto which it will be mounted.
The other
method starts with a semi-finished lens blank. The blank is surface
blocked and has a curve "generated," or cut, into the lens by a generator to
create the desired prescription. The lens generating process creates
a lens that is geometrically correct, but not optically clear. The
fining process uses abrasive pads to eliminate cutting marks produced during the
generating step. The polishing operation uses a flock-based pad and
slurry-based abrasive to make the lens optically clear. The lens is
then de-blocked and ready for coating or finishing.
Surfacing
Equipment
GC offers
a range of surfacing equipment that uses computer control to create precise
curves on the lenses. GC's lens surface generator offerings include
products to satisfy the needs of labs of all sizes, processing all types of
materials. GC offers the DTL
Generator with Cut-to-Polish and Free-Form options, an affordable and
expandable high-speed system for the wholesale laboratory market. GC
also offers blocking products designed for high throughput manufacturing
environments. The AcuBlock™ Eclipse Surface Blocker™ is a
part of GC's line of lens layout blocking systems. The CMX-50
cylinder machine, a finer and polisher, is offered to address the needs of the
wholesale labs market segment. The Acuity is a finer/polisher
product that appeals to the retail segment of the market. In fiscal
2008, GC launched the MAAT Polishing System for cut-to-polish and free-form lens
production.
GC
recently introduced its Advanced Lens Processing System, which includes the
DTL Generator with
Cut-to-Polish and Free-Form options and the MAAT Polishing System, which
enables free-form lens production to create the progressive (no-line
multi-focal) lens surface by way of machining rather than casting or molding
processes, and enables the lens laboratory
to
provide value-added characteristics to the lens.
Coating
Equipment
GC's
scratch-resistant coating process eliminates waste and reduces operator exposure
to coating materials. The HRC-180 Coater is designed to
meet the needs of wholesale laboratories, is high throughput, and is a
self-contained, fully automated system for the application of high-performance,
scratch resistant coating to all types of plastic and polycarbonate
lenses. For small labs and retail applications, GC offers the Stratum
Lens Coating System.
Finishing
Equipment
Through a
relationship with Essilor International, a leader in ophthalmic products, GC is
able to offer a wide range of finishing equipment such as the Kappa system. GC
also provides finishing systems with drilling capabilities such as the Kappa
CT/CTD system. GC offers the Esprit 3D Lens Finishing
System for international markets.
Lens
Inspection Equipment
Lens
inspection equipment is used to verify the quality and accuracy of the lenses
produced. Certain lens inspection equipment, such as the Dimetrix Lens Inspection and Finish
Blocker, also blocks the lens. Co-developed with Visionix,
Ltd., Dimetrix streamlines lens production by combining finish blocking and lens
power inspection into one device.
Full
Service Laboratory Equipment
GC also
sells a complete ophthalmic lens processing system, Premier Lab™, designed for
retail lens processing. Premier Lab is a compact, full service
laboratory for processing CR39, high-index and polycarbonate
lenses. A Premier Lab includes a frame tracer, blocking system,
surface generator, finer/polisher, coating system, finishing system and related
software.
Software
GC's
software is an important component of its comprehensive solutions, especially
for small laboratories. From simple remote tracing with Innovations
Lite software to a more comprehensive software package such as Innovations
Standard software, GC can provide prescription calculation software necessary to
run an optical laboratory. GC provides worldwide on-site software
installation, training and support by leveraging its internal network of local
service specialists. During fiscal 2008, the Company sold its rights
to the Innovations software product and retained the right to distribute the
product on a worldwide basis.
Distribution
GC
distributes products directly in the United States and Canada. In
other regions of the world, the Company leverages a combination of direct sales
and independent agents to maximize geographic coverage. GC also
participates in industry trade shows in the Americas, Australia, Europe and
Asia. Trade shows often generate a significant source of new sales
leads for GC.
Raw
Materials
GC
purchases materials from numerous suppliers and distributes certain products
from third party OEM providers. Many of the purchased materials are
incorporated directly into GC's manufactured products, while others require
additional processing. GC has not experienced significant
difficulties in obtaining timely deliveries from suppliers or OEM
providers. Increased demand for these materials or products or future
unavailability could result in production delays that might adversely affect
GC's business. GC's management believes that, if required, it could
develop alternative sources of supply for the materials and sourced products
that it uses. In the near term, GC's management does not foresee that
the potential unavailability of materials, components, supplies or products from
any particular source would have a material adverse effect on its overall
business.
Competition
The
combination of technology, value, strategic alliances and distribution has
enabled GC to become a leading supplier of equipment, consumables and software
to the ophthalmic industry. GC's principal competitors in the large
laboratory market segment are Satisloh GmbH and Schneider GmbH. Principal
competitors in the retail and eye care professionals segment are Nidek, Briot
and AIT.
GENERAL
BUSINESS INFORMATION
BACKLOG
The
backlog of firm orders within the Company's operating segments as of April 30,
2008 and 2007 is presented in the table below. The entire backlog as
of April 30, 2008 is expected to be delivered in fiscal 2009.
|
|
April
30,
|
|
In
thousands
|
|
2008
|
|
|
2007
|
|
Sign
Making and Specialty Graphics
|
|
$ |
3,462 |
|
|
$ |
1,557 |
|
Apparel
and Flexible Materials
|
|
|
43,435 |
|
|
|
43,197 |
|
Ophthalmic
Lens Processing
|
|
|
1,440 |
|
|
|
2,600 |
|
|
|
$ |
48,337 |
|
|
$ |
47,354 |
|
The
increase in Sign Making and Specialty Graphics backlog is largely attributable
to the acquisition of Data Technology, which contributed $1.4 million to backlog
as of April 30, 2008. The Sign Making and Specialty Graphics backlog
as of April 30, 2008 did not include orders from the Solara ion, which was
launched in May 2008. The decrease in Ophthalmic Lens Processing
backlog is considered by management to be related to the general conditions of
the United States market and not related to a decline in market
share.
INTELLECTUAL
PROPERTY RIGHTS
The
Company owns and has applications pending for a number of patents in the United
States and other countries, that expire at various points over the next 17 years
and cover many of its products and systems. While the Company
considers such patents and patent applications collectively to be important to
its operations, it does not consider that any patent or patent group related to
a specific product or system to be of such importance that the loss or
expiration of any one or more of them would have a materially adverse effect on
its overall business.
SEASONALITY
GSP and
Spandex's sales of equipment and aftermarket materials are affected by
seasonality in the sign industry, in which demand for these products customarily
peaks in the fall and spring. GT and GC do not experience significant
seasonality trends. Typically the Company realizes the largest
portion of its annual revenue during the fourth fiscal quarter.
RESEARCH
AND DEVELOPMENT
Developing
new and innovative products and broadening the application of the Company's
established products are important to the Company's continued
success. The Company invested $26.2 million in fiscal 2008, $24.3
million in fiscal 2007 and $24.9 million in fiscal 2006 in research and
development activities. The Company develops and designs new products
for its customers to maintain a leading position in providing end-to-end
customer solutions in its markets to the sign making and specialty graphics,
apparel and flexible materials and ophthalmic lens processing
industries.
FINANCING
ACTIVITIES
The
Company has agreements with major financial services institutions to assist
customers in obtaining lease financing to purchase the Company's
equipment. The financial services institutions are the lessor and the
customer is the lessee. The leases typically have terms ranging from
two to six years. As of April 30, 2008, the amount of lease
receivables financed under the agreements between the external financial
services institutions and the lessees was $11.9 million. The
Company's
net
exposure related to recourse provisions under these agreements was approximately
$4.4 million. The equipment sold generally collateralizes the lease
receivables. In the event of default by the lessee, the Company has a
liability to the financial services institution under recourse provisions once
the institution repossesses the equipment from the lessee and returns it to the
Company. In most cases, the Company then can resell the equipment,
the proceeds of which are expected to substantially cover a majority of the
liability to the financial services institution.
EMPLOYEES
The
Company had approximately 2,200 employees as of April 30, 2008. Of
this amount, 63 percent are based outside of the United States.
GOVERNMENT
REGULATION
None of
the Company's principal businesses are directly subject to government regulation
that is material to their businesses.
The
textile and apparel industry is subject to trade laws, government regulations
and Free Trade Agreements but is generally covered by decisions of the World
Trade Organization (the "WTO"). The WTO eliminated quota restrictions
on textile and apparel imports on January 1, 2005. However, a special
safeguard provision was included as part of China's accession to the WTO and has
allowed other WTO members to re-impose quotas on Chinese imports through 2008
and, in the case of severe hardship, through 2013. Reimposed quotas
on China by the European Union expired in December 2007 and re-imposed quotas by
the United States will expire in December 2008. The impact of these
quotas has been minimal and any further extensions would be expected to have an
even lower impact on the Company's Chinese imports.
WEBSITES
AND ADDITIONAL INFORMATION
The
Company's principal executive offices are located at 83 Gerber Road West, South
Windsor, Connecticut 06074. The Company's telephone number is (860)
644-1551 and website address is www.gerberscientific.com. On the
Investor Relations section of the Company's website, access is provided, free of
charge, to the Company's Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q, Current Reports on Form 8-K and any amendments to these reports filed
with, or furnished to, the SEC, in accordance with Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934, as soon as reasonably practicable after the
reports are electronically filed with or furnished to the SEC. The
contents of the Company's website are not a part of this Annual Report on Form
10-K. In addition, the SEC maintains a website, www.sec.gov, which
contains reports, proxy and information statements, and other information filed
by the Company electronically. The public may read and copy any
materials the Company files with the SEC at the SEC's Public Reference Room at
100 F Street, NE, Washington, DC 20549. The public may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330.
In
addition to the other information set forth in this report, you should carefully
consider the following factors, which could materially affect our business,
financial condition or future results. The risks described below are
not the only risks facing the company. Additional risks and
uncertainties not currently known to us or that we currently deem to be
immaterial also may materially adversely affect our business, financial
condition or results of operations.
Company-Wide
Risks
If
the company is unable to continue to develop and commercialize new technologies
and products, the company may experience a decrease in demand for its products
or products could become obsolete.
Management
believes that the company's ability to develop or acquire new technologies is
crucial to success. The company may not be successful in enhancing
existing products or developing or acquiring new products and technologies that
will receive desired or expected levels of market acceptance. In
addition, new products must respond to technological changes and evolving
industry standards. The company's operating results could be
adversely affected if it is unable, for technological or other reasons, to
develop and introduce new products in a timely manner in response to changing
market
conditions
or customer requirements, or if products are introduced late to the market,
thereby resulting in missed opportunities in dynamic, fast-moving markets or do
not achieve market acceptance.
New
product introductions in future periods may also affect the sales of existing
products. As new or enhanced products are introduced, the company
must successfully manage the transition from older products to minimize
disruption in customers' ordering patterns, avoid excessive levels of older
product inventories and ensure that sufficient supplies of new products can be
delivered to meet customers' demands.
The
company's businesses could suffer as a result of manufacturers' or suppliers'
inability or unwillingness to supply the company with systems, parts or
aftermarket consumables on time and to specifications.
Some
hardware and aftermarket consumables products are manufactured to the company's
specifications by either domestic or international manufacturers or
suppliers. The inability or unwillingness of a manufacturer or
supplier to ship such products in a timely manner or to meet quality standards
could cause the company to miss customers' delivery date requirements for those
items, which could result in the cancellation of orders, refusal to accept
deliveries, lost customers, product returns or voluntary reductions in purchase
prices, any of which could have an adverse effect on the company's operating
results and financial condition.
The
company's product development efforts generally have longer-term timetables, on
occasion requiring us to enter into original equipment manufacturer ("OEM")
arrangements to augment product lines.
The
company continually engages in the development of new and enhanced products in
an effort to develop incremental sales and improve gross margins. The
industries in which the company operates are highly competitive and subject to
significant and rapid technological change. In some periods, revenue
growth depends on outsourcing arrangements with OEMs to augment product
lines. If OEMs are not able to supply products reliably, timely, or
at a competitive cost, the company's business may suffer. Further,
the gross margins associated with sales of OEM products tend to be lower than
those associated with internally developed products.
The
company may not benefit
from our acquisition strategy.
As part
of the company's business strategy, management regularly evaluates opportunities
to enhance the company's value by pursuing acquisitions of other
businesses. Management cannot provide any assurance with respect to
the timing, likelihood, size or financial effect of any potential transaction as
the company may not be successful in identifying and consummating acquisitions
or in integrating any newly acquired business into the company's
operations.
The
evaluation of business acquisition opportunities and the integration of any
acquired businesses pose a number of significant risks, including the
following:
·
|
acquisitions
may place significant strain on management, financial and other resources
by requiring the company to expend a substantial amount of time and
resources in the pursuit of acquisitions that may not completed, or to
devote significant attention to the various integration efforts of any
newly acquired businesses, all of which will require the allocation of
limited resources;
|
·
|
acquisitions
may not have an immediate positive impact on the company's cash flows or
results of operations because of transaction-related expenses or higher
operating and administrative expenses that may be incurred in the periods
immediately following an acquisition as the company seeks to integrate the
acquired business into its
operations;
|
·
|
the
company may not be able to eliminate as many redundant costs as
anticipated;
|
·
|
the
company's operating and financial systems and controls and information
services may not be compatible with those of companies that may be
acquired and may not be adequate to support integration efforts, and any
steps taken to improve these systems and controls may not be
sufficient;
|
·
|
growth
through acquisitions could increase the company's need for qualified
personnel, who may not be available;
and
|
·
|
acquired
businesses may have unexpected liabilities and contingencies, which could
be significant.
|
The
company is subject to currency risks, geopolitical risks and other risks as a
result of international operations.
The
company's export sales have generally been made in United States dollars,
although in some territories, principally Western Europe, the company sells in
local currencies. The company's international operations,
including United States export sales, represented approximately 75
percent of the company's revenue for the year ended April 30, 2008.
An
increase in the value of the United States dollar relative to foreign currencies
could make the company's products more expensive and, therefore, potentially
less competitive in foreign markets. For international sales and
expenditures denominated in foreign currencies, the company is subject to risks
associated with currency fluctuations.
The
company expects that revenue from international markets will continue to
represent a significant portion of total revenue. It is costly to
maintain international facilities and operations, promote brand names
internationally and develop localized systems and support
centers. Some of the risks that the company faces as a result of its
international presence include:
·
|
general
geopolitical risks, such as political and economic instability and changes
in diplomatic and trade
relationships;
|
·
|
imposition
of or increases in currency exchange
controls;
|
·
|
potential
inflation in the applicable foreign
economies;
|
·
|
imposition
of or increases in import duties and other tariffs on products;
and
|
·
|
imposition
of or increases in foreign taxation of earnings and withholding on
payments received from
subsidiaries.
|
Part of
the company's strategy over the last few years has been to expand worldwide
market share and decrease costs through strengthening the company's
international distribution network and, to some extent, sourcing materials
locally. The company continues to consider the location of production facilities
closer to end-use customers in international markets. This strategy may heighten
the potential impact of certain of the foregoing risks.
The
company is subject to credit market risk.
Recent
distress in the credit and financial markets has reduced liquidity and credit
availability and increased volatility in prices of
securities. Investments subject to credit market risk as of April 30,
2008 include investments held on behalf of the company's nonqualified
supplemental pension plan in rabbi trust and within the Gerber Scientific, Inc.
and Participating Subsidiaries Pension Plan. Credit market risk could
negatively impact the company's lenders' ability and willingness to fund the
commitment amount of the credit facility and suppliers being able to deliver
goods in accordance with their commitments. Additionally, credit
market risk could adversely impact the performance of the company's investments
in its pension plans, resulting in unrealized temporary losses, realized losses,
or a decline in the funded status of its pension plan.
There
could be unforeseen environmental costs that may adversely affect the company's
future net earnings.
The
company operates and competes on a global basis and must conform to applicable
environmental, health and safety ("EH&S") laws and regulations wherever the
company operates, and in some cases, wherever products are sold. If
the company fails to comply with any present or future EH&S laws or
regulations, it could incur liabilities, including monetary, civil and criminal
penalties and liabilities resulting from the suspension of sales of noncompliant
products.
EH&S
laws and regulations have generally affected the company's manufacturing and
warehousing operations and regulated the storage, use, discharge and disposal of
the chemicals employed in manufacturing products. However, new and emerging
EH&S legislation is now aimed at regulating the chemical composition of
finished products and establishing requirements for the end-of-life collection,
recovery, reuse, recycling, treatment and environmentally sound disposal of the
products themselves. Such legislation has recently gone into effect within the
European Union and similar legislation is currently proposed for
China. As these new EH&S laws and regulations emerge across the
global community, it can be difficult to assess how they will be interpreted,
how they will be implemented and how they will be enforced by regulators within
the various countries and jurisdictions. It can be equally difficult
to assess the potential costs that might be associated should there occur
instances of noncompliance.
Uncertainty
continues to exist with respect to certain effective European Union
legislation. One European Union directive restricts the use of
certain hazardous substances in listed categories of electrical and electronic
equipment, and another
directive
mandates the collection, reuse, recycling, treatment and environmentally sound
disposal of listed categories of electrical and electronic equipment at the end
of its useful life. If alleged to be in noncompliance with this or
other European Union directives affecting finished products, the company could
be required to pay significant legal fees in defense of its positions and, if
unsuccessful, could be required to suspend sales of noncompliant products within
certain European Union countries. The suspension of product sales
could cause the breach of a contractual obligation and result in the company
being directly or indirectly liable for costs, penalties or third-party
claims. A sustained finding of noncompliance could additionally
require the company to incur significant expenses associated with the redesign
or reengineering of products or manufacturing processes, or incur expenses
associated with the possible recall of any noncompliant product and/or the
management of historical waste products.
The
intellectual property of the company's businesses, though protected by patents
and trademarks, may be at risk when the company manufactures at foreign
locations.
As some
of the Company's manufacturing operations are shifting offshore, there is a risk
of having patented products reverse-engineered and rebuilt by a local
competitor. In some countries, such as China, the company cannot
guarantee that its intellectual property rights will be
protected. Management considers patents and patent applications
collectively to be important to the company's operations and has established
controls to help secure intellectual property. These controls may not
prove to be effective in all circumstances.
The
company's businesses are subject to fluctuations in operating results due to
general economic conditions, specific economic conditions in the industries in
which it operates and other external forces.
The
company's businesses and operations could be affected by the following, among
other factors:
·
|
changes
in general economic conditions and specific conditions in industries in
which the company's businesses operate that can result in the deferral or
reduction of purchases by end-use
customers;
|
·
|
changes
in the level of global corporate spending on technologies related to such
economic conditions;
|
·
|
the
effects of terrorist activity and international conflicts, which could
lead to business interruptions;
|
·
|
the
size and timing of significant orders, which can be
non-recurring;
|
·
|
product
configuration and mix;
|
·
|
market
acceptance of new products and product
enhancements;
|
·
|
announcements,
introductions and transitions of new products by the company or the
company's competitors;
|
·
|
deferrals
of customer orders in anticipation of new products or product enhancements
introduced by the company or the company's
competitors;
|
·
|
changes
in pricing in response to competitive pricing
actions;
|
·
|
the
level of expenditures on research and development and sales and marketing
programs;
|
·
|
the
company's ability to achieve targeted cost
reductions;
|
·
|
rising
interest rates; and
|
At
various times in recent years, markets for one or more of the company's main
products have been characterized by falling prices, unstable exchange rates,
weaker global demand and shifting production bases. In this type of environment,
the company's ability to achieve and sustain profitability may depend to a great
degree on the ability to reduce costs, including the costs of sourced materials,
manage the supply chain, increase productivity levels, reposition the company
within higher value-added market segments and establish a production presence in
geographic areas outside the United States.
Management
believes that diversification of the company's businesses across multiple
industries and geographically has helped, and should continue to help limit, the
effect of adverse market conditions in any one industry or the economy of any
one country or region on consolidated results. Nonetheless, the
effect of adverse conditions in one or more industries or regions may not be
limited or offset in the future.
The
company's results are subject to fluctuations in costs of purchased finished
goods, components and aftermarket consumables.
The
company depends on finished equipment, component parts and other materials from
suppliers to manufacture and distribute the systems the company
sells. Each of the business units also relies on suppliers for
certain aftermarket consumable materials it sells through
directly. Fluctuations in the prices of such equipment, components
and materials, whether caused by market demand, shortages, currency exchange
rates, or other factors, could adversely affect the cost basis for the
production, delivery or maintenance of the company's products and, in turn, have
an adverse effect on its results of operations, financial condition, and cash
flows.
The
company faces intense competition in each of its principal business
units.
Competition
has intensified in recent years within each market segment in which the company
operates. Unless the company's business units can effectively
implement strategies to lower costs, enhance the rate of product development,
stimulate revenue growth, expand the geographic reach of operations and leverage
brand names and distribution networks, the company may experience a decline in
operating results, and a deterioration of financial condition and cash
flows.
Any
significant impairment of the company's goodwill would lead to a decrease in the
company's assets and reduction in the company's net operating
performance.
Approximately
16 percent of the company's assets consisted of goodwill as of April 30,
2008. If the company makes changes in its business strategy or if
market or other conditions adversely affect business operations, the company may
be forced to record an impairment charge, which would lead to decreased assets
and a reduction in net operating performance. The company tests
goodwill for impairment annually or whenever events or changes in circumstances
indicate impairment may have occurred. If the testing performed
indicates that impairment has occurred, the company is required to record an
impairment charge for the difference between the carrying value of the goodwill
and the implied fair value of the goodwill in the period the determination is
made. The testing of goodwill for impairment requires the company to
make significant estimates about the future performance and cash flows of the
company, as well as other assumptions. These estimates can be
affected by numerous factors, including changes in economic, industry or market
conditions, changes in underlying business operations, future reporting unit
operating performance, existing or new product market acceptance, changes in
competition or changes in technologies. Any changes in key
assumptions, or actual performance compared with those assumptions, about the
business and its future prospects or other assumptions could affect the fair
value of one or more reporting units which may result in an impairment
charge.
Risks
Relating to the Sign Making and Specialty Graphics Segment
Gerber
Scientific Products must enhance and diversify its product lines and accelerate
the pace of new product development, or risk a loss of market share and
declining operating results.
Gerber
Scientific Products must enhance and diversify its product lines to make sign
and specialty graphics production more efficient and cost
effective. Gerber Scientific Products also must respond to the
transition of sign shops to lower-cost inkjet imaging systems, calendered vinyls
and digital media systems. Product development may be outpaced by
advances in inks, substrate materials or print head technology that could alter
what end-use customers deem to be the preferred equipment and, in turn,
adversely affect the level of market acceptance of Gerber Scientific Product's
future equipment offerings.
If
aftermarket suppliers decide to sell to its customers directly, operating
results would be adversely affected.
Most
aftermarket products are supplied on an OEM basis from large industry
suppliers. Although the company believes there are alternative
sources of supply, the company would need to compete with its current suppliers
if they decide to sell directly to the company's customers, which could
adversely affect this segment's operations.
The
non-renewal by any of Gerber Scientific Products' key United States distributors
of annual distribution agreements could adversely affect this segment's
operating results.
As a
significant percentage of Gerber Scientific Products' revenue is represented by
its principal United States distributors,
the
non-renewal by some or all of the annual distribution agreements could adversely
affect the segment's operating results. Additionally, there is the
further risk that distributors may compete directly in the distribution of
inkjet imaging products.
If
the company does not choose the right products to distribute to its end-use
customers and distributors, its market position and operating results may
suffer.
A failure
to meet customer requirements could have a negative effect on this segment's
market position and operating results. Gerber Scientific Products, as
an original equipment manufacturer, and Spandex, as a distributor, must respond
to the evolving product needs of their end-use customers. To maintain
relationships with customers, Gerber Scientific Products and Spandex must
distribute the products that meet customer specifications. They must
also ensure that the products are operating correctly and that sales personnel
and technicians are properly trained concerning the capabilities and calibration
of new products. In light of the increased pace of technological
advances and the proliferation of new products due to low industry barriers to
entry, end-use customers have become increasingly dependent on the company to
perform these functions and have this expertise. To meet these
objectives, Gerber Scientific Products and Spandex must carefully manage
relationships with equipment and aftermarket consumables suppliers, making sure
that they are satisfied with performance and services.
Risks
Relating to the Apparel and Flexible Materials Segment
Gerber
Technology's markets are inherently tied to regional and global economic
conditions and levels of capital investment and, as such, are difficult to
predict.
The
apparel, textile, furniture and transportation industries, particularly in the
United States, Europe, China and Japan, are highly dependent on external
economic factors. In addition, the retail apparel industry is
inventory-driven. As a result, Gerber Technology's business sales
volumes on occasion may reflect significant variations in periods as short as
one month.
Gerber
Technology may face increased competition in the future from manufacturers of
low-end products, which could lead to loss of market share, declining prices and
margins.
A failure
by Gerber Technology to respond effectively to increased competition in sales of
low-end products, which may require further steps to reduce Gerber Technology's
cost of production, may result in a loss of market share and otherwise adversely
affect this segment's operating results. Low-end products,
particularly CAD systems, have experienced increased usage in growth markets
such as China, India and Eastern Europe. Although these products tend
to be local in their distribution, thereby minimizing shipping costs, import
duties and the cost of obtaining an import license, but there is a risk that
these products will be distributed regionally. Further, the
introduction by competitors of spreaders and plotters in some developing
countries could result in more intense competition in growth market countries
that are expected to provide significant growth opportunities for Gerber
Technology.
The
impact of the phasing out of trade quotas for the apparel and textile industries
and for Gerber Technology is not fully known.
The
elimination of trade quota restrictions on textile and apparel imports may
contribute to a significant consolidation in apparel and textile sourcing that
could hurt many countries whose exports of textiles and apparel account for a
very high percentage of their export earnings or their gross domestic
product. Although Gerber Technology is seeking to position its
business to respond to the changes that may result from the lifting of the trade
quotas, the nature and impact of those changes cannot be fully known or
assessed. Gerber Technology's strategy of investing in key emerging
markets, particularly China, may not produce the expected results in light of
the changing market conditions.
Risks
Relating to the Ophthalmic Lens Processing Segment
Gerber
Coburn's quarterly and annual operating results are subject to variation
resulting from significant, but sometimes non-recurring, orders from key
customers.
Although
Gerber Coburn has an installed customer base of over 7,000 customers, its
quarterly and annual operating results can vary depending on the timing and
level of larger orders for its equipment and aftermarket
consumables. These orders may be of a periodic or non-recurring
nature, the timing of which may be driven by market forces to which the customer
is
seeking
to respond, and not all of which can be anticipated. The variability
of Gerber Coburn's periodic operating results may also be heightened as a result
of the consolidation occurring within the optical lens industry.
Gerber
Coburn must successfully perform under agreements for the distribution of key
distributor products or face the risk that those distribution agreements may not
be renewed.
A portion
of Gerber Coburn's revenue comes from the sales of products that are developed
and manufactured by third parties. Gerber Coburn's distribution
rights are contractually tied to performance levels which include sales
minimums. In the event that those performance levels are not
achieved, Gerber Coburn may risk the loss of distribution rights for the
affected products, which could adversely affect Gerber Coburn's operating
results.
Gerber
Coburn must successfully respond to market demands for new products, in the area
of direct surfacing, or risk the loss of market share to
competitors.
A growing
demand within the ophthalmic laboratory segment is that of direct surfacing,
sometimes called digital surfacing or free-form lens
processing. Direct surfacing requires new, more precise and more
complex equipment which Gerber Coburn has had under development and recently
launched in the fourth quarter of fiscal 2008. If Gerber Coburn's
equipment does not achieve sufficient market acceptance, this segment could
experience adverse operating results and a loss of market share.
None.
As of April 30, 2008, the Company
maintained facilities at the following locations:
Type
of Facility
|
|
Location
|
Square
Feet
|
|
|
|
Corporate
headquarters / manufacturing / office (L) (1,3)
|
South
Windsor, Connecticut
|
250,000
|
Manufacturing
/ office (O) (1,2,3)
|
Tolland,
Connecticut
|
224,000
|
Manufacturing
/ office (L) (4,5)
|
Manchester,
Connecticut
|
118,000
|
Manufacturing
/ office (O) (1)
|
Lancaster,
England
|
125,000
|
Manufacturing
/ office (L) (2)
|
Ikast,
Denmark
|
64,000
|
Manufacturing
/ office (O) (1)
|
Achern,
Germany
|
56,000
|
Warehouse
/ sales and service office (L) (1,5)
|
Bristol,
England
|
110,000
|
Warehouse
/ sales and service office (O) (4)
|
Adelaide,
Australia
|
17,000
|
Warehouses
/ sales and service offices (L) (1,2,3)
|
Various
|
596,000
|
|
|
|
(O)
|
Company-owned
|
(L)
|
Leased
|
|
|
(1)
|
Sign
Making and Specialty Graphics
|
(2)
|
Apparel
and Flexible Materials
|
(3)
|
Ophthalmic
Lens Processing
|
(4)
|
Unoccupied. Australia
facility is held for sale as of April 30, 2008.
|
(5)
|
As
of April 30, 2008, the Company sublet 49,100 square feet in Manchester,
Connecticut and 32,585 square feet in Bristol, England to independent
third parties. These subleases expire over various
periods.
|
Management
believes that the Company's facilities, which are utilized primarily on a
single-shift basis with overtime, are adequate to meet the Company's current
requirements. The Company's leases for warehouse and sales and
service office space are generally on a short-term basis. Rentals for
leased facilities aggregated $10.0 million in fiscal 2008. The
Company owns most machinery and equipment used in its operations and leases the
remainder. In fiscal 2008, the aggregate rental payments under such
leases totaled $3.4 million. For additional information about the
Company's leases, see Note 15 of the Notes to Consolidated Financial Statements
in Item 15 of this Annual Report on Form 10-K.
The
Company is subject to governmental audits and proceedings and various claims and
litigation relating to matters incidental to its business. While the
outcome of current pending matters cannot be predicted definitively, management,
after reviewing such matters and claims and consulting with the Company's
internal and external counsel and considering any applicable insurance coverage,
does not believe that the ultimate resolution of any current pending claims or
litigation will have a material adverse impact on the Company's consolidated
financial position, results of operations, cash flows, liquidity or competitive
position.
No
matters were submitted to a vote of the security holders during the fourth
quarter of the fiscal year ended April 30, 2008.
The
following table presents, as of April 30, 2008, certain information below about
each of the Company's executive officers and certain significant employees over
the past five years, including positions held with other companies and with
subsidiaries of the Company. All officers serve at the pleasure of
the Board of Directors.
Name
|
Age
|
Position
as of April 30, 2008
and
Date of Initial Appointment
|
|
Other
Business Experience Since April 30, 2003
|
Marc
T. Giles
|
52
|
President
and Chief Executive Officer (November 29, 2001)
|
|
---
|
|
|
|
|
|
Michael
R. Elia
|
49
|
Executive
Vice President and Chief Financial Officer (April 15,
2008)
|
|
Chief
Financial Officer, Risk Management Solutions, Inc. (January 2008 – April
2008), a specialty service provider for the insured and alternative risk
marketplace; Senior Vice President and Chief Financial Officer of
FastenTech, Inc. (January 2004 - December 2007), a global metal products
manufacturer; Owner, private financial and marketing services consulting
company (May 2003 - December 2004); Senior Vice President and Chief
Financial Officer, Insilco Holding Company (June 1999 - April 2003), a
diversified manufacturer of electronic and telecommunications
components.
|
|
|
|
|
|
James
S. Arthurs
|
64
|
Senior
Vice President (September 30, 2002); President Asia-Pacific, Gerber
Scientific, Inc. (February 1, 2005)
|
|
President,
Gerber Technology (September 2002 - January 2005)
|
|
|
|
|
|
William
V. Grickis, Jr.
|
57
|
Senior
Vice President and General Counsel (October 1, 2003); Secretary (November
20, 2003)
|
|
Private
legal practice (May 2002 - September 2003)
|
|
|
|
|
|
John
R. Hancock
|
61
|
Senior
Vice President (December 7, 2001); President, Gerber Technology (February
1, 2005)
|
|
President,
Gerber Coburn Optical (December 2001 - February 2005)
|
|
|
|
|
|
John
D. Henderson
|
47
|
Vice
President, Project Management Office (May 1, 2006)
|
|
Executive
Director, Project Management Office (July 2004 - April 2006);
Director,
Customer Service - Americas (January 2003 - June
2004)
|
|
|
|
|
|
Alex
F. Incera
|
44
|
General
Manager, Gerber Coburn (January 23, 2008)
|
|
Executive
Director of Marketing, Gerber Coburn (October 2006 – January 2008); Vice
President of Engineering, Gerber Coburn (March 1999-October
2006)
|
|
|
|
|
|
John
J. Krawczynski
|
36
|
Vice
President, Chief Accounting Officer and Corporate Controller (September 5,
2005)
|
|
Controller,
Lydall, Inc. (May 2004 - August 2005), manufacturer of thermal/acoustical
and filtration/separation products; Assistant Controller, Lydall, Inc.
(November 2001 - April 2004)
|
|
|
|
|
|
Rodney
W. Larson
|
50
|
Senior
Vice President (May 1, 2007); President, Spandex (July 1,
2007)
|
|
President,
Gerber Coburn (March 2006); Independent consultant (2005 – April 2007);
VP, Sales and Marketing, Key Technology (2003 - 2005) developer of
automated inspection, sorting and material conveying solutions for process
industries
|
|
|
|
|
|
Stephen
P. Lovass
|
38
|
Senior
Vice President; President, Gerber Scientific Products (February 11, 2008);
President, Gerber Coburn (July 1, 2007)
|
|
Vice
President; President, Spandex (November 2006); Interim Group Managing
Director, Spandex Ltd. (February 2005 - November 2006); VP, Marketing and
Business Development, Spandex Ltd. (April 2004 - February 2005); Executive
Director, Product Management and Marketing, Gerber Technology (May 2001 -
March 2004)
|
|
|
|
|
|
Joseph
R. Mele
|
56
|
Senior
Vice President, Operations (January 2, 2008)
|
|
Partner,
Lean Horizons Consulting (January 2006 - December 2007); Partner,
Accenture (February 1998 – December 2005), global management consulting,
technology services and outsourcing company
|
|
|
|
|
|
Jay
Wickliff
|
56
|
Vice
President; Global Human Resources (September 1, 2006)
|
|
Executive
Director, Human Resources (January 2002 - September
2006)
|
PART
II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND
ISSUER
PURCHASES OF EQUITY SECURITIES
Market
Information
The
Company's common stock is listed on the New York Stock Exchange under the symbol
"GRB." The following table provides information about the range of reported sale
prices of the Company's common stock on the New York Stock Exchange for each
fiscal quarter during the last two fiscal years, as reported by the New York
Stock Exchange.
|
|
High
|
|
|
Low
|
|
|
Close
|
|
Fiscal
2008
|
|
|
|
|
|
|
|
|
|
First
Quarter
|
|
$ |
13.25 |
|
|
$ |
9.76 |
|
|
$ |
10.38 |
|
Second
Quarter
|
|
$ |
11.94 |
|
|
$ |
9.74 |
|
|
$ |
11.05 |
|
Third
Quarter
|
|
$ |
11.24 |
|
|
$ |
8.25 |
|
|
$ |
8.80 |
|
Fourth
Quarter
|
|
$ |
9.68 |
|
|
$ |
7.56 |
|
|
$ |
9.27 |
|
Fiscal
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
First
Quarter
|
|
$ |
15.59 |
|
|
$ |
9.55 |
|
|
$ |
15.33 |
|
Second
Quarter
|
|
$ |
16.80 |
|
|
$ |
13.17 |
|
|
$ |
14.61 |
|
Third
Quarter
|
|
$ |
14.99 |
|
|
$ |
11.33 |
|
|
$ |
12.33 |
|
Fourth
Quarter
|
|
$ |
12.98 |
|
|
$ |
9.86 |
|
|
$ |
10.01 |
|
Record
Holders
As of May
31, 2008, the Company had 788 holders of record of its common
stock.
Dividend
Policy
The
Company does not expect to pay cash dividends on its common stock for the
foreseeable future. Any future determination to pay cash dividends
will be at the discretion of the Board of Directors and will depend upon the
Company's financial condition, operating results, cash flows, capital
requirements and other factors that the Board of Directors may deem
relevant. Under the terms of its current credit facility, the Company
is restricted in making cash dividend payments, which may not exceed 25 percent
of the preceding year's net income.
Recent
Sales of Unregistered Securities
No
reportable matters occurred during the fiscal quarter ended April 30,
2008.
Stock
Repurchase Plan
Pursuant
to a November 1998 Board of Directors' resolution, the Company was authorized to
purchase up to 3.0 million shares of its outstanding common stock over an
indeterminate period of time, as in the opinion of management, if market
conditions warrant. Under this authorization, the Company purchased
1.0 million shares in fiscal 2000. As of April 30, 2008, the Company
could purchase up to an additional 2.0 million shares.
Performance
Graph
The
following performance graph shall not be deemed to be incorporated by reference
by means of any general statement incorporating by reference this Annual Report
on Form 10-K into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent that the Company specifically
incorporates such information by reference, and shall not be otherwise deemed
filed under such Acts.
The
following graph compares the cumulative return on the Company’s shares over the
past five years with the cumulative total return on shares of companies
comprising the Standard & Poor’s SmallCap 600 Index and the Dow Jones
US Electronic Equipment Index. Cumulative total return is measured assuming an
initial investment of $100 on April 30, 2003, including reinvestment of
dividends. Due to the diversity of niche businesses that the Company
participates in, it is difficult to identify a reasonable peer group or one
industry or line-of-business index for comparison purposes. Thus, the Company
has chosen to compare its performance to the Standard & Poor’s SmallCap
600 Index (which includes the Company as a constituent) and to the Dow Jones US
Electronic Equipment Index.
|
|
Apr-03
|
|
|
Apr-04
|
|
|
Apr-05
|
|
|
Apr-06
|
|
|
Apr-07
|
|
|
Apr-08
|
|
Gerber
Scientific Inc.
|
|
$ |
100 |
|
|
$ |
73 |
|
|
$ |
86 |
|
|
$ |
126 |
|
|
$ |
121 |
|
|
$ |
112 |
|
S&P
SmallCap 600 ©
|
|
$ |
100 |
|
|
$ |
140 |
|
|
$ |
155 |
|
|
$ |
203 |
|
|
$ |
219 |
|
|
$ |
199 |
|
Dow
Jones US Electronic Equipment Index
|
|
$ |
100 |
|
|
$ |
145 |
|
|
$ |
138 |
|
|
$ |
193 |
|
|
$ |
205 |
|
|
$ |
214 |
|
Copyright
© 2007, Standard & Poor's, a division of The McGraw-Hill Companies,
Inc. All rights reserved.
|
|
Chief
Executive Officer and Chief Financial Officer Certifications
The
Company has filed with the SEC as Exhibits to this Annual Report on Form 10-K
the certifications of the Company's Chief Executive Officer and Chief Financial
Officer required under Section 302 of the Sarbanes-Oxley Act of 2002 and SEC
Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934
regarding the Company's financial statements, internal control over financial
reporting, disclosure controls and procedures and other matters. In
addition, following the fiscal 2007 annual meeting of shareholders, the Company
submitted to the NYSE in a timely manner the annual certification of the Chief
Executive Officer required under Section 303A.12(a) of the NYSE Listed Company
Manual, that he was not aware of any violation by the Company of the NYSE
Corporate Governance Listing Standards.
The
following table presents selected financial data as of and for the fiscal years
ended April 30, 2008, 2007, 2006, 2005 and 2004. The selected
financial data was derived from the Company's audited financial
statements. The selected financial data should be read together with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included in Item 7 of this Annual Report on Form 10-K and the
audited consolidated financial statements, including the notes thereto, included
in Item 15 of this Annual Report on Form 10-K.
|
|
For
the Fiscal Years Ended April 30,
|
|
In
thousands except per share amounts
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
Revenue
|
|
$ |
640,017 |
|
|
$ |
574,798 |
|
|
$ |
530,418 |
|
|
$ |
517,322 |
|
|
$ |
516,816 |
|
Income
(loss) before cumulative effect of a change in accounting
principle
|
|
$ |
14,504 |
|
|
$ |
13,508 |
|
|
$ |
2,984 |
|
|
$ |
(5,638 |
) |
|
$ |
4,581 |
|
Per
common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.62 |
|
|
$ |
0.59 |
|
|
$ |
0.13 |
|
|
$ |
(0.25 |
) |
|
$ |
0.21 |
|
Diluted
|
|
$ |
0.61 |
|
|
$ |
0.58 |
|
|
$ |
0.13 |
|
|
$ |
(0.25 |
) |
|
$ |
0.20 |
|
Net
income (loss)
|
|
$ |
14,504 |
|
|
$ |
13,508 |
|
|
$ |
2,644 |
|
|
$ |
(5,638 |
) |
|
$ |
4,581 |
|
Per
common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.62 |
|
|
$ |
0.59 |
|
|
$ |
0.12 |
|
|
$ |
(0.25 |
) |
|
$ |
0.21 |
|
Diluted
|
|
$ |
0.61 |
|
|
$ |
0.58 |
|
|
$ |
0.12 |
|
|
$ |
(0.25 |
) |
|
$ |
0.20 |
|
Total
assets
|
|
$ |
378,539 |
|
|
$ |
335,962 |
|
|
$ |
310,480 |
|
|
$ |
313,319 |
|
|
$ |
291,290 |
|
Long-term
debt (includes current maturities)
|
|
$ |
42,000 |
|
|
$ |
31,836 |
|
|
$ |
7,120 |
|
|
$ |
45,742 |
|
|
$ |
59,021 |
|
Shareholders'
equity
|
|
$ |
169,563 |
|
|
$ |
144,481 |
|
|
$ |
125,616 |
|
|
$ |
115,715 |
|
|
$ |
117,441 |
|
During
fiscal 2008, the Company adopted the provisions of Financial Accounting
Standards Board ("FASB") Interpretation No. 48, Accounting for the Uncertainty in
Income Taxes – an interpretation of FASB Statement 109, and recorded a
$2.4 million decrease to equity.
During
fiscal 2007, the Company adopted the provisions of FASB Statement of Financial
Accounting Standards No. 123R, Share-Based Payment, and
recorded $1.0 million in stock based-compensation expense related to stock
options, net of tax ($0.04 per diluted share) for the fiscal year ended April
30, 2007. The Company also adopted the provisions of FASB Statement
of Financial Accounting Standards No. 158, Employers' Accounting for Defined
Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements
No. 87, 88, 106 and 132(R) ("SFAS 158"). The adoption of SFAS
158 resulted in a $4.2 million increase to total assets, a $0.5 million increase
to other accrued liabilities and total current liabilities, a $12.6 million
increase to other long-term liabilities, and a $8.9 million decrease to equity,
net of tax.
During
fiscal 2006, the Company adopted the provisions of FASB Interpretation No. 47,
Accounting for Contingent
Asset Retirement Obligations, and recorded a cumulative effect of a
change in accounting principle of $0.3 million, net of tax ($0.01 per diluted
share).
The
results for fiscal 2005 included after-tax corrections of prior periods of $0.8
million ($0.04 per diluted share), primarily associated with the accounting for
an operating lease containing minimum rent escalations and the accounting in
fiscal 2001 for an intercompany transaction.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
CAUTIONARY
NOTE CONCERNING FACTORS THAT MAY INFLUENCE FUTURE RESULTS
This
Management's Discussion and Analysis of Financial Condition and Results of
Operations contains statements which, to the extent they are not statements of
historical or present fact, constitute "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Act of 1934. These forward-looking statements are intended
to provide management's current expectations or plans for the future operating
and financial performance of the Company, based on assumptions currently
believed to be reasonable. Forward-looking statements can be
identified by the use of words such as "believe," "expect," "intend," "foresee,"
"may," "plan," "anticipate" and other words of similar meaning in connection
with a discussion of future operating or financial performance. These
include, among others, statements relating to:
·
|
expected
financial condition, future earnings, levels of growth, or other measures
of financial performance, or the future size of market segments or
geographic markets;
|
·
|
future
cash flows and uses of cash and debt reduction
strategies;
|
·
|
prospective
product developments and business growth opportunities, as well as
competitor product developments;
|
·
|
demand
for the Company's products and
services;
|
·
|
the
impact of recently enacted and proposed international environmental laws
on the Company's international
revenue;
|
·
|
methods
of and costs associated with potential geographic
expansion;
|
·
|
regulatory
and market developments and the impact of such developments on future
operating results;
|
·
|
potential
impacts from credit market risk;
|
·
|
future
effective income tax rates;
|
·
|
the
outcome of contingencies;
|
·
|
the
availability and cost of raw materials;
and
|
·
|
pension
plan assumptions and future
contributions.
|
All
forward-looking statements involve risks and uncertainties that may cause actual
results to differ materially from those expressed or implied in the
forward-looking statements. Some of these risks and uncertainties are
set forth in Item 1A, "Risk Factors" of this Annual Report on Form
10-K. The Company cannot assure that its results of operations,
financial condition, or cash flows will not be adversely affected by one or more
of these factors. The Company does not undertake to update any
forward-looking statement made in this report or that may from time to time be
made by or on behalf of the Company, except as required by law.
GENERAL
The
following discussion is intended to help the reader understand the Company's
operations and business environment. Management's Discussion and
Analysis ("MD&A") is provided as a supplement to the consolidated financial
statements and therefore should be read in conjunction with Item 15, "Exhibits,
Financial Statement Schedules," of this Annual Report on Form
10-K. MD&A is comprised of the following primary
sections:
·
|
Overview and Outlook -
a brief summary of fiscal 2008 and expectations for future
periods.
|
·
|
Results of Operations
and Segment
Review - an analysis of the Company's consolidated results of
operations for the three years presented in the consolidated financial
statements and by reportable
segment.
|
·
|
Financial Condition -
an analysis of the Company's liquidity and capital resources, cash flows,
off-balance sheet arrangements, aggregate contractual obligations, and an
overview of the financial position.
|
·
|
Critical Accounting Estimates
- a description of accounting policies that require critical
judgment and estimates.
|
OVERVIEW
AND OUTLOOK
The
Company is a leading worldwide provider of equipment, software, aftermarket
materials and related services in the sign making and specialty graphics,
apparel and flexible materials and ophthalmic lens processing
industries.
The
Company focuses on product innovation and premier customer service through the
following three operating segments, with business units parenthetically
shown:
·
|
Sign
Making and Specialty Graphics (including both Gerber Scientific Products
and Spandex business units),
|
·
|
Apparel
and Flexible Materials (Gerber Technology)
and
|
·
|
Ophthalmic
Lens Processing segment (Gerber
Coburn).
|
The
Company is focused on accelerating growth in fiscal 2009 through new products
that are developed internally, bolt-on acquisitions and geographic
expansion. New product sales fuel the Company's overall growth and
future sustainability, while geographic expansion broadens sales opportunities
for the Company's existing product and service portfolio. In fiscal
2008, the Company introduced several key new products including the Solara ion, an UV inkjet
printer within the Sign Making and Specialty Graphics segment. As of
the commercial launch date, the Company had received approximately 200 advance
orders, of which three-quarters were firm orders that are expected to generate
approximately $10.0 million of revenue. The Company anticipates that
it will sell 400 to 600 units in fiscal 2009. During the first
quarter of fiscal 2009, the Company also announced the launch of the GERBERcutter®Z7, its first in
the new Z series of premium line of multi-ply cutting systems. The
Company also recently launched the DTL200 generator and MAAT polisher, which
together form the basis for the Advanced Lens Processing System with free-form
capability within the Ophthalmic Lens Processing segment. Free-form
capability is a leading technological advancement within the ophthalmic
industry.
In fiscal
2008, key new product revenue of $35.6 million increased 31.0 percent, as
compared with fiscal 2007, driven by sales of the XLc7000 multi-ply
GERBERcutter® and the Taurus X Series leather cutter featuring Pivex™ technology
in the Apparel and Flexible Materials segment.
The
Company acquired Data Technology at the beginning of fiscal 2008 and this
acquisition enhanced the Company's product portfolio as well as provided a new
customer base in the corrugated and packaging industries. Data
Technology contributed $14.1 million to revenue for the year ended April 30,
2008.
The
Company has expanded geographically within the past several
years. Most notably, the Company's China operations have continued to
develop with revenue reaching $32.4 million in fiscal 2008, which is the highest
revenue that the Company has ever posted in greater China. This
geographic expansion is consistent with the shift by the Company's customers to
lower cost locations, primarily within the Apparel and Flexible Materials
operating segment. The Company continues to invest in its China
operations.
Additionally,
the Company's Sign Making and Specialty Graphics operating segment international
division contributed significantly to revenue growth through organic growth,
primarily through increased sales of aftermarket products.
The
foregoing activities, together with the favorable impact of foreign currency
translation of $37.1 million have contributed to the Company's improved revenue
performance for fiscal 2008 over fiscal 2007.
The table
below presents revenue by reportable segment for the past three fiscal
years.
|
For
the Fiscal Years Ended April 30,
|
|
In
thousands
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Sign
Making and Specialty Graphics
|
|
$ |
361,086 |
|
|
$ |
302,087 |
|
|
$ |
276,277 |
|
Apparel
and Flexible Materials
|
|
|
207,945 |
|
|
|
196,164 |
|
|
|
182,808 |
|
Ophthalmic
Lens Processing
|
|
|
70,986 |
|
|
|
76,547 |
|
|
|
71,333 |
|
|
|
$ |
640,017 |
|
|
$ |
574,798 |
|
|
$ |
530,418 |
|
The
Company's higher revenue for the fiscal year ended April 30, 2008 also resulted
in higher costs of sales and selling, general and administrative
costs. The Company is focused on improving gross margin and
controlling operating costs through lean manufacturing principles, a focus on
low cost sourcing, leveraging the Company's presence within China and its shared
services model. As a percentage of revenue, selling, general and
administrative expenses reflected modest improvement in fiscal 2008 as compared
with the prior year periods. Selling, general and administrative
expenses for the year ended April 30, 2008 were adversely impacted by $0.9
million of professional fees related to external assistance associated with the
adoption of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty
in
Income Taxes – an interpretation of
FASB Statement No. 109 ("FIN 48").
The
following table presents the components of operating income as a percentage of
revenue.
|
For
the Fiscal Years Ended April 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Gross
profit margin
|
|
|
29.1 |
% |
|
|
30.0 |
% |
|
|
30.3 |
% |
Selling,
general and administrative expenses
|
|
|
(21.2 |
)% |
|
|
(21.7 |
)% |
|
|
(22.2 |
)% |
Research
and development
|
|
|
(4.1 |
)% |
|
|
(4.2 |
)% |
|
|
(4.7 |
)% |
Restructuring
charges
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
Operating
income
|
|
|
3.8 |
% |
|
|
4.1 |
% |
|
|
3.4 |
% |
Net
income benefited in fiscal 2008 from two significant nonrecurring
transactions: the sale of a land parcel in the United States and the
sale of the Ophthalmic Lens Processing segment's Innovations
software. The gains of $2.3 million from these transactions are
included as other income. Fiscal 2007 results included a realized
gain as other income of $1.0 million related to the sale of certain investments
that did not recur in fiscal 2008.
The
Company refinanced its former credit facility on January 31, 2008, replacing its
previous $50 million facility with a $125 million senior secured credit
facility. The new facility provides greater capital flexibility and
should result in lower weighted-average interest rates, primarily as a result of
lower amortization of deferred financing costs.
In fiscal
2009, the Company expects to continue to grow its revenue base through new
products, market expansion and targeted acquisitions. Economic
conditions can impact the Company’s businesses, as experienced within the
Ophthalmic Lens Processing segment in fiscal 2008. The Company
continues to closely monitor the potential impact of changing economic
conditions on its business and although global economic uncertainty currently
exists, the Company believes that growth and improved profitability can be
achieved in fiscal 2009 through its new product launches, such as the Solara ion, as well as
gaining momentum and traction on manufacturing cost reduction initiatives and a
focus on cost containment process improvements through the execution of lean
principles. The combination of these initiatives is expected to
mitigate the potential impact of weaker market conditions on the Company’s
fiscal 2009 results of operations.
RESULTS
OF OPERATIONS
|
For
the Fiscal Years Ended April 30,
|
|
In
thousands
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Revenue
|
|
$ |
640,017 |
|
|
$ |
574,798 |
|
|
$ |
530,418 |
|
Cost
of sales
|
|
|
453,484 |
|
|
|
402,424 |
|
|
|
369,902 |
|
Gross
profit
|
|
|
186,533 |
|
|
|
172,374 |
|
|
|
160,516 |
|
Selling,
general and administrative expenses
|
|
|
136,247 |
|
|
|
124,460 |
|
|
|
118,053 |
|
Research
and development
|
|
|
26,187 |
|
|
|
24,282 |
|
|
|
24,878 |
|
Restructuring
charges
|
|
|
--- |
|
|
|
--- |
|
|
|
(231 |
) |
Operating
income
|
|
$ |
24,099 |
|
|
$ |
23,632 |
|
|
$ |
17,816 |
|
Revenue -
Consolidated revenue for fiscal 2008 increased by $65.2 million, or 11.3
percent, as compared with fiscal 2007, which increased $44.4 million, or 8.4
percent as compared with fiscal 2006. Foreign currency translation
increased consolidated revenue by approximately $37.1 million in fiscal 2008 as
compared with fiscal 2007 and by approximately $19.2 million in fiscal 2007 as
compared with fiscal 2006.
The table
below presents revenue by source for the fiscal years indicated and the related
mix.
|
|
For
the Fiscal Years Ended April 30,
|
|
In
thousands
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Equipment
and software revenue
|
|
$ |
205,180 |
|
|
|
32 |
% |
|
$ |
192,166 |
|
|
|
33 |
% |
|
$ |
176,270 |
|
|
|
33 |
% |
Aftermarket
supplies revenue
|
|
|
360,765 |
|
|
|
56 |
% |
|
|
316,975 |
|
|
|
55 |
% |
|
|
292,085 |
|
|
|
55 |
% |
Service
revenue
|
|
|
74,072 |
|
|
|
12 |
% |
|
|
65,657 |
|
|
|
12 |
% |
|
|
62,063 |
|
|
|
12 |
% |
Revenue
|
|
$ |
640,017 |
|
|
|
100 |
% |
|
$ |
574,798 |
|
|
|
100 |
% |
|
$ |
530,418 |
|
|
|
100 |
% |
Equipment
and software revenue growth in fiscal 2008 was driven by the favorable impact of
foreign currency translation, contribution from the Data Technology acquisition
and sales of key new products. The incremental impact of the Data
Technology acquisition provided $9.9 million of equipment and software revenue
in fiscal 2008. Key new equipment and software products revenue was
$29.9 million, $23.0 million and $12.4 million for the years ended April 30,
2008, 2007 and 2006, respectively. The growth in fiscal 2008 key new
equipment products revenue of $6.9 million was primarily from increased sales of
the XLc7000 multi-ply GERBERcutter® and the Taurus X Series leather cutter
featuring Pivex™ technology within the Apparel and Flexible Materials segment,
partially offset by a decline within the Sign Making and Specialty Graphics
segment, particularly from lower sales of the Solara UV2 inkjet
printer. The Company anticipates that the launch of the Solara ion in fiscal 2009
will result in growth in key new equipment products revenue for the Sign Making
and Specialty Graphics segment. Customer anticipation of the Solara ion is considered by
management to have slowed Solara UV2 sales in the
latter half of fiscal 2008. Higher volume sales in China also
contributed to the year-over-year growth for equipment and software
revenue. Additionally, lower equipment sales volume within the
Ophthalmic Lens Processing segment in fiscal 2008 is considered by management to
be attributable to weak United States market conditions and partially offset the
fiscal 2008 equipment and software revenue growth.
Aftermarket
supplies revenue increased 13.8 percent from fiscal 2007 to fiscal 2008 and
increased 8.5 percent from fiscal 2006 to fiscal 2007. This increase
was primarily in the Company's Sign Making and Specialty Graphic's international
operations and was largely attributable to the favorable impact of foreign
currency translation and organic growth.
Service
revenue increased primarily within the Apparel and Flexible Materials segment
over the past three years and was fueled by the impact of the increased
equipment installed base.
The
Company expects that continued sales of key new products, including the recently
introduced Solara ion,
the Advanced Lens Processing system, and the GERBERcutter®Z7, as well as ongoing
sales activity in China and other geographically significant regions should
facilitate revenue growth in future periods.
The
following table presents segment revenue as a percentage of consolidated revenue
in fiscal 2008, 2007 and 2006:
|
For
the Fiscal Years Ended April 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Sign
Making and Specialty Graphics
|
|
|
56 |
% |
|
|
53 |
% |
|
|
52 |
% |
Apparel
and Flexible Materials
|
|
|
33 |
% |
|
|
34 |
% |
|
|
35 |
% |
Ophthalmic
Lens Processing
|
|
|
11 |
% |
|
|
13 |
% |
|
|
13 |
% |
|
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
The Sign
Making and Specialty Graphics segment continued to contribute significantly to
consolidated revenue, primarily from the Spandex business unit, this segment's
international distribution business, and the impact of the Data Technology
acquisition in May 2007. Revenue from this segment includes both
sales of internally developed and OEM inkjet printers and legacy thermal
printers, as well as sales of related aftermarket
materials. Contribution to the Company's consolidated revenue from
the Apparel and Flexible Materials segment increased in total dollars, but
remained relatively constant on a percentage basis in fiscal
2008. The Ophthalmic Lens Processing segment contributed less to
consolidated revenue than in prior years, which management believes is primarily
attributable to softness in the United States ophthalmic markets as well as the
impact of customer consolidations, which affected both equipment and aftermarket
product sales volume. Foreign currency translation contributed to the
increased revenue in each segment in fiscal 2008 and 2007.
Revenue
by geographic region and as a percentage of consolidated revenue in fiscal 2008,
2007 and 2006 was as follows:
|
|
For
the Fiscal Years Ended April 30,
|
|
In
thousands
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
North
America
|
|
$ |
208,225 |
|
|
|
32.5 |
% |
|
$ |
197,451 |
|
|
|
34.4 |
% |
|
$ |
206,391 |
|
|
|
38.9 |
% |
Europe
|
|
|
292,252 |
|
|
|
45.7 |
% |
|
|
243,564 |
|
|
|
42.4 |
% |
|
|
214,169 |
|
|
|
40.4 |
% |
Rest
of World
|
|
|
139,540 |
|
|
|
21.8 |
% |
|
|
133,783 |
|
|
|
23.2 |
% |
|
|
109,858 |
|
|
|
20.7 |
% |
|
|
$ |
640,017 |
|
|
|
100.0 |
% |
|
$ |
574,798 |
|
|
|
100.0 |
% |
|
$ |
530,418 |
|
|
|
100.0 |
% |
A higher
proportion of revenue has been derived from the Company's international
operations over the past few years and the effect of foreign currency
translation favorably impacted the international revenue over the past three
years. The significant increase in Europe revenue was attributable to
organic growth from an increase in volume sales of aftermarket
consumables. The increase in revenue for the Rest of World region was
a result of the Apparel and Flexible Materials business volume in Asian markets
and was attributable to both the continued migration of apparel production to
growth markets, particularly China, and the success of new
products. This shift was also a factor in the lower percentage
contribution of revenue in the North American region. Additionally,
the Ophthalmic Lens Processing business volume in North America markets has
declined primarily as a result of softness in United States markets and the
impact of recent customer consolidations.
As an
international company, operating results are affected by global, industrial and
political factors. However, geographic and industry diversity has
helped limit the impact of any one industry or the economy of any single country
on the Company's consolidated revenue and operating results. In
fiscal 2009, the Company expects to continue to focus both on its domestic and
international operations, by promoting new product launches worldwide and
conducting business in targeted markets, particularly in the Rest of World
region.
Gross Profit
- Gross profit has increased over each of the past three fiscal years, as
shown in the following table.
|
For
the Fiscal Years Ended April 30,
|
|
In
thousands
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Gross
profit
|
|
$ |
186,533 |
|
|
$ |
172,374 |
|
|
$ |
160,516 |
|
Gross
profit margin
|
|
|
29.1 |
% |
|
|
30.0 |
% |
|
|
30.3 |
% |
The
translation impact of foreign currency-denominated revenue coupled with United
States dollar-denominated costs favorably impacted the Company's gross profit in
both fiscal 2008 and fiscal 2007, as compared with prior year
periods. Additionally, improved sales volume increased gross profit
in fiscal 2008 by approximately $4.8 million from fiscal 2007 and sales mix and
pricing increased gross profit by approximately $0.3 million. The
improvements in sales volume included the licensing of patented technology and
the favorable impacts of the Data Technology acquisition. For fiscal
2007, increased sales volume contributed to gross profit approximately $6.4
million, while sales mix and pricing decreased gross profit by $0.4 million as
compared with fiscal 2006.
The
Company's gross profit margin has declined slightly over the past two fiscal
years. The lower overall gross profit margins were primarily
attributable to a higher contribution of revenue from the Company's Spandex
business unit, which is an international distribution business and realizes
lower gross margins than the Company's manufacturing businesses. The
Company continues to focus on the implementation of lean manufacturing
initiatives. The gross profit margins of the Company's core
manufacturing business have started to benefit from the application of lean
manufacturing principles. These initiatives involve programs focusing
on improving the Company's profit margins, enhancing the quality of the
Company's product offerings, increasing the availability of aftermarket parts
and supplies, and strengthening manufacturing policies and
procedures. The Company continues to investigate low-cost sourcing of
key parts and components of new products. The Company anticipates
that all of these programs should contribute to enhanced
profitability. In fiscal 2008, lower equipment sales
volume and an unfavorable mix of manufactured products offset the benefits
achieved.
Selling,
General and Administrative Expenses
|
|
For
the Fiscal Years Ended April 30,
|
|
In
thousands
|
|
2008
|
|
|
2007
|
|
|
Change
|
|
|
2007
|
|
|
2006
|
|
|
Change
|
|
Selling,
general and administrative expenses
|
|
$ |
136,247 |
|
|
$ |
124,460 |
|
|
|
9.5 |
% |
|
$ |
124,460 |
|
|
$ |
118,053 |
|
|
|
5.4 |
% |
Although
selling, general and administrative expenses ("SG&A") increased in fiscal
2008 and fiscal 2007, as compared with prior year periods, SG&A expenses as
a percentage of revenue have declined over the past three fiscal
years. Foreign currency translation increased SG&A costs by
approximately $6.2 million in fiscal 2008 as compared with fiscal 2007, and
approximately $3.7 million in fiscal 2007 as compared with fiscal
2006.
Fiscal
2008 SG&A expenses included higher commissions, sales and marketing costs
for strategic investments related to new products, and incremental costs from
geographic expansion. Additionally the Company incurred higher
professional fees of $0.9 million as compared with the prior year related to
external assistance associated with the adoption of FIN 48. Severance
costs were $0.7 million higher in fiscal 2008 than in fiscal
2007. These items were partially offset by lower incentive
compensation expense of $1.0 million, lower self-insurance costs of $0.8 million
and lower pension costs of $0.7 million. The lower incentive
compensation expense primarily resulted from incentive compensation plan design
changes adopted at the beginning of fiscal 2008. Lower pension costs
were primarily related to employee demographic changes.
The
fiscal 2007 increase in SG&A costs as compared with fiscal 2006 was
primarily attributable to higher sales and marketing costs of $5.5 million,
which were related to increased selling costs and the marketing efforts
associated with new product launches. Additionally, stock based
compensation cost increased by $1.4 million associated with the Company's
adoption on May 1, 2006 of Financial Accounting Standards Board Statement of
Financial Accounting Standards No. 123R, Share-Based Payment, as
compared with fiscal 2006. The Company began its implementation of
lean manufacturing principles using the Gerber Business System in fiscal 2007
and incurred related expenses of $0.8 million. These items were
partially offset by lower overall incentive compensation expense of $1.9 million
and lower pension costs of $1.8 million in fiscal 2007 as compared with fiscal
2006. The lower incentive compensation expense was based on internal
performance measures and reduced pension costs were largely driven by changes in
the Company's selected pension discount rate.
Research
and Development
|
|
For
the Fiscal Years Ended April 30,
|
|
In
thousands
|
|
2008
|
|
|
2007
|
|
|
Change
|
|
|
2007
|
|
|
2006
|
|
|
Change
|
|
Research
and development expenses
|
|
$ |
26,187 |
|
|
$ |
24,282 |
|
|
|
7.8 |
% |
|
$ |
24,282 |
|
|
$ |
24,878 |
|
|
|
2.4 |
% |
Ongoing
research and active new product development have kept research and development
expenses steady over the past three fiscal years. The increase in
fiscal 2008 expenses was primarily related to additional investment in
development activities associated with the Company's next generation UV inkjet
printer, the Solara
ion. Within the Sign Making and Specialty Graphics segment,
research and development costs increased $2.0 million, primarily related to this
new product. The Company has a strong commitment to the development
of new products and believes that such efforts are important to the Company's
future. Spending on new product development is likely to continue at
similar levels in fiscal 2009.
Other
Income (Expense), net
|
For
the Fiscal Years Ended April 30,
|
|
In
thousands
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Other
income (expense), net
|
|
$ |
818 |
|
|
$ |
524 |
|
|
$ |
(1,669 |
) |
Other
income in fiscal 2008 included a gain on the sale of a parcel of land in
Connecticut of $1.3 million, the sale of certain assets in the Ophthalmic Lens
Processing segment for proceeds of $1.0 million and interest income of $1.0
million. Partially offsetting these items, the Company incurred
foreign exchange losses of $1.2 million and routine bank service fees of $1.8
million. The foreign exchange losses were substantially related to
the impact of translating intercompany short-term trade balances, primarily
caused by the weakening of the United States dollar against the Euro and Great
Britain pound and the weakening of the Great Britain pound against the Euro and
certain other international currencies.
Other
income in fiscal 2007 included investment gains of $1.0 million, interest income
of $0.7 million and foreign exchange gains of $0.7 million. The
investment gains, previously unrealized, were primarily associated with sale
activity within the Company's rabbi trust mutual fund portfolio during fiscal
2007. The foreign exchange gains were substantially related to
translating intercompany short-term trade balances. Routine bank
service fees of $1.7 million in fiscal 2007 partially offset these
gains.
Other
expense in fiscal 2006 was primarily comprised of routine bank service fees of
$1.9 million.
Interest
Expense and Loss on Early Extinguishment of Debt
|
For
the Fiscal Years Ended April 30,
|
|
In
thousands
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Interest
expense
|
|
$ |
3,822 |
|
|
$ |
3,530 |
|
|
$ |
4,481 |
|
Weighted-average
credit facility interest rates
|
|
|
8.6 |
% |
|
|
9.5 |
% |
|
|
11.0 |
% |
Interest
expense primarily consists of interest costs incurred related to the Company's
borrowings and the amortization of debt issuance
costs. Weighted-average credit facility interest rates have steadily
decreased over the past three fiscal years, primarily attributable to more
favorable credit facility terms associated with the refinancings executed on
October 31, 2005 and January 31, 2008. These refinancings reduced the
amortization expense of debt issue costs, as such refinancings were less costly
than previous refinancings. An increase in the Company's average debt
balances in fiscal 2008 as compared with fiscal 2007 was associated with
incremental borrowings to finance the Data Technology acquisition and resulted
in higher interest expense in fiscal 2008.
The new
credit agreement entered into on January 31, 2008 is expected to result in lower
weighted-average interest rates, primarily as a result of lower amortization of
deferred financing costs. The Company entered into a two-year
interest rate swap agreement, subsequent to April 30, 2008, to fix the interest
rate on $20.0 million of its variable-interest rate debt.
In
connection with the refinancing executed on January 31, 2008, the Company
expensed the remaining capitalized deferred debt issuance costs associated with
the previous credit facilities of $0.3 million. In connection with
the refinancing executed on October 31, 2005, the Company expensed capitalized
deferred debt issuance costs and certain other charges associated with the
refinancing of $2.5 million.
Income
Tax Expense
|
For
the Fiscal Years Ended April 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Effective
tax rate
|
|
|
30.1 |
% |
|
|
34.5 |
% |
|
|
67.5 |
% |
Reconciling
differences for fiscal 2008 from the statutory rate of 35.0 percent were
primarily attributable to benefits from foreign tax rate differentials, as well
as adjustments to tax contingency reserves. Also favorably impacting
the effective tax rate in fiscal 2008 were benefits related to tax credits based
on research and development costs.
In fiscal
2006, the Company recorded a $2.3 million noncash charge attributable to the
elimination of a deferred tax asset associated with a tax legislation change in
the United Kingdom. Excluding this tax charge, the Company's
consolidated tax rate would have been 42.5 percent compared with the statutory
rate of 35.0 percent.
Cumulative Effect
of a Change in Accounting Principle - On April 30, 2006, the
Company adopted the provisions of Financial Accounting Standards Board
Interpretation No. 47, Accounting for Conditional Asset
Retirement Obligations, an interpretation of FASB No. 143 ("FIN
47"). FIN 47 provided clarification with respect to the timing of
liability recognition for legal obligations associated with the retirement of
tangible long-lived assets when the timing and/or method of settlement of the
obligation are conditional on a future event. FIN 47 requires that
the fair value of a liability for a conditional asset retirement obligation be
recognized in the period in which it occurred if a reasonable estimate of fair
value can be made. The Company determined that conditional legal
obligations existed for certain of its worldwide owned and leased facilities
related primarily to leasehold improvements. The Company adopted FIN
47 on April 30, 2006 and
recorded
a noncash transition impact of $0.3 million, net of tax, which is reported as a
cumulative effect of a change in accounting principle in the Consolidated
Statement of Operations included in Item 15 of this Annual Report on Form
10-K. Beginning May 1, 2006, the Company's results include charges
for depreciation expense of the assets established for retirement obligations
and also accretion expense for the liabilities related to the obligation;
however, such expense is not material.
SEGMENT
REVIEW
Sign
Making and Specialty Graphics
Sign shop
markets have historically used thermal printing and inkjet printing products for
their signage. Demand has shifted to inkjet printing products over
the past five years. The Company's GSP business unit manufactures the
Solara inkjet product line to meet this demand. GSP recently launched
the Solara ion, a UV
inkjet printer, which should well position this segment for growth in fiscal
2009. The Company continues to offer thermal printing products;
however, demand for such products has declined over the past five years with the
migration to inkjet printing.
|
|
For
the Fiscal Years Ended April 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
In
thousands
|
|
GSP
|
|
|
Spandex
|
|
|
Total
|
|
|
GSP
|
|
|
Spandex
|
|
|
Total
|
|
|
GSP
|
|
|
Spandex
|
|
|
Total
|
|
Revenue
|
|
$ |
102,689 |
|
|
$ |
258,397 |
|
|
$ |
361,086 |
|
|
$ |
89,357 |
|
|
$ |
212,730 |
|
|
$ |
302,087 |
|
|
$ |
89,798 |
|
|
$ |
186,479 |
|
|
$ |
276,277 |
|
Operating
profit
|
|
$ |
1,376 |
|
|
$ |
10,592 |
|
|
$ |
11,968 |
|
|
$ |
5,199 |
|
|
$ |
6,419 |
|
|
$ |
11,618 |
|
|
$ |
7,008 |
|
|
$ |
4,323 |
|
|
$ |
11,331 |
|
Fiscal
2008 segment revenue increased $59.0 million, or 19.5 percent, as compared with
fiscal 2007. Foreign currency translation contributed $27.6 million
to this increase. On a business unit basis, GSP's revenue increased
$13.3 million, including $3.3 million of favorable foreign currency translation,
and Spandex's revenue increased $45.7 million, including $24.3 million of
favorable foreign currency translation, as compared with fiscal
2007.
GSP's
revenue primarily increased from the acquisition of Data Technology in May 2007,
which provided incremental revenue of $14.1 million to fiscal
2008. The Company plans to leverage its global multi-market
distribution channels and commercial brand development expertise to expand Data
Technology's products into its international markets. The Company
also plans to leverage Data Technology's product portfolio into sign making and
specialty graphics applications. GSP's revenue also benefited by $2.3
million from the license of certain patents in fiscal 2008. Inkjet
printer equipment and aftermarket supplies revenue declined as compared with the
prior year, which partially offset these increases. The Company
believes that this decline occurred as a result of customers delaying purchases
of inkjet printers in fiscal 2008 in anticipation of the upcoming launch of the
Solara ion in May
2008. Advance customer orders for the Solara ion as of the product
launch date were in excess of $10.0 million.
Spandex's
revenue benefited from the favorable impact of foreign currency translation and
organic growth. This organic growth was from higher aftermarket
materials sales across each of its branches. The higher sales volume
included increased sales of digital products and a modest increase in core vinyl
aftermarket products. The Company believes that the overall stronger
performance was facilitated by favorable economic conditions in
Europe.
Fiscal
2007 segment revenue increased $25.8 million, or 9.3 percent, as compared with
fiscal 2006. Foreign currency translation contributed $14.3 million
to this increase. The remaining increase was related to increased
international volume of aftermarket supplies and increased revenue from the
Solara UV2 inkjet
printer as compared with fiscal 2006. GSP reported slightly lower
revenue caused by a decline in sales of the Company's thermal printing systems
and related aftermarket supplies as compared with the same period of fiscal
2006. Spandex reported significantly improved revenue for fiscal 2007
as compared with fiscal 2006, after excluding the favorable impact of foreign
currency translation, which is attributable to an increase in aftermarket
supplies volume and increased equipment revenue. During the latter
half of fiscal 2007, Spandex opened a new sales office in
Poland. This sales office contributed $1.1 million in revenue to
fiscal 2007. Revenue in fiscal 2006 was positively impacted by the
introduction of the Gerber Edge FX, a thermal imaging printer, and the Solara UV2, and was adversely
impacted by international business disruption associated with implementation of
the Company's enterprise resource planning system in Australia, New Zealand and
Eastern Europe.
Segment
operating profit increased $0.4 million in fiscal 2008 as compared with fiscal
2007. The increase was driven by
the gross
profit impact of higher revenue volume, increased supplier rebates related to
higher sales volume purchases than in the prior year and contribution from the
Data Technology acquisition. Higher commissions, selling and
marketing costs and higher research and development expenses related to
investments in developing the Solara ion partially offset
the increase.
Segment
operating profit increased $0.3 million in fiscal 2007 as compared with fiscal
2006. The increase was partially a result of a reduction of $0.6
million in segment incentive compensation expense as compared with fiscal
2006. GSP reported lower operating profit caused primarily by lower
revenue and a sales mix favoring lower margin products, as well as higher sales
and marketing costs associated with new products. Spandex's operating
profit in fiscal 2006 was adversely impacted by higher professional fees
associated with the implementation of the Company's enterprise resource planning
system in Australia, New Zealand and eastern Europe.
Apparel
and Flexible Materials
Greater
China remains an important marketplace for this segment and sales within China
fueled this segment's growth across each period shown in the table
below. The Company expects continued growth in eastern Asia during
fiscal 2009 in the apparel market. New product revenue, primarily
from the XLc7000 multi-ply
GERBERcutter®, contributed significantly to the Asian revenue
improvement.
|
For
the Fiscal Years Ended April 30,
|
|
In
thousands
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Segment
revenue
|
|
$ |
207,945 |
|
|
$ |
196,164 |
|
|
$ |
182,808 |
|
Segment
operating profit
|
|
$ |
26,681 |
|
|
$ |
27,601 |
|
|
$ |
22,958 |
|
Fiscal
2008 segment revenue increased $11.8 million, or 6.0 percent, from fiscal
2007. Foreign currency translation contributed $7.4 million to that
increase. The remaining revenue growth was primarily attributable to
higher volume, including sales of the XLc7000 multi-ply
GERBERcutter®, the Taurus X Series leather cutter featuring Pivex™
technology and the GERBERspreader XLs50, as well as increased software and
service sales. Greater China revenue for this segment of $30.5
million increased $2.4 million as compared with the year ended April 30, 2007
and was the highest level achieved for any fiscal year. Adverse
economic conditions have not significantly impacted the Company's business
within China to date; however, the Company continues to monitor potential
exposure from this economic impact. Service revenue increased 8.7
percent for this segment, including the favorable impact of foreign currency
translation, and the effect of new service centers in Poland and Vietnam, which
opened during fiscal 2008.
Fiscal
2007 segment revenue increased $13.4 million from fiscal 2006. During
fiscal 2007, the effect of foreign currency translation increased segment
revenue by approximately $3.6 million as compared with fiscal
2006. The remaining increase was attributable to the incremental sale
of new products, particularly within China. During the second half of
fiscal 2007, Gerber Technology's distributor in Spain was acquired by the
Company.
Segment
operating profit decreased $0.9 million for fiscal 2008 as compared with fiscal
2007. The decreased operating profit for fiscal 2008 was primarily
attributable to higher selling and marketing costs, as well as higher
commissions expense. Increased gross profit contribution of $2.9
million and lower incentive compensation of $0.7 million partially offset the
higher costs.
Segment
operating profit increased $4.6 million in fiscal 2007 as compared with fiscal
2006. The improvement was attributable to the gross profit impact of
increased sales volume, offset slightly by higher selling and marketing related
expenses associated with new product introductions. Increased sales
volume of multi-ply cutting equipment and a favorable service and aftermarket
sales mix contributed to the increase in gross profit. Although sales volume was
elevated in China, gross profit margins were affected by pricing pressures in
those markets as they continue to develop. Fiscal 2007 incentive
compensation expense was $0.8 million lower as compared with fiscal
2006.
Ophthalmic
Lens Processing
New
product development efforts in this segment are focused on free-form lens
processing. Ophthalmic markets appear to be carefully evaluating this
emerging technology. During November 2007, the Company launched new
products incorporating free-form capability, which is a benefit particularly for
the larger laboratories. These products include the DTL200 generator
and the MAAT polisher, which form the basis for the Advanced Lens Processing
System with free-form
capability. Ophthalmic
markets are continuing to undergo industry consolidations, as larger
laboratories are purchasing smaller independent laboratories, resulting in a
smaller independent laboratory customer base.
|
For
the Fiscal Years Ended April 30,
|
|
In
thousands
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Segment
revenue
|
|
$ |
70,986 |
|
|
$ |
76,547 |
|
|
$ |
71,333 |
|
Segment
operating profit
|
|
$ |
3,434 |
|
|
$ |
2,913 |
|
|
$ |
676 |
|
Fiscal
2008 segment revenue decreased $5.6 million, or 7.3 percent, from the prior
year. During fiscal 2008, the effect of foreign currency translation
increased revenue by approximately $2.1 million as compared with fiscal
2007. The Company believes that the overall decrease in revenue is
driven by market consolidations referred to above, resulting in lower equipment
and aftermarket product sales, particularly in North America.
Fiscal
2007 segment revenue increased $5.2 million from fiscal 2006. During
fiscal 2007, the effect of foreign currency translation increased this segment's
revenue by approximately $1.3 million as compared with fiscal
2006. The remaining increase reflected the success of new products,
particularly the DTL lens generator with a cut-to-polish feature, and the CMX-50
finer and polisher. These products were launched late in fiscal 2006
and therefore fiscal 2007 included a full year of revenue from these
products. Aftermarket supplies revenue in fiscal 2007 also increased
moderately as compared with fiscal 2006. Fiscal 2006 segment revenue
was adversely impacted by business disruption associated with the relocation of
the Muskogee, Oklahoma facility and transition to an in-house sales force for a
market segment.
This
segment has steadily improved operating profit in the past three years as it has
adopted and leveraged the Company's shared services model. Despite
lower revenue of $5.6 million in fiscal 2008 as compared with fiscal 2007,
segment operating profit increased $0.5 million, demonstrating the strong cost
control measures taken and the benefits of the Company's shared services
model. These initiatives strengthened this segment's operating profit
as a percentage of revenue to 4.8 percent in fiscal 2008 from 3.8 percent in
fiscal 2007.
Segment
operating profit increased $2.2 million in fiscal 2007 as compared with fiscal
2006. The improvement was primarily attributable to the gross profit
impact of increased revenue volume from new products and increased aftermarket
volume. Additionally, overall operating expenses were lower due to a
focused effort on cost control measures. Included in the fiscal 2006
results was the elimination of a $0.5 million reserve related to the Muskogee,
Oklahoma facility, as that facility was sold during fiscal 2006.
Corporate
Expenses
|
For
the Fiscal Years Ended April 30,
|
|
In
thousands
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Corporate
operating expenses
|
|
$ |
17,984 |
|
|
$ |
18,500 |
|
|
$ |
17,149 |
|
Corporate
operating expenses in fiscal 2008 were $0.5 million lower than in fiscal
2007. Fiscal 2008 Corporate expenses included $0.9 million of
professional fees to implement FIN 48 and incremental severance of $0.7
million. These higher expenses were more than offset by lower pension
expense of $0.8 million, lower self-insurance costs of $0.8 million and lower
stock option compensation expense of $0.2 million. Fiscal 2007
corporate operating expenses included $0.4 million of professional fees
associated with the fiscal 2006 year-end audit procedures that did not recur in
fiscal 2008.
Pension
expense is expected to be approximately $3.9 million for the fiscal year ending
April 30, 2009, which is $1.0 million higher as compared with the fiscal year
end April 30, 2008.
Corporate
operating expenses in fiscal 2007 were $1.4 million higher than in fiscal
2006. The Company began expensing stock option compensation as of May
1, 2006 in conjunction with its adoption of SFAS 123R. Stock option compensation
expense, included primarily within selling, general and administrative expenses,
was $1.6 million for the fiscal year ended April 30, 2007. Certain
other operating expenses increased in fiscal 2007 as compared with fiscal 2006
and included costs to implement Gerber Business System lean manufacturing
principles of $0.8 million, severance costs of $0.8 million and higher
professional fees incurred in the first quarter of fiscal 2007 associated with
the fiscal 2006 year-end audit procedures. Offsetting these higher
costs were lower pension costs in fiscal 2007 of $1.8 million as compared with
fiscal 2006, driven
by a
higher discount rate compared to fiscal 2006.
FINANCIAL
CONDITION
LIQUIDITY
AND CAPITAL RESOURCES
The
Company's primary ongoing cash requirements, both in the short and long-term,
are expected to fund operating and capital expenditures, product development,
acquisitions of other businesses, continued investment in China, pension plan
contributions and debt service obligations. The primary sources of liquidity are
internally generated cash flows from operations and available borrowings under
the Company's credit facility. These sources of liquidity are subject to all of
the risks of the Company's business and could be adversely affected by, among
other factors, a decrease in demand for the Company's products, charges that may
be required because of changes in market conditions or other costs of doing
business, delayed product introductions, or adverse changes to the Company's
availability of funds. Recent distress in the credit and financial
markets has reduced liquidity and credit availability and increased volatility
in prices of securities. After assessing the consequences of this
difficult new financial environment, and although the duration and extent of
future market turmoil cannot be predicted, the Company does not currently expect
that the credit market conditions will have a material adverse impact on its
liquidity, financial position or operations in fiscal 2009.
The
Company believes that its cash on hand, cash flows from operations and
borrowings expected to be available under the Company's revolving credit
facility will enable the Company to meet its ongoing cash requirements for at
least the next 12 months. As of April 30, 2008, the Company had $81.4
million available for borrowing under its revolving credit
facility.
The
following table provides information about the Company's
capitalization:
|
|
April
30,
|
|
In
thousands except ratio amounts
|
|
2008
|
|
|
2007
|
|
Cash
and cash equivalents
|
|
$ |
13,892 |
|
|
$ |
8,052 |
|
Working
capital
|
|
$ |
106,005 |
|
|
$ |
81,125 |
|
Total
debt
|
|
$ |
42,000 |
|
|
$ |
33,376 |
|
Net
debt (total debt less cash and cash equivalents)
|
|
$ |
28,108 |
|
|
$ |
25,324 |
|
Shareholders'
equity
|
|
$ |
169,563 |
|
|
$ |
144,481 |
|
Total
capital (net debt plus shareholders' equity)
|
|
$ |
197,671 |
|
|
$ |
169,805 |
|
Current
ratio
|
|
1.89:1
|
|
|
1.71:1
|
|
Net
debt-to-total capital ratio
|
|
|
14.2 |
% |
|
|
14.9 |
% |
Cash
Flows
The
following table provides information about the Company's cash
flows:
|
For
the Fiscal Years Ended April 30,
|
|
In
thousands
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Net
cash provided by operating activities
|
|
$ |
10,205 |
|
|
$ |
272 |
|
|
$ |
24,646 |
|
Net
cash used for investing activities
|
|
$ |
(13,764 |
) |
|
$ |
(5,901 |
) |
|
$ |
(7,266 |
) |
Net
cash provided by (used for) financing activities
|
|
$ |
7,986 |
|
|
$ |
117 |
|
|
$ |
(8,288 |
) |
Cash Provided by
Operating Activities – Cash provided by operating activities in fiscal
2008 and 2007 was from operating earnings, and was partially used to fund
working capital increases, especially during fiscal 2007, as compared with
fiscal 2008. Accounts receivable increased in both years as a result
of elevated sales volume during the Company's fourth quarter as compared with
the same period in the corresponding prior year. The increase in
inventories for both years reflected planned increases for new products and an
investment in carrying a higher quantity of aftermarket materials to satisfy
customer demands. The fluctuation in accounts payable for both years
was primarily related to the timing of cash payments. The Company
funded its pension plans with contributions of $6.0 million in fiscal 2008 and
$4.6 million in fiscal 2007. The Company expects fiscal 2009 pension
plan contributions to be approximately $6.6 million.
Cash
provided by operating activities in fiscal 2006 was primarily from operating
earnings and the timing of its operating obligation payments, offset by
investments in inventories and higher accounts receivable balances.
Cash Used for
Investing Activities – Cash used for investing activities in fiscal 2008
was primarily for capital expenditures of $8.6 million and the purchase of Data
Technology for $4.7 million. Capital expenditures included
investments in information technology for customer relationship management
software and machinery, equipment and tooling for new
products. Capital expenditures are expected to be approximately $10.0
million to $12.0 million in fiscal 2009 and the Company may invest in other
targeted acquisitions during fiscal 2009.
The
Company used $5.9 million of cash for investing activities in fiscal 2007,
primarily for ongoing capital expenditures of $3.9 million and $1.5 million for
a business acquisition of a distribution and service business in Spain in the
Apparel and Flexible Materials segment. The Company used $7.3 million
of cash for investing activities in fiscal 2006, primarily for capital
expenditures.
Cash Provided by
Financing Activities – Cash provided by financing activities in fiscal
2008 was primarily from borrowings under the Company's credit facility,
including borrowings to finance the Data Technology acquisition and other
operating activities.
Debt
repayments, net were $3.8 million in fiscal 2007 and $8.6 million in fiscal
2006. Cash received from stock option exercises partially offset the
debt repayments in fiscal 2007 and fiscal 2006.
Financial
Condition – In fiscal 2008, the United States dollar weakened against the
Euro, the Great Britain pound, the Australian dollar and the Canadian
dollar. The net impact of these currency movements from April 30,
2007 to April 30, 2008 resulted in higher translated Euro, Great Britain pound,
Australian dollar and Canadian dollar-denominated assets and liabilities
compared with amounts recorded as of April 30, 2007. The most
significant portion of the Company's international assets and liabilities are
denominated in Euros.
Net
accounts receivable increased to $120.8 million as of April 30, 2008 from $106.4
million as of April 30, 2007. This increase was the result of a
higher volume of fourth quarter shipments as compared with the prior year, an
increase in days of sales outstanding ("DSO"), the impact of the Data Technology
acquisition and the impact of foreign currency translation referred to
above. DSO in ending accounts receivable was 63 days as of April 30,
2008 compared with 62 days as of April 30, 2007.
Inventories
increased to $76.9 million as of April 30, 2008 from $65.3 million as of April
30, 2007. This increase was the result of the impact of foreign
currency translation referred to above, planned increases for specific new
products and certain aftermarket consumables to meet anticipated demand and the
impact of the Data Technology acquisition. Additionally, level
factory loading concepts from lean manufacturing initiatives were implemented to
smooth the production cycle. Inventory turnover decreased to 6.4
times annually as of April 30, 2008 as compared with 6.7 times annually as of
April 30, 2007.
Net
property, plant and equipment increased to $39.9 million as of April 30, 2008
from $37.0 million as of April 30, 2007. The increase reflected
capital expenditures of $8.6 million, the impact of foreign currency
translation, and the impact of the Data Technology acquisition, which was
partially offset by depreciation expense of $8.8 million.
The
increase in goodwill was primarily from the acquisition of Data Technology
within the Sign Making and Specialty Graphics segment, which resulted in $5.9
million of goodwill, as well as the effects of foreign currency
translation.
Accounts
payable and other current liabilities increased to $102.6 million as of April
30, 2008 from $96.0 million as of April 30, 2007. The increase was
primarily caused by higher accounts payable and accrued compensation, as well as
the impact of foreign currency translation referred to
above. Accounts payable balances fluctuate with the timing of
payments.
Long-term Debt –
The Company entered into a credit agreement on January 31, 2008 (the
"Credit Agreement") and refinanced its former $50.0 million credit facility,
replacing it with a $125.0 million senior secured credit facility, of which up
to $125.0 million may be borrowed under revolving credit loans. In
addition, the Company may elect, subject to compliance with specified
conditions, to solicit the lenders under the Credit Agreement to increase by up
to $25.0 million
the total
principal amount of borrowings available under the credit
facility. The new facility matures on January 31, 2013.
On
January 31, 2008, the Company borrowed approximately $46.0 million under the
Credit Agreement to repay all amounts outstanding under its former credit
facility of $43.0 million, to pay for certain financing costs of $0.9 million
and for working capital purposes of $2.1 million. Outstanding
borrowings under the Credit Agreement accrue interest at an annual rate equal to
the specified London Interbank Offered Rate ("LIBOR") plus a variable margin,
which varies based upon certain financial measurements. An annual
commitment fee is payable quarterly based upon the unused amount of the Credit
Agreement at a specified margin rate that fluctuates from 17.5 basis points to
37.5 basis points based upon the Company's total funded debt to consolidated
EBITDA ratio (as defined in the Credit Agreement).
The
Credit Agreement contains customary representations and warranties, affirmative
and negative covenants and events of default. The Company is subject
to financial covenants under the Credit Agreement, including a minimum
consolidated EBIT to consolidated interest expense ratio, a maximum total funded
debt to consolidated EBITDA ratio, and an annual maximum consolidated capital
expenditures covenant (each as defined in the Credit Agreement). The
Company's future compliance with its covenants will depend primarily on its
success in growing the business and generating operating cash
flows. Future compliance with the financial covenants may be
adversely affected by various economic, financial and industrial
factors. Noncompliance with the covenants would constitute an event
of default under the credit facility, allowing the lenders to accelerate
repayment of any outstanding borrowings. In the event of potential
failure by the Company to continue to be in compliance with any covenants, the
Company would seek to negotiate amendments to the applicable covenants or obtain
compliance waivers from its lenders. The Company was in compliance
with its financial covenants as of April 30, 2008.
The
Credit Agreement also contains certain subjective acceleration causes, which
upon the occurrence of a material adverse change in the financial condition,
business or operations of the Company in the view of the lenders ("Material
Adverse Change"), may cause amounts due under the agreement to become
immediately due and payable. Additionally, the Credit Agreement contains
certain cross-default provisions, which provide that default by the Company
under other lending arrangements could cause the Company to be in default of the
Credit Agreement.
The new
credit facility is collateralized by first-priority liens on selected assets and
the pledge of capital stock of the Company and certain of its
subsidiaries.
OFF-BALANCE
SHEET ARRANGEMENTS
The
Company's participation in financing arrangements to assist customers in
obtaining leases with third parties constitute the only off-balance sheet
arrangements as defined in Item 303(a)(4) of the SEC's Regulation
S-K. The Company has agreements with major financial services
institutions to assist customers in obtaining lease financing to purchase the
Company's equipment. The financial services institutions are the
lessor and the customer is the lessee. These leases typically have
terms ranging from two to six years. As of April 30, 2008, the amount
of lease receivables financed under these agreements between the external
financial services institutions and the lessees was $11.9 million. The Company's
net exposure related to recourse provisions under these agreements was
approximately $4.4 million. The equipment sold generally collateralizes
the lease receivables. In the event of default by the lessee, the
Company has a liability to the financial services institution under recourse
provisions once the institution repossesses the equipment from the lessee and
returns it to the Company. In most cases, the Company then can resell
the equipment, the proceeds of which are expected to cover a majority of the
liability to the financial services institution. As of April 30, 2008
and 2007, the Company recorded undiscounted accruals for the expected losses
under recourse provisions of $0.2 million and $0.4 million,
respectively.
CONTRACTUAL
CASH OBLIGATIONS AND COMMITMENTS
As of
April 30, 2008, the Company had the following contractual cash obligations and
commercial commitments (including restructuring related
commitments):
|
|
Payments
Due by Period
|
|
In
thousands
|
|
Total
|
|
Less
Than
1
Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More
than
5
Years
|
|
Long-term
debt obligations
|
|
$ |
42,000 |
* |
|
$ |
--- |
|
|
$ |
--- |
|
|
$ |
36,000 |
* |
|
$ |
6,000 |
* |
Lease
obligations
|
|
|
66,798 |
|
|
|
12,180 |
|
|
|
17,000 |
|
|
|
12,526 |
|
|
|
25,092 |
|
Inventory
and other purchase obligations
|
|
|
12,204 |
|
|
|
11,608 |
|
|
|
596 |
|
|
|
--- |
|
|
|
--- |
|
Qualified
and non-qualified pension funding
|
|
|
11,157 |
|
|
|
6,603 |
|
|
|
1,104 |
|
|
|
1,064 |
|
|
|
2,386 |
|
Total
|
|
$ |
132,159 |
|
|
$ |
30,391 |
|
|
$ |
18,700 |
|
|
$ |
49,590 |
|
|
$ |
33,478 |
|
* Principal
only, excludes interest payments.
The above
table includes approximately $6.0 million of non-discretionary pension
contributions expected in fiscal 2009 for the qualified pension
plan. This amount of non-discretionary pension contribution is
impacted by recent legislation under the Pension Protection Act of 2006, which
significantly changes funding standards beginning in fiscal 2009 for the
Company. The Company expects to make additional cash contributions
subsequent to fiscal 2009; however, these amounts have been excluded from the
table, since the timing of such contributions is based on plan assumptions that
may materially differ from actual plan activities. Amounts included
in the table for pension contributions in excess of one year relate to the
Company's non-qualified pension plan and a small international pension
plan.
The above
table does not reflect unrecognized tax benefits of $4.1 million, the timing of
which is uncertain. Refer to Note 7 of the Notes to Consolidated
Financial Statements in Item 15 of this Annual Report on Form 10-K for more
information about such tax benefits.
CRITICAL
ACCOUNTING ESTIMATES
The
Company's significant accounting policies are described in Note 1 of the Notes
to Consolidated Financial Statements included in Item 15 of this Annual Report
on Form 10-K. Some of those accounting policies require management to
make estimates and assumptions that affect amounts reported. The most
significant areas involving management judgments and estimates are described
below. Actual results could differ from management's
estimates.
Inventories –
Inventories are stated at the lower of cost or market value, cost being
determined using the first-in, first-out ("FIFO") cost method. Inventory at the
Apparel and Flexible Materials segment's foreign non-manufacturing companies is
valued on a weighted-average basis, which approximates FIFO.
The
Company reviews the market value of inventory on an ongoing
basis. Based on these reviews, inventory write-downs are recorded, as
necessary, to reflect estimated obsolescence, excess quantities and market
value. The amount of these write-downs equals the difference between
the cost of the inventory and the estimated market value based on assumptions
about future demand and market conditions.
Excess
and obsolete inventory is generally identified by comparing expected inventory
usage to actual on-hand quantities. Inventory write-downs are
provided for on-hand inventory in excess of pre-defined usage
estimates. Forecast usage is primarily determined by projecting
historical (actual) inventory usage levels forward to future
periods. Application of this methodology can have the effect of
increasing inventory write-downs during periods of declining
demand. Inventories included a $10.9 million reduction as of April
30, 2008 for the estimated lower of cost-or-market adjustment against the
Company's standard costs.
Goodwill –
The Company reviews the value of goodwill for impairment annually during
its fourth quarter, or sooner if events or changes in business circumstances
indicate that the carrying amount of the assets may not be fully
recoverable. No indicators of goodwill impairment were identified
during fiscal 2008. The identification and measurement of goodwill
impairment involves the estimation of the fair value of reporting units, which
is judgmental in nature and often involves the use of significant estimates and
assumptions. These estimates and assumptions could have a significant impact on
whether
or not an
impairment charge is recognized, and also the magnitude of any such
charge.
To assess
goodwill for impairment, internal valuation analyses are
performed. Estimates of fair value are primarily determined using
discounted cash flow analysis. This approach uses estimates and
assumptions, including projected cash flows, discount rate assumptions and
perpetual growth rate assumptions. A 10 percent decrease in the fair
value of the Company's reporting units at the fiscal 2008 evaluation date would
not have resulted in any goodwill impairment in the Apparel and Flexible
Materials reporting unit, the Ophthalmic Lens Processing or the Spandex
reporting units, but would have resulted in a step two test being required in
the Gerber Scientific Products reporting unit.
As of
April 30, 2008, the Company had $61.8 million of goodwill assets on the
consolidated balance sheet which management believes are realizable based on the
estimated cash flows of the associated businesses. However, it is
possible that the estimates and assumptions used in assessing that value, such
as future sales and expense levels, may need to be re-evaluated in the case of
market deterioration, which could result in future impairment of those
assets.
Pension plans –
In September 2006, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 158, Employers' Accounting for Defined
Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements
No. 87, 88, 106, and 132(R) ("SFAS 158"). The Company adopted
SFAS 158 on April 30, 2007 and was required to initially recognize the funded
status of its defined benefit plans and provide certain
disclosures. See Note 1 and Note 11 of the Notes to Consolidated
Financial Statements included in Item 15 of this Annual Report on Form
10-K.
The
amounts recognized in the consolidated financial statements for the qualified
and nonqualified defined benefit pension plans are determined from actuarial
valuations. Inherent in these valuations are assumptions relating to,
among other variables, the expected return on plan assets, discount rates at
which the liabilities could be settled and the rate of increase in future
compensation levels. These assumptions are updated at the measurement
date and are disclosed in Note 11 of the Notes to Consolidated Financial
Statements included in Item 15 of this Annual Report on Form 10-K. In
accordance with accounting principles generally accepted in the United States,
actual results that differ from the assumptions are accumulated and generally
amortized over future periods and, therefore, affect expense recognized in
future periods.
The
expected return on assets assumption is developed considering several
factors. Such factors include current and expected target asset
allocation, historical experience of returns by asset class type, a risk
premium, an inflation estimate (weighted towards future expectations),
expectations for real returns, and adjustments for anticipated or historical
economic changes using a long-term investment horizon. The effects of
asset diversification and periodic fund rebalancing are also
considered. The long-term rate of return assumption used for
determining net periodic pension expense for fiscal 2008 was 8.50 percent and
will be 8.25 percent for fiscal 2009. Holding all other assumptions
constant and increasing or decreasing the expected long-term rate of return of
the plan assets by 0.5 percentage points would increase or decrease, as
appropriate, fiscal 2009 consolidated income before income taxes by
approximately $0.4 million.
As of
April 30, 2007 and for the year ended April 30, 2008, the discount rate utilized
for determined future pension obligations of the pension plan was based upon the
expected yields of high-quality, long-term corporate bonds. The
resulting discount rate used for determining net periodic pension expense for
fiscal 2008 was 6.00 percent. As of April 30, 2008 and for the year
ending April 30, 2009, the discount rate utilized for determining future pension
obligations of the pension plans is based on the Company's estimated future cash
payments mapped against expected yields of high-quality, long-term corporate
bonds from a benchmark yield curve. The resulting discount rate used
for determining net periodic pension expense for fiscal 2009 will be 6.50
percent. Holding all other assumptions constant, a 0.25 percentage
point increase or decrease in the discount rate for the plans would increase or
decrease, as appropriate, fiscal 2009 consolidated income before income taxes by
approximately $0.3 million.
The
assumed rate of increase in compensation levels is calculated based primarily on
expected wage inflation. For fiscal 2008, the assumption for the
long-term rate of increase in compensation levels used for determining net
periodic pension expense was 4.0 percent and will be 4.0 percent for fiscal
2009. Holding all other assumptions constant and increasing or
decreasing the long-term rate of increase in compensation levels by 0.5
percentage points would decrease or increase, as appropriate, fiscal 2009
consolidated income before income taxes by approximately $0.3
million.
Pension
expense for fiscal 2009 is expected to be approximately $3.9
million. In subsequent fiscal years, future actual pension expense
will depend on future investment performance, contributions, changes in future
discount rates and various
other
factors related to the population of participants in the Company's pension
plans.
Income taxes –
The Company accounts for income taxes in accordance with FASB Statement
of Financial Accounting Standards No. 109, Accounting for Income Taxes
("SFAS 109"), which requires that deferred tax assets and liabilities be
recognized using enacted tax rates for the effect of temporary differences
between the book and tax basis of recorded assets and
liabilities. SFAS 109 also requires that deferred tax assets be
reduced by a valuation allowance if it is more likely than not that some portion
or all of the deferred tax asset will not be realized.
In
assessing the need for a valuation allowance, the Company estimates future
taxable income, available tax planning strategies and the realizability of tax
loss and credit carryforwards. In estimating future taxable income,
the Company has analyzed its historical earnings in each jurisdiction taking
into consideration the effect of certain nonrecurring items that negatively
impacted earnings in those periods. The Company has also considered
the favorable shift in profits between various jurisdictions resulting from tax
planning strategies in assessing the realizability of its deferred tax
assets.
The
realization of these deferred tax assets can be impacted by changes in tax law,
changes to statutory tax rates and future taxable income levels. In
the event the Company were to determine that it would not be able to realize all
or a portion of its deferred tax assets in the future, an adjustment to the
deferred tax assets would be charged as a reduction to income in the period such
determination was made. Similarly, if the Company were to determine
that it would be able to realize its deferred tax assets in the future in excess
of the net recorded amount, the Company would decrease the recorded valuation
allowance and record an increase to income in the period such determination was
made.
In June
2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income
Taxes - an interpretation of FASB Statement No. 109 ("FIN
48"). FIN 48 clarifies the accounting for uncertainty in income taxes
recognized in financial statements and prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of
a tax position taken or expected to be taken in a tax return. Under
FIN 48, tax positions shall initially be recognized in the financial statements
when it is more likely than not the position will be sustained upon examination
by the tax authorities. Such tax positions shall initially and
subsequently be measured as the largest amount of tax benefit that is greater
than 50 percent likely of being realized upon ultimate settlement assuming the
tax authority has full knowledge of the position and all relevant
facts.
The
Company operates within multiple taxing jurisdictions and is subject to audit in
these jurisdictions. The Internal Revenue Service and other tax
authorities routinely review the Company's tax returns. These audits
can involve complex issues, which may require an extended period of time to
resolve. The impact of these examinations on the Company's liability
for income taxes cannot be presently determined. In management's
opinion, adequate provision has been made for potential adjustments arising from
these examinations based on the Company's estimated range of
exposure.
The
Company has not recognized United States tax expense on the unremitted earnings
and other basis differences with respect certain of its foreign subsidiaries
because it is not anticipated that such earnings will be remitted to the United
States. These undistributed earnings and basis differences were
approximately $101.4 million as of April 30, 2008. Our intention is
to reinvest these earnings permanently or to repatriate the earnings only when
it is tax effective to do so.
NEW
ACCOUNTING PRONOUNCEMENTS
In May
2008, the Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards No. 161, Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133
("SFAS 161"). The provisions of SFAS 161 are effective for the
Company beginning on February 1, 2009. The provisions of SFAS 161
require enhanced disclosures about an entity's derivatives, including how and
why these instruments are utilized, the accounting for such instruments, and the
impact on the Company's consolidated financial position, results of operations
and cash flows. The Company will comply with the disclosure
requirements of SFAS 161 for derivative instruments beginning on February 1,
2009.
In
December 2007, the FASB issued Statement of Financial Accounting Standards No.
141R, Business
Combinations ("SFAS 141R"). The provisions of SFAS 141R are
effective for the Company for business acquisitions made by the Company
beginning on May 1, 2009. The potential impact of SFAS 141R on the
Company's consolidated financial position, results of operations and cash flows
will be dependent upon the terms, conditions and details of such
acquisitions.
In
December 2007, the FASB issued Statement of Financial Accounting Standards No.
160, Noncontrolling Interests
in Consolidated Financial Statements, an amendment of ARB No. 51 ("SFAS
160"). The provisions of SFAS 160 will change the accounting and
reporting for minority interests, which will be recharacterized as
noncontrolling interests and classified as a component of
equity. SFAS 160 will be effective for the Company beginning May 1,
2009. The Company does not expect SFAS 160 will have a material
impact on the Company’s consolidated financial position, results of operations
or cash flows.
In
February 2007, the FASB issued Statement of Financial Accounting Standards No.
159, The Fair Value Option for
Financial Assets and Financial Liabilities, Including an Amendment of FASB
Statement No. 115 ("SFAS 159"), which is effective for the Company
beginning on May 1, 2008. SFAS 159 provides companies with the option
to elect to measure many financial assets and liabilities at fair value, subject
to certain exceptions. The Company does not plan to apply SFAS 159 to
any of its qualified financial assets and liabilities upon adoption and
therefore, it does not expect SFAS 159 will have an impact on its consolidated
financial position, results of operations and cash flows.
In
September 2006, the FASB issued Statement of Financial Accounting Standards
No. 157, Fair Value
Measurements ("SFAS 157"), which is effective for the Company beginning
on May 1, 2008. SFAS 157 defines fair value, establishes a framework
for measuring fair value and expands related disclosure
requirements. The FASB also issued FASB Staff Positions No. 157-1,
Application of FASB Statement
No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements that
Address Fair Value Measurements for Purposes of Lease Classification or
Measurement Under Statement 13 ("FSP 157-1"), and No. 157-2, Effective Date of FASB No.
157 ("FSP 157-2"). FSP 157-1 excludes certain lease
transactions from the scope of SFAS 157 and FSP 157-2 delayed the Company's
effective date of SFAS 157 for certain nonfinancial assets and liabilities to
May 1, 2009. The Company is currently evaluating the potential impact
of SFAS 157 on its consolidated financial position, results of operations and
cash flows.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
The
Company is exposed to financial market risks, including changes in currency
exchange rates and interest rates.
Credit Market
Risk Exposures - Recent distress in the credit and financial markets has
reduced liquidity and credit availability and increased volatility in prices of
securities. After assessing the consequences of this difficult new
financial environment, and although the duration and extent of future market
turmoil cannot be predicted, the Company does not currently expect that the
credit market conditions will have a material adverse impact on its liquidity,
financial position, operations or cash flows in fiscal 2009.
Foreign Currency
Exposures – Foreign
currency exposures are identified and managed at the corporate
level. To manage these risks, the Company uses specific planning
strategies with its operations located in various locations, which may include
the use of foreign currency forward contracts, international tax transfer
pricing strategies and intercompany loan planning strategies. There
were no foreign currency forward contracts in place as of April 30, 2008 or
2007.
Interest Rate
Exposures – The Company is subject to market risk from exposure to
changes in interest rates because it finances its operations through variable
interest rate debt. As of April 30, 2008, obligations under the
Company's credit facility bore interest at floating rates. Interest
on obligations under the revolving credit facility is charged, at the option of
the Company, at the London Interbank Offer Rate ("LIBOR") plus a variable
margin, which varies based upon certain financial measurements, or at the
lender's prime rate. A 10 percent change in the interest rate
applicable to the Company's $36.0 million of variable-rate credit facility debt
would increase interest expense approximately $0.2 million. The
Company entered into an interest rate swap to exchange variable LIBOR interest
for a fixed interest rate subsequent to April 30, 2008. The Company
entered into this cash flow hedge for a two-year period to fix its future
interest payments on $20.0 million of outstanding debt.
Obligations
under the outstanding $6.0 million of industrial development bonds are at
interest rates that are adjusted weekly to market rates. A 10 percent
change in the interest rate applicable to the outstanding balance on these bonds
would not have a significant impact to the Company's consolidated financial
position, results of operations or cash flows.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
The
information required by Item 8 of Form 10-K is contained under Item 15
"Exhibits, Financial Statement Schedules" and is incorporated by reference to
this Item 8.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND
FINANCIAL
DISCLOSURE
None.
Evaluation
of Disclosure Controls and Procedures
Disclosure
controls and procedures refer to controls and other procedures of an issuer that
are designed to ensure that information required to be disclosed by the issuer
in the reports that it files or submits under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Securities Exchange Act of 1934 is
accumulated and communicated to the issuer's management, including its principal
executive and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure.
The
Company's management, including its Chief Executive Officer and Chief Financial
Officer, conducted an evaluation of the effectiveness of the Company's
disclosure controls and procedures as of April 30, 2008. Based upon
that evaluation, the Company's Chief Executive Officer and Chief Financial
Officer concluded that the disclosure controls and procedures were effective as
of April 30, 2008.
Changes
in Internal Control over Financial Reporting
There
were no changes in the Company's internal control over financial reporting that
occurred during the fourth fiscal quarter of 2008 that have materially affected,
or are reasonably likely to materially affect, the Company's internal control
over financial reporting.
None.
PART
III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
See
"Executive Officers of the Registrant" in Part I of this Annual Report on Form
10-K for information about the Company's executive officers, which is
incorporated by reference in this Item 10. Other information required
by Item 10 of Form 10-K is incorporated herein by reference to the Company's
definitive proxy statement for its 2008 annual meeting of the stockholders (the
"Proxy Statement"), which the Company will file with the SEC on or before 120
days after its 2008 fiscal year-end, and which appears under the captions
"Agenda Item 1: Election of Directors" and "Section 16(a) Beneficial
Ownership Reporting Compliance".
The
Company has adopted a Financial Code of Ethics applicable to its Chief Executive
Officer and other senior financial officers, who include the Company's principal
financial officer, principal accounting officer or controller, and persons
performing similar functions. The Financial Code of Ethics, which
constitutes a "code of ethics" as defined by Item 406 of the SEC's Regulation
S-K, is posted on the Company's website at
www.gerberscientific.com. To the extent required by SEC rules, the
Company intends to disclose any amendments to the Financial Code of Ethics and
any waiver of a provision of the Financial Code of Ethics for the benefit of its
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, on the Company's
website within four business days following any such amendment or waiver, or
within any other period that may be required under SEC rules from time to
time.
The
information required by Item 11 of Form 10-K is incorporated herein by reference
to the information appearing in the Proxy Statement under the captions "Director
Compensation" and "Executive Compensation".
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND
RELATED
STOCKHOLDER MATTERS
The
information required by Item 12 of Form 10-K is incorporated herein by reference
to the information appearing in the Proxy Statement under the captions "Security
Ownership" and "Executive Compensation-Equity Compensation Plan
Information."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
The
information required by Item 13 of Form 10-K is incorporated herein by reference
to the information appearing in the Proxy Statement under the captions "Agenda
Item 1: Election of Directors-Board of Directors and Committees of
the Board of Directors" and "Executive Compensation-Transactions With Related
Persons."
ITEM 14. PRINCIPAL ACCOUNTING FEES AND
SERVICES
The
information required by Item 14 of Form 10-K is incorporated herein by reference
to the information appearing in the Proxy Statement under the captions "Agenda
Item 2: Ratification of Appointment of Independent Registered Public
Accounting Firm-Fees" and "-Pre-Approval Policy."
PART
IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES
(a) The
following documents are filed as part of this annual report:
|
|
Page
|
|
48
|
1.
|
Financial
Statements:
|
|
|
|
49
|
|
|
50
|
|
|
51
|
|
|
52
|
|
|
53
|
|
|
54-77
|
|
|
2.
|
Financial
Statement Schedules
|
|
All
financial statement schedules are omitted because they are not applicable
or the required information is shown in the consolidated financial
statements or notes thereto.
|
|
|
|
3.
|
Exhibits
Gerber
Scientific, Inc. herewith files or incorporates herein the following
exhibits:
|
|
Exhibit
Number
|
|
Exhibit
Description
|
|
3.1
|
|
Amended
and Restated Certificate of Incorporation of Gerber Scientific, Inc. (the
"Company") (incorporated herein by reference to Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
October 31, 2004).
|
|
|
|
3.2
|
|
Amended
and Restated By-laws of Gerber Scientific, Inc. (incorporated herein by
reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed
on May 1, 2007).
|
|
|
|
4.1
|
|
Form
of common stock certificate of Gerber Scientific, Inc. (incorporated
herein by reference to Exhibit 4.1 to the Company's Annual Report on Form
10-K for the fiscal year ended April 30, 2007).
|
|
|
|
10.1
|
|
Gerber
Scientific, Inc. Non-Employee Director's Stock Grant Plan, as amended and
restated (incorporated herein by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
October 31, 2006).
|
|
|
|
10.2
|
|
Gerber
Scientific, Inc. 1992 Non-Employee Director Stock Option Plan, as amended
and restated (incorporated herein by reference to Exhibit 10.2 to the
Company's Annual Report on Form 10-K for the fiscal year ended April 30,
1999).
|
|
|
|
10.3
|
|
Gerber
Scientific, Inc. Agreement for Deferment of Director Fees, as amended
(incorporated herein by reference to Exhibit 10.1 to the Company's Current
Report on Form 8-K filed on December 2, 2005).
|
|
|
|
10.4
|
|
Gerber
Scientific, Inc. 2006 Omnibus Incentive Plan (incorporated herein by
reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended October 31, 2006).
|
|
|
|
10.5
|
|
Letter
Agreement, dated as of December 7, 2001, between Gerber Scientific, Inc.
and Marc T. Giles (incorporated herein by reference to Exhibit 10.6 to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
January 31, 2002).
|
|
|
10.6
|
Letter
Agreement, dated as of March 14, 2008, between Gerber Scientific, Inc. and
Michael R. Elia. Filed herewith.
|
|
|
10.7
|
Form
of Restricted Stock Agreement under the Gerber Scientific, Inc. 2006
Omnibus Incentive Plan (incorporated herein by reference to Exhibit 99.1
to the Company's Current Report on Form 8-K filed on November 9,
2006).
|
|
|
10.8
|
Form
of Nonqualified Stock Option Agreement under the Gerber Scientific, Inc.
2006 Omnibus Incentive Plan (incorporated herein by reference to Exhibit
99.2 to the Company's Current Report on Form 8-K filed on November 9,
2006).
|
|
|
10.9
|
Letter
Agreement, dated as of September 30, 2002, between Gerber Scientific, Inc.
and James S. Arthurs (incorporated herein by reference to Exhibit 10.15 of
the Company's Annual Report on Form 10-K for the fiscal year ended April
30, 2003).
|
|
|
10.10
|
Letter
Agreement, dated as of December 7, 2001, between Gerber Scientific, Inc.
and John R. Hancock (incorporated herein by reference to Exhibit 10.8 to
the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
January 31, 2002).
|
|
|
10.11
|
Form
of Change in Control Agreement, dated July 14, 1999, between Gerber
Scientific, Inc. and its Senior Vice Presidents, including Marc T. Giles
(incorporated herein by reference to Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended July 31,
1999).
|
|
|
10.12
|
Severance
Policy for Senior Officers of Gerber Scientific, Inc. as Amended and
Restated Effective September 21, 2006 (incorporated herein by reference to
Exhibit 10.12 to the Company's Annual Report on Form 10-K for the fiscal
year ended April 30, 2007).
|
|
|
10.13
|
Agreement
and Lease between Spandex PLC and IM Properties Finance Limited for the
sale and leaseback of property in Bristol, United Kingdom (incorporated
herein by reference to Exhibit 10.3 to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended January 31,
2001).
|
|
|
10.14
|
Lease
Agreement between GERB (CT) QRS 14-73, Inc. and Gerber Scientific, Inc.,
Gerber Technology, Inc., Gerber Scientific Products, Inc., and Gerber
Coburn Optical, Inc. (incorporated herein by reference to Exhibit 10.1 to
the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
July 31, 2001).
|
|
|
10.15
|
Gerber
Scientific, Inc. and Participating Subsidiaries Supplemental Pension
Benefit Plan (incorporated herein by reference to Exhibit 10.5 to the
Company's Annual Report on Form 10-K for the fiscal year ended April 30,
1999).
|
|
|
10.16
|
Gerber
Scientific, Inc. 1992 Employee Stock Plan, as amended and restated
(incorporated herein by reference to Exhibit A to the Company's Proxy
Statement on Schedule 14A filed on August 28, 1995).
|
|
|
10.17
|
Gerber
Scientific, Inc. 2003 Employee Stock Option Plan, as amended and restated
(incorporated herein by reference to Exhibit 10.17 to the Company's Annual
Report on Form 10-K for the fiscal year ended April 30,
2007).
|
|
|
10.18
|
Gerber
Scientific, Inc. 2005-2006 Executive Annual Incentive Bonus Plan
(incorporated herein by reference to Exhibit 4.3 to the Company's
Registration Statement on Form S-8, File No.
333-116991).
|
|
|
10.19
|
Letter
Agreement, dated as of October 1, 2004, between Gerber Scientific, Inc.
and William V. Grickis, Jr. (incorporated herein by reference to Exhibit
10.3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended October 31, 2004).
|
|
|
10.20
|
Letter
Agreement, dated as of December 18, 2003, between Gerber Scientific, Inc.
and Donald P. Aiken (incorporated herein by reference to Exhibit 10.33 to
the Company's Annual Report on Form 10-K for the fiscal year ended April
30, 2004).
|
|
|
10.21
|
Form
of Nonqualified Stock Option Agreement pursuant to the Gerber Scientific,
Inc. 2003 Employee Stock Option Plan (incorporated herein by reference to
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended October 31, 2004).
|
|
|
10.22
|
Form
of Restricted Stock Agreement pursuant to the Gerber Scientific, Inc. 2003
Employee Stock Option Plan (incorporated herein by reference to Exhibit
10.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended October 31, 2004).
|
|
|
10.23
|
Change
in Control Agreement, dated October 1, 2005, between Gerber Scientific,
Inc. and William V. Grickis, Jr. (incorporated herein by reference to
Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended October 31, 2004).
|
|
|
10.24
|
Change
in Control Agreement, dated April 15, 2008, between Gerber Scientific,
Inc. and Michael R. Elia. Filed herewith.
|
|
|
10.25
|
Credit
Agreement, dated as of January 31, 2008, among Gerber Scientific, Inc.,
certain subsidiaries of Gerber Scientific, Inc., JP Morgan Chase Bank
N.A., HSBC Bank USA, National Association, Merrill Lynch Capital
Corporation, Bank of America, N.A., Sovereign Bank as documentation agent,
Citizens Bank of Massachusetts as administrative agent, and RBS Greenwich
Capital as sole lead arranger (incorporated herein by reference to Exhibit
10.1 to the Company's Current Report on Form 8-K filed on February 6,
2008).
|
|
|
10.26
|
Letter
Agreement, dated as of November 3, 2007, between Gerber Scientific, Inc.
and Joseph R. Mele. Filed herewith.
|
|
|
10.27
|
Change
in Control Agreement, dated March 4, 2008, between Gerber Scientific, Inc.
and Joseph R. Mele. Filed herewith.
|
|
|
21.1
|
Subsidiaries
of the Company. Filed herewith.
|
|
|
23.1
|
Consent
of PricewaterhouseCoopers LLP, Independent Registered Public Accounting
Firm. Filed herewith.
|
|
|
31.1
|
Certification
of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)
under the Securities Exchange Act of 1934. Filed
herewith.
|
|
|
31.2
|
Certification
of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)
under the Securities Exchange Act of 1934. Filed
herewith.
|
|
|
32
|
Certification
of Chief Executive Officer and Chief Financial Officer pursuant Rule
13a-14(b) or Rule 15d-14(b) and to 18 U.S.C. §1350. Filed
herewith.
|
|
|
99.1
|
Supplemental
Segment Information. Filed herewith.
|
(b)
|
See
Item 15(a) 3. above.
|
(c)
|
See
Item 15(a) 2. above.
|
Management
of Gerber Scientific, Inc. (the "Company") is responsible for establishing and
maintaining adequate internal control over financial reporting as defined in
Exchange Act Rule 13a-15(f). The Company's internal control over
financial reporting is a process designed 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 in the United States of America. Internal
control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of
the Company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles in the United States of America and
that receipts and expenditures of the Company are being made only in accordance
with authorizations of management and directors of the Company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the Company's assets that could have a
material effect on the consolidated financial statements.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies and procedures may deteriorate.
Under the
supervision and with the participation of management, including the Company's
Chief Executive Officer and Chief Financial Officer, the Company conducted an
assessment of the effectiveness of its internal control over financial reporting
as of April 30, 2008. In making this assessment, the Company used the
criteria established in "Internal Control - Integrated Framework" issued by the
Committee of Sponsoring Organizations of the Treadway Commission
("COSO"). Based on this assessment, management concluded that the
Company maintained effective internal control over financial reporting as of
April 30, 2008 based on the specified criteria.
The effectiveness of the Company's
internal control over financial reporting as of April 30, 2008 has been audited
by PricewaterhouseCoopers LLP, an independent registered public accounting firm,
as stated in their attestation report, which is included
herein.
/s/ Marc
T. Giles /s/ Michael
R. Elia
Marc T.
Giles Michael R.
Elia
President,
Chief Executive
Officer Executive
Vice President, Chief
Financial Officer
To the
Board of Directors and Shareholders of Gerber Scientific, Inc.:
In our
opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, cash flows and changes in shareholders’
equity present fairly, in all material respects, the financial position of Gerber Scientific, Inc.
and its subsidiaries at April 30, 2008 and April 30, 2007, and the results
of their operations and their cash flows for each of the three years in the
period ended April 30, 2008 in conformity with accounting principles generally
accepted in the United States of America. Also in our opinion, the
Company maintained, in all material respects, effective internal control over
financial reporting as of April 30, 2008, based on criteria established in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). The Company's management is responsible
for these financial statements, for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal
control over financial reporting, included in the accompanying Management's
Report on Internal Control over Financial Reporting. Our
responsibility is to express opinions on these financial statements and on the
Company's internal control over financial reporting based on our integrated
audits. We conducted our audits in accordance with the standards of
the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement and whether effective internal control over financial reporting was
maintained in all material respects. Our audits of the financial
statements included examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. Our audit of internal control over
financial reporting included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. Our audits also included
performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our
opinions.
As
discussed in Note 1 to the consolidated financial statements, the Company
changed the manner in which it accounts for share-based compensation effective
May 1, 2006, the manner in which it accounts for defined benefit pension and
other postretirement plans effective April 30, 2007 and the manner in which it
accounts for uncertain tax positions effective May 1, 2007.
A
company’s internal control over financial reporting is a process designed 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. A company’s internal
control over financial reporting includes those policies and procedures that
(i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of
the company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and
(iii) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
PricewaterhouseCoopers
LLP /s/
Hartford,
Connecticut
June 27,
2008
Gerber
Scientific, Inc.
|
For
the Fiscal Years Ended April 30,
|
|
In
thousands of dollars, except per share data
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
Product
sales
|
|
$ |
565,945 |
|
|
$ |
509,141 |
|
|
$ |
468,355 |
|
Service
sales
|
|
|
74,072 |
|
|
|
65,657 |
|
|
|
62,063 |
|
|
|
|
640,017 |
|
|
|
574,798 |
|
|
|
530,418 |
|
Costs
and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of products sold
|
|
|
403,776 |
|
|
|
362,215 |
|
|
|
331,920 |
|
Cost
of services sold
|
|
|
49,708 |
|
|
|
40,209 |
|
|
|
37,982 |
|
Selling,
general and administrative expenses
|
|
|
136,247 |
|
|
|
124,460 |
|
|
|
118,053 |
|
Research
and development
|
|
|
26,187 |
|
|
|
24,282 |
|
|
|
24,878 |
|
Restructuring
charges
|
|
|
--- |
|
|
|
--- |
|
|
|
(231 |
) |
|
|
|
615,918 |
|
|
|
551,166 |
|
|
|
512,602 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income
|
|
|
24,099 |
|
|
|
23,632 |
|
|
|
17,816 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
income (expense), net
|
|
|
818 |
|
|
|
524 |
|
|
|
(1,669 |
) |
Loss
on early extinguishment of debt
|
|
|
(343 |
) |
|
|
--- |
|
|
|
(2,483 |
) |
Interest
expense
|
|
|
(3,822 |
) |
|
|
(3,530 |
) |
|
|
(4,481 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
before income taxes
|
|
|
20,752 |
|
|
|
20,626 |
|
|
|
9,183 |
|
Income
tax expense
|
|
|
6,248 |
|
|
|
7,118 |
|
|
|
6,199 |
|
Income
before cumulative effect of a change in accounting
principle
|
|
|
14,504 |
|
|
|
13,508 |
|
|
|
2,984 |
|
Cumulative
effect of a change in accounting principle, net of tax benefit of $140
(Note 1)
|
|
|
--- |
|
|
|
--- |
|
|
|
(340 |
) |
Net
income
|
|
$ |
14,504 |
|
|
$ |
13,508 |
|
|
$ |
2,644 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
Per Share of Common Stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
before cumulative effect of a change in accounting
principle
|
|
$ |
0.62 |
|
|
$ |
0.59 |
|
|
$ |
0.13 |
|
Cumulative
effect of a change in accounting principle
|
|
|
--- |
|
|
|
--- |
|
|
|
(0.01 |
) |
Net
income
|
|
$ |
0.62 |
|
|
$ |
0.59 |
|
|
$ |
0.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
before cumulative effect of a change in accounting
principle
|
|
$ |
0.61 |
|
|
$ |
0.58 |
|
|
$ |
0.13 |
|
Cumulative
effect of a change in accounting principle
|
|
|
--- |
|
|
|
--- |
|
|
|
(0.01 |
) |
Net
income
|
|
$ |
0.61 |
|
|
$ |
0.58 |
|
|
$ |
0.12 |
|
The
accompanying notes are an integral part of these consolidated financial
statements.
Gerber
Scientific, Inc.
|
|
April
30,
|
|
In
thousands of dollars and shares
|
|
2008
|
|
|
2007
|
|
Assets:
|
|
|
|
|
|
|
Current
Assets:
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$ |
13,892 |
|
|
$ |
8,052 |
|
Accounts
receivable (net of allowance for doubtful accounts of $6,384 and
$7,012)
|
|
|
120,752 |
|
|
|
106,421 |
|
Inventories
|
|
|
76,927 |
|
|
|
65,299 |
|
Deferred
tax assets
|
|
|
7,600 |
|
|
|
8,969 |
|
Prepaid
expenses and other current assets
|
|
|
5,829 |
|
|
|
6,137 |
|
Total
Current Assets
|
|
|
225,000 |
|
|
|
194,878 |
|
Property,
plant and equipment, net
|
|
|
39,852 |
|
|
|
36,982 |
|
Goodwill
|
|
|
61,844 |
|
|
|
54,825 |
|
Deferred
tax assets
|
|
|
34,354 |
|
|
|
34,893 |
|
Other
assets
|
|
|
17,489 |
|
|
|
14,384 |
|
Total
Assets
|
|
$ |
378,539 |
|
|
$ |
335,962 |
|
|
|
|
|
|
|
|
|
|
Liabilities
and Shareholders' Equity:
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
Current
portion of long-term debt
|
|
$ |
--- |
|
|
$ |
1,773 |
|
Accounts
payable
|
|
|
51,253 |
|
|
|
48,772 |
|
Accrued
compensation and benefits
|
|
|
23,671 |
|
|
|
21,615 |
|
Other
accrued liabilities
|
|
|
27,672 |
|
|
|
25,585 |
|
Deferred
revenue
|
|
|
16,399 |
|
|
|
16,008 |
|
Total
Current Liabilities
|
|
|
118,995 |
|
|
|
113,753 |
|
Long-term
debt
|
|
|
42,000 |
|
|
|
31,603 |
|
Accrued
pension benefit liability
|
|
|
28,514 |
|
|
|
28,789 |
|
Other
long-term liabilities
|
|
|
19,467 |
|
|
|
17,336 |
|
|
|
|
|
|
|
|
|
|
Commitments
and contingencies (Note 15)
|
|
|
|
|
|
|
|
|
Shareholders'
Equity:
|
|
|
|
|
|
|
|
|
Preferred
stock, $0.01 par value; authorized 10,000 shares; no shares
issued
|
|
|
--- |
|
|
|
--- |
|
Common
stock, $0.01 par value; authorized 100,000 shares; issued 24,300
and 23,809 shares
|
|
|
243 |
|
|
|
238 |
|
Paid-in
capital
|
|
|
75,472 |
|
|
|
72,612 |
|
Retained
earnings
|
|
|
95,426 |
|
|
|
83,290 |
|
Treasury
stock, 591 and 623 shares, at cost
|
|
|
(12,148 |
) |
|
|
(12,814 |
) |
Accumulated
other comprehensive income
|
|
|
10,570 |
|
|
|
1,155 |
|
Total
Shareholders' Equity
|
|
|
169,563 |
|
|
|
144,481 |
|
Total
Liabilities and Shareholders' Equity
|
|
$ |
378,539 |
|
|
$ |
335,962 |
|
The
accompanying notes are an integral part of these consolidated financial
statements.
Gerber
Scientific, Inc.
|
For
the Fiscal Years Ended April 30,
|
|
In
thousands of dollars
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
$ |
14,504 |
|
|
$ |
13,508 |
|
|
$ |
2,644 |
|
Adjustments
to reconcile net income to cash provided by operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
|
9,518 |
|
|
|
8,756 |
|
|
|
8,575 |
|
Deferred
income taxes
|
|
|
2,501 |
|
|
|
1,609 |
|
|
|
(3,445 |
) |
Restructuring
charges
|
|
|
--- |
|
|
|
--- |
|
|
|
(231 |
) |
Loss
on early extinguishment of debt
|
|
|
343 |
|
|
|
--- |
|
|
|
2,483 |
|
Cumulative
effect of a change in accounting principle
|
|
|
--- |
|
|
|
--- |
|
|
|
480 |
|
Stock-based
compensation
|
|
|
1,805 |
|
|
|
1,751 |
|
|
|
98 |
|
Gain
on sale of assets
|
|
|
(2,287 |
) |
|
|
--- |
|
|
|
--- |
|
Other
noncash items
|
|
|
1,848 |
|
|
|
1,293 |
|
|
|
1,882 |
|
Changes
in operating accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
(5,719 |
) |
|
|
(11,618 |
) |
|
|
(3,541 |
) |
Inventories
|
|
|
(6,220 |
) |
|
|
(9,624 |
) |
|
|
(1,929 |
) |
Prepaid
expenses and other assets
|
|
|
696 |
|
|
|
(1,154 |
) |
|
|
(1,523 |
) |
Accounts
payable and other accrued liabilities
|
|
|
(7,095 |
) |
|
|
(3,221 |
) |
|
|
13,628 |
|
Accrued
compensation and benefits
|
|
|
311 |
|
|
|
(1,028 |
) |
|
|
5,525 |
|
Net
cash provided by operating activities
|
|
|
10,205 |
|
|
|
272 |
|
|
|
24,646 |
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures
|
|
|
(8,589 |
) |
|
|
(3,945 |
) |
|
|
(7,507 |
) |
Proceeds
from sale of available for sale investments
|
|
|
751 |
|
|
|
6,216 |
|
|
|
776 |
|
Purchases
of available for sale investments
|
|
|
(753 |
) |
|
|
(6,037 |
) |
|
|
(383 |
) |
Proceeds
from sale of assets
|
|
|
345 |
|
|
|
--- |
|
|
|
454 |
|
Business
acquisitions
|
|
|
(4,650 |
) |
|
|
(1,510 |
) |
|
|
--- |
|
Acquisition
of intangible assets
|
|
|
(868 |
) |
|
|
(625 |
) |
|
|
(606 |
) |
Net
cash used for investing activities
|
|
|
(13,764 |
) |
|
|
(5,901 |
) |
|
|
(7,266 |
) |
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt
repayments
|
|
|
(314,256 |
) |
|
|
(301,560 |
) |
|
|
(350,192 |
) |
Debt
proceeds
|
|
|
321,862 |
|
|
|
297,756 |
|
|
|
341,564 |
|
Capitalized
debt issue costs
|
|
|
(993 |
) |
|
|
--- |
|
|
|
(1,146 |
) |
Common
stock issued
|
|
|
1,373 |
|
|
|
3,921 |
|
|
|
1,486 |
|
Net
cash provided by (used for) financing activities
|
|
|
7,986 |
|
|
|
117 |
|
|
|
(8,288 |
) |
Effect
of exchange rate changes on cash
|
|
|
1,413 |
|
|
|
(581 |
) |
|
|
(1,095 |
) |
Increase
(Decrease) in cash and cash equivalents
|
|
|
5,840 |
|
|
|
(6,093 |
) |
|
|
7,997 |
|
Cash
and cash equivalents at beginning of year
|
|
|
8,052 |
|
|
|
14,145 |
|
|
|
6,148 |
|
Cash
and cash equivalents at end of year
|
|
$ |
13,892 |
|
|
$ |
8,052 |
|
|
$ |
14,145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
Schedule of Cash Flow Information
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid during the year for:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$ |
3,655 |
|
|
$ |
3,232 |
|
|
$ |
3,800 |
|
Income
taxes, net of refunds
|
|
$ |
5,290 |
|
|
$ |
3,333 |
|
|
$ |
2,800 |
|
The
accompanying notes are an integral part of these consolidated financial
statements.
Gerber
Scientific, Inc.
In
thousands of dollars and shares
|
Issued
Common
Stock
Shares
|
|
Common
Stock
|
|
Paid-in
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Unamort.
Value
of
Restrict.
Stock
Grants
|
|
Accum.
Other
Comp.
Income
(Loss)
|
|
Total
|
|
Balance
as of April 30, 2005
|
|
|
22,984 |
|
|
$ |
230 |
|
|
$ |
66,045 |
|
|
$ |
67,138 |
|
|
$ |
(13,991 |
) |
|
$ |
(130 |
) |
|
$ |
(3,577 |
) |
|
$ |
115,715 |
|
Net
income
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
2,644 |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
2,644 |
|
Currency
translation adjustment
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
(2,692 |
) |
|
|
(2,692 |
) |
Unrealized
gains on securities, net of reclassification adjustment of $(28) and tax
of $171
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
287 |
|
|
|
287 |
|
Minimum
pension liability change, net of tax of $4,674
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
7,876 |
|
|
|
7,876 |
|
Comprehensive
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,115 |
|
Stock
issued to directors
|
|
|
-- |
|
|
|
-- |
|
|
|
(295 |
) |
|
|
-- |
|
|
|
495 |
|
|
|
-- |
|
|
|
-- |
|
|
|
200 |
|
Stock
issued under employee plans, net
|
|
|
276 |
|
|
|
3 |
|
|
|
1,511 |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
1,514 |
|
Restricted
stock grants and cancellations, net of amortization
|
|
|
5 |
|
|
|
-- |
|
|
|
78 |
|
|
|
-- |
|
|
|
-- |
|
|
|
(6 |
) |
|
|
-- |
|
|
|
72 |
|
Balance
as of April 30, 2006
|
|
|
23,265 |
|
|
$ |
233 |
|
|
$ |
67,339 |
|
|
$ |
69,782 |
|
|
$ |
(13,496 |
) |
|
$ |
(136 |
) |
|
$ |
1,894 |
|
|
$ |
125,616 |
|
Net
income
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
13,508 |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
13,508 |
|
Currency
translation adjustment
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
7,266 |
|
|
|
7,266 |
|
Unrealized
loss on securities, net of reclassification adjustment of $(989) and tax
of $(273)
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
(462 |
) |
|
|
(462 |
) |
Minimum
pension liability change, net of tax of $(863)
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
1,384 |
|
|
|
1,384 |
|
Comprehensive
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,696 |
|
Initial
application of SFAS 158, net of tax of $5,300
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
(8,927 |
) |
|
|
(8,927 |
) |
Cumulative
effect of adoption of SFAS 123(R)
|
|
|
-- |
|
|
|
-- |
|
|
|
(136 |
) |
|
|
-- |
|
|
|
-- |
|
|
|
136 |
|
|
|
-- |
|
|
|
-- |
|
Stock
issued to directors
|
|
|
-- |
|
|
|
-- |
|
|
|
(258 |
) |
|
|
-- |
|
|
|
682 |
|
|
|
-- |
|
|
|
-- |
|
|
|
424 |
|
Stock
issued under employee plans, net
|
|
|
513 |
|
|
|
5 |
|
|
|
3,978 |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
3,983 |
|
Stock
based compensation expense
|
|
|
-- |
|
|
|
-- |
|
|
|
1,581 |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
1,581 |
|
Restricted
stock grants and cancellations, net of amortization
|
|
|
31 |
|
|
|
-- |
|
|
|
108 |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
108 |
|
Balance
as of April 30, 2007
|
|
|
23,809 |
|
|
$ |
238 |
|
|
$ |
72,612 |
|
|
$ |
83,290 |
|
|
$ |
(12,814 |
) |
|
$ |
-- |
|
|
$ |
1,155 |
|
|
$ |
144,481 |
|
Net
income
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
14,504 |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
14,504 |
|
Currency
translation adjustment
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
11,686 |
|
|
|
11,686 |
|
Unrealized
loss on securities, net of reclassification adjustment of $26 and tax of
$(289)
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
(486 |
) |
|
|
(486 |
) |
Change
in pension plans, net of tax of $1,059
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
(1,785 |
) |
|
|
(1,785 |
) |
Comprehensive
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,919 |
|
Cumulative
effect of adoption of FIN 48
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
(2,368 |
) |
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
(2,368 |
) |
Stock
issued to directors
|
|
|
-- |
|
|
|
-- |
|
|
|
(323 |
) |
|
|
-- |
|
|
|
666 |
|
|
|
-- |
|
|
|
-- |
|
|
|
343 |
|
Stock
issued under employee plans, net
|
|
|
216 |
|
|
|
2 |
|
|
|
1,381 |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
1,383 |
|
Stock
based compensation expense
|
|
|
-- |
|
|
|
-- |
|
|
|
1,408 |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
1,408 |
|
Restricted
stock grants and cancellations, net of amortization
|
|
|
275 |
|
|
|
3 |
|
|
|
394 |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
397 |
|
Balance
as of April 30, 2008
|
|
|
24,300 |
|
|
$ |
243 |
|
|
$ |
75,472 |
|
|
$ |
95,426 |
|
|
$ |
(12,148 |
) |
|
$ |
-- |
|
|
$ |
10,570 |
|
|
$ |
169,563 |
|
The
accompanying notes are an integral part of these consolidated financial
statements.
Gerber
Scientific, Inc.
Note
1. Summary of Significant Accounting Policies
The
preparation of Gerber Scientific, Inc.'s (the "Company's") consolidated
financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and
assumptions that affect the amounts reported in the consolidated financial
statements and the related disclosures. Actual results could differ
from those estimates.
Principles of
consolidation – The
consolidated financial statements include the accounts of the Company and its
subsidiaries. All significant intercompany accounts and transactions have been
eliminated.
Cash and cash
equivalents – Cash and cash equivalents include cash on hand, demand
deposits and short-term cash investments that are highly liquid in nature and
have original maturities of three months or less.
Concentrations of
credit risk – Financial instruments that potentially subject the Company
to concentrations of credit risk consist principally of cash and cash
equivalents, trade accounts receivable and investments. The Company places its
cash and cash equivalents in instruments held at high-quality financial
institutions. Concentrations of credit risk with respect to trade accounts
receivable are limited by the large number of customers comprising the Company's
customer base and their dispersion across many different industries and
geographies. Approximately 75 percent of the Company's revenue was
generated in fiscal 2008 by the Company's international
operations. The Company evaluates customer creditworthiness prior to
extending credit and, in some instances, requires letters of credit to support
customer obligations. No individual customer accounted for more than
10 percent of consolidated revenue in any of the fiscal years ended April 30,
2008, 2007 or 2006. The Company's investments are held in a mutual
fund that is traded on the open market.
Inventories –
Inventories are stated at the lower of cost or market value, cost being
determined primarily using the first-in, first-out (FIFO) cost method.
Inventories held at the Company's Apparel and Flexible Materials foreign
non-manufacturing companies are valued on a weighted-average basis.
Property, plant
and equipment –
Property, plant and equipment are stated at cost. Major improvements and
betterments to existing plant and equipment are
capitalized. Expenditures for maintenance and repairs are charged to
expense as incurred. The cost and related accumulated depreciation of
assets sold or otherwise disposed of are removed from the accounts and any gain
or loss is included in the Consolidated Statements of Operations.
Depreciation
is provided generally on a straight-line basis over the assets' useful lives.
Estimated useful lives are up to 50 years for buildings and 3 to 10 years for
machinery, tools and other equipment. Leasehold improvements are
amortized over the remaining minimum lease term or estimated useful life of the
asset, whichever is shorter.
Goodwill and
other intangible assets –
Goodwill and other intangible assets are accounted for in accordance with
the provisions of Financial Accounting Standards Board ("FASB") Statement of
Financial Accounting Standards No. 142, Goodwill and Other Intangible
Assets. The Company reviews the value of goodwill for
impairment annually during its fourth quarter, or sooner if events or changes in
business circumstances indicate that the carrying amount of the assets may not
be fully recoverable.
Intangible
assets that have finite useful lives are amortized on a straight-line basis over
their estimated useful lives. In addition, these assets are reviewed
for potential impairment whenever events or changes in circumstances indicate
carrying value may not be recoverable.
Valuation of
long-lived assets – The Company evaluates the recoverability of
long-lived assets, or asset groups, whenever events or changes in circumstances
indicate that carrying amounts may not be recoverable. Should such
evaluations indicate that the related future undiscounted cash flows are not
sufficient to recover the carrying values of the assets, such carrying values
would be reduced to fair value and this adjusted value would become the assets'
new cost basis. Fair value is determined primarily using future
anticipated cash flows that are directly associated with, and that are expected
to arise as a direct result of, the use and eventual disposition of the asset,
or asset group, discounted using an interest rate commensurate
with the
risk involved.
Income taxes –
The Company accounts for income taxes in accordance with FASB Statement
of Financial Accounting Standards No. 109, Accounting for Income Taxes
("SFAS 109"), which requires that deferred tax assets and liabilities be
recognized using enacted tax rates for the effect of temporary differences
between the book and tax basis of recorded assets and liabilities. SFAS
109 also requires that deferred tax assets be reduced by a valuation allowance
if it is more likely than not that some portion or all of the deferred tax asset
will not be realized.
In June
2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income
Taxes - an interpretation of FASB Statement No. 109 ("FIN 48"). FIN
48 clarifies the accounting for uncertainty in income taxes recognized in
financial statements and prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. Under FIN 48, tax
positions shall initially be recognized in the financial statements when it is
more likely than not the position will be sustained upon examination by the tax
authorities. Such tax positions shall initially and subsequently be
measured as the largest amount of tax benefit that is greater than 50 percent
likely of being realized upon ultimate settlement assuming the tax authority has
full knowledge of the position and all relevant facts. The Company adopted
the provisions of FIN 48 on May 1, 2007. As a result of the implementation
of FIN 48, the Company recorded a charge of $2.4 million, which was accounted
for as a reduction to the May 1, 2007 Retained earnings balance as reflected in
the Consolidated Balance Sheet.
Warranty –
A limited standard warranty is provided on certain of the Company's
products for periods ranging from 90 days to one year and allowances for
estimated warranty costs are recorded during the period of sale. The
determination of such allowances requires management to make estimates of
expected costs to repair and replace products under warranty. If
actual return rates or repair and replacement costs differ significantly from
management's estimates, adjustments to recognize additional expense may be
required. Extended warranties are recorded as deferred revenue and
recognized over the extended warranty contract period on a straight-line basis
and the related costs are expensed as incurred.
Pension
obligations – In September 2006, the FASB issued Statement of Financial
Accounting Standards No. 158, Employers' Accounting for Defined
Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements
No. 87, 88, 106 and 132(R) ("SFAS 158"). This statement
requires balance sheet recognition of the overfunded or underfunded status of
pension benefit plans. Under SFAS 158, actuarial gains and losses,
prior service costs or credits and any remaining transition assets or
obligations that have not been recognized under previous accounting standards
must be recognized in Accumulated Other Comprehensive Income in equity, net of
tax effects, until they are amortized as a component of net periodic benefit
cost. Based on the funded status of the Company's plans as of April
30, 2007, the adoption of SFAS 158 increased total assets by approximately $4.2
million, increased other accrued liabilities and current liabilities by $0.5
million, increased total liabilities by $13.1 million and reduced total
shareholders' equity by $8.9 million, net of taxes. The adoption of
SFAS 158 did not impact the Company's results of operations or cash
flows.
Revenue
recognition – Product
Sales. Product sales consist primarily of equipment,
aftermarket supplies, software sales and extended warranty contracts
on the Company's equipment sales. Equipment sales are direct sales of
products to the sign making and specialty graphics, apparel and flexible
materials, and ophthalmic lens processing industries. Aftermarket
sales include spare parts and consumable materials needed by customers to
maintain and use the Company's equipment. Software product sales
consist of software products and licenses. The Company also licenses
certain intellectual property and recognizes revenue when the earnings process
is complete, which is typically upon inception of the license term as the
Company has no further involvement or performance obligations under the
license.
The
Company recognizes revenue on product sales in accordance with the Securities
and Exchange Commission Staff Accounting Bulletin 104, Revenue Recognition ("SAB
104"). SAB 104 requires revenue to be recognized when it is realized
or realizable and earned, which occurs when the following criteria are
met:
|
·
|
persuasive
evidence of an arrangement exists;
|
|
·
|
delivery
has occurred or services have been
rendered;
|
|
·
|
the
price is fixed or determinable; and
|
|
·
|
collectibility
is reasonably assured
|
These
conditions are generally met at the time of shipment, which is when title and
the risks and rewards of ownership of
the
product transfer to the Company's customers. Some of the Company's
equipment is sold subject to customer acceptance provisions that include
customer sign-off once equipment is properly installed. These
customer acceptance provisions generally are not substantive in nature because
the Company's equipment specifications are tested prior to
shipment. Instances of equipment returns are infrequent and can be
reasonably and reliably estimated.
The
Company's software products are "off-the-shelf" and do not require modification
or customization by the Company. Software license revenue is
recognized upon shipment in accordance with the American Institute of Certified
Public Accountants' Statement of Position 97-2, Software Revenue Recognition
("SOP 97-2"). SOP 97-2 includes criteria similar to SAB 104; however,
collectibility must be probable rather than reasonably assured on software and
software-related deliverables in order to recognize revenue.
Revenue
on extended warranty contracts is recognized on a straight-line basis over the
contractual period.
Service Sales –
Service sales are derived primarily from separately priced maintenance
contracts on the Company's equipment sales and software
subscriptions. Revenue on these items is recognized on a
straight-line basis over the contractual period or when services are
performed.
Sales with
Multiple Elements – The Company's equipment and software is sometimes
sold with other elements, such as installation, training, and/or service
agreements. The installation and training elements are routine in
nature and the average length of time between shipment of the equipment and
completion of the installation and/or training typically occurs within two
months depending on the equipment type. Service agreement terms
typically range from six months to sixty months. Instances of
equipment returns because the Company could not complete installation and
training are infrequent and the contracts do not specify a refund amount if the
equipment is not successfully installed.
In
situations where there are multiple elements, the Company recognizes revenue
equal to the allocated value of the equipment at the time of shipment, which is
when the elements meet the criteria specified in Emerging Issues Task Force
Issue No. 00-21, Accounting
for Revenue Arrangements with Multiple Deliverables ("EITF 00-21") as
follows:
|
·
|
The equipment the Company
sells has value on a stand-alone basis. The Company's customers may
resell equipment on a stand-alone basis and there is an observable market
for the equipment. The Company also may sell the equipment
without installation, training or service agreements. In these cases, the
overall purchase price is lower by an amount equal to the fair value of
any undelivered elements, as
applicable.
|
|
·
|
There is objective and
reliable evidence of the fair value of the undelivered items, as
applicable. The Company calculates the fair value of these elements
based on the same, or similar, services provided to customers on a
stand-alone basis.
|
|
·
|
There are no general rights of
return relating to the equipment. The Company has no
obligation to accept the return of products sold other than for repair or
replacement of defective products, which must be authorized in
advance.
|
If these
three criteria are not met, which is a rare occurrence, equipment revenue is
deferred until delivery of the other elements. Installation, training
and service agreement revenue is deferred at fair value and recorded as the
services are performed. Arrangements for software and
software-related elements of an arrangement are accounted for in accordance with
SOP 97-2. SOP 97-2 includes guidance similar to EITF 00-21 related to
multiple element arrangements, except that vendor-specific objective evidence of
fair value must exist for undelivered elements rather than the objective and
reliable evidence specified in EITF 00-21.
Return Policy –
The Company has no obligation to accept the return of products sold other
than for repair or replacement of defective products, which must be authorized
in advance, except for certain aftermarket product sales in the Ophthalmic Lens
Processing segment. The Company applies the provisions of FASB
Statement of Financial Accounting Standards No. 48, Revenue Recognition when Right of
Return Exists, for those aftermarket product sales.
Distribution –
The Company's Apparel and Flexible Materials sales are primarily made
through its domestic and international in-house direct distribution and service
network. Independent agents and third-party distributors are used in
certain foreign countries. The Ophthalmic Lens Processing sales are
primarily made through its in-house sales force and through independent agents
in certain foreign countries. The Sign Making and Specialty Graphics
segment's sales are made
through
both third-party distributors and the Company's wholly-owned subsidiary,
Spandex. The Company's sales of third-party purchased products are
recorded on a gross revenue basis in accordance with Emerging Issues Task Force
Issue No. 99-19, Reporting
Revenue Gross as a Principal versus Net as an Agent. The
Company is the primary obligor in these transactions, bears general inventory
and credit risks and sets the pricing terms with its customers.
The
Company's distributor sales are not contingent on resale by the distributor to
the end-user customer and the Company has no obligation to repurchase unsold
distributor inventory.
Discounts –
Sales discounts are negotiated with customers prior to billing and sales
invoices are prepared net of negotiated sales discounts at the time of
billing. These discounts are reflected as a reduction in
revenue.
Rebates –
In the Sign Making and Specialty Graphics segment, the Company offers
volume rebates entitling customers to receive refunds or reductions of prior
purchase prices in certain instances. When rebates are offered, a
liability is recorded based on estimated amounts of customer purchases at the
later of the date that the revenue was recognized or the incentive was
offered. The reduction in, or refund of, the selling price from a
sales incentive is classified as a reduction of product sales.
Shipping and
handling fees and costs – The Company includes shipping and handling fees
billed to customers in product sales. Shipping and handling costs
associated with inbound and outbound freight are included in cost of products
sold.
Sales, use and
value-added taxes – The Company records sales, use and value-added taxes
on a net basis.
Research and
development –
Research and development costs are charged to expense as
incurred. These costs are primarily comprised of development
personnel salaries, prototype material costs and testing and trials of new
products.
Earnings per
share – Basic
and diluted earnings per common share are calculated in accordance with the
provisions of FASB Statement of Financial Accounting Standards No. 128, Earnings per
Share. Basic earnings per common share are equal to net
earnings divided by the weighted-average number of common shares outstanding
during the period. Diluted earnings per common share are equal to net earnings
divided by the weighted-average number of common shares outstanding during the
period, including the effect of stock-based compensation awards, if such effect
is dilutive.
Stock options and
share grants – On May
1, 2006 the Company adopted the provisions of FASB Statement of Financial
Accounting Standards No. 123R, Share-Based Payment ("SFAS
123R"). Under the provisions of SFAS 123R, stock-based
compensation cost is measured at the grant date, based on the calculated fair
value of the award, and is recognized as an expense using the straight-line
method over the employee's requisite service period (generally the vesting
period of the equity grant).
Prior to
May 1, 2006, the Company accounted for stock-based compensation to employees in
accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees ("APB 25") and related interpretations. The Company also
followed the disclosure requirements of FASB Statement of Financial Accounting
Standards No. 123, Accounting
for Stock-Based Compensation ("SFAS 123"), as amended by FASB Statement
of Financial Accounting Standards No. 148, Accounting for Stock-Based
Compensation - Transition and Disclosure. The Company elected
to adopt the modified prospective transition method as provided by
SFAS 123R and, accordingly, amounts in the consolidated financial
statements for the periods prior to May 1, 2006 have not been restated to
reflect expensing of stock-based compensation. The Company has
elected the shortcut method as described in FASB Staff Position No. 123R-3,
Transition Election Related to
Accounting for the Tax Effects of Share-Based Payment Awards, for determining the
available pool of windfall tax benefits upon adoption. In the years
ended April 30, 2008 and 2007, the Company did not recognize windfall tax
benefits in the amount of $0.2 million and $1.1 million, respectively, because
the benefit did not reduce income taxes payable in the current
year. When and if the Company is able to realize a benefit, an
adjustment will be made to paid-in capital.
The
following table illustrates the effects on net income and earnings per share for
the fiscal year ended April 30, 2006 had
the
Company applied the fair value recognition provisions of SFAS 123 to stock-based
employee awards.
In
thousands except per share amounts
|
For
the Fiscal Year Ended April 30, 2006
|
Net
income, as reported
|
|
$ |
2,644 |
|
Add: Stock
based employee compensation expense included in net income, net of related
tax effects
|
|
|
33 |
|
Less: Total
stock-based employee compensation expense determined under
Black-Scholes option pricing model, net of related tax
effects
|
|
|
(514 |
) |
Net
income, pro forma
|
|
$ |
2,163 |
|
Earnings
per share:
|
|
|
|
|
Basic,
as reported
|
|
$ |
0.12 |
|
Basic,
pro forma
|
|
$ |
0.10 |
|
Diluted,
as reported
|
|
$ |
0.12 |
|
Diluted,
pro forma
|
|
$ |
0.09 |
|
Foreign currency
translation – Assets and liabilities of foreign subsidiaries are
translated to the reporting currency of the Company, which is the United States
dollar, at exchange rates prevailing at the balance sheet
date. Translation adjustments and gains and losses on intercompany
foreign currency balances of a long-term investment nature, as designated by
management, are deferred and accumulated as a separate component of
Shareholders' Equity. Revenue and expenses are translated at average
exchange rates prevailing during the year. Transaction gains and
losses are included in the Consolidated Statement of
Operations. Foreign currency transaction losses included in Other
income (expense), net were $1.2 million for the fiscal year ended April 30,
2008. Foreign currency transaction gains included in Other income
(expense), net were $0.7 million and $0.2 million for the fiscal years ended
April 30, 2007 and 2006, respectively.
Investments –
The Company's investments are comprised of money market and mutual funds
held in a rabbi trust that are directed by the Company to be used to fund
benefit payments under the Company's nonqualified supplemental pension
plan. The mutual fund portfolios primarily consist of common stocks,
fixed income securities and money market instruments. These
investments are held in the custody of a major financial
institution. The specific identification method is used to determine
the cost basis of investments disposed of. As of April 30, 2008 and
2007, the Company's investments were classified as available for
sale. These investments are recorded in the Consolidated Balance
Sheets at fair value and are included in Other assets. Unrealized
holding gains and losses are recorded within Accumulated Other Comprehensive
Income within Shareholders' Equity, net of tax. The Company monitors
its investment portfolio for impairment on a periodic basis. The fair
value of investments is determined using quoted market prices for those
securities.
Asset retirement
obligations – FASB Interpretation No. 47, Accounting for Conditional Asset
Retirement Obligations, an interpretation of FASB No. 143 ("FIN 47"), was
issued in March 2005 and adopted on April 30, 2006. FIN 47 provides
clarification with respect to the timing of liability recognition for legal
obligations associated with the retirement of tangible long-lived assets when
the timing and/or method of settlement of the obligation are conditional on a
future event. FIN 47 requires that the fair value of a liability for a
conditional asset retirement obligation be recognized in the period in which it
occurred if a reasonable estimate of fair value can be made. The
Company has determined that conditional legal obligations exist for certain of
its worldwide owned and leased facilities related primarily to leasehold
improvements. Upon adoption, the Company recorded a noncash
transition impact of $0.3 million, net of tax, which is reported as a cumulative
effect of a change in accounting principle, net of tax, in the Consolidated
Statement of Operations, and a liability for conditional asset retirement
obligations of approximately $0.8 million. The outstanding liability
for asset retirement obligations was $0.9 million and $0.8 million as of April
30, 2008 and 2007, respectively.
If FIN 47
had been applied during the fiscal year ended April 30, 2006, net income of $3.0
million would have been $2.9 million, including $0.1 million of proforma
depreciation and interest accretion costs, net of tax. Basic and
diluted earnings per share would not have been impacted if FIN 47 had been
applied during the fiscal year ended April 30, 2006.
Deferred
financing costs – The Company amortizes capitalized financing costs over
the life of the associated debt using the effective interest
method. The unamortized amounts are included in Other assets on the
Consolidated Balance Sheets.
New accounting
pronouncements – In May
2008, the FASB issued Statement of Financial Accounting Standards No.
161,
Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133
("SFAS 161"). The provisions of SFAS 161 are effective for the
Company beginning on February 1, 2009. The provisions of SFAS 161
require enhanced disclosures about an entity's derivatives, including how and
why these instruments are utilized, the accounting for such instruments, and the
impact on the Company's consolidated financial position, results of operations
and cash flows. The Company will comply with the disclosure
requirements of SFAS 161 beginning on February 1, 2009.
In
December 2007, the FASB issued Statement of Financial Accounting Standards No.
141R, Business
Combinations ("SFAS 141R"). The provisions of SFAS 141R are
effective for the Company for business acquisitions made by the Company
beginning on May 1, 2009. The potential impact of SFAS 141R on the
Company's consolidated financial position, results of operations and cash flows
will be dependent upon the terms, conditions and details of such
acquisitions.
In
December 2007, the FASB issued Statement of Financial Accounting Standards No.
160, Noncontrolling Interests
in Consolidated Financial Statements, an amendment of ARB No. 51 ("SFAS
160"). The provisions of SFAS 160 will change the accounting and
reporting for minority interests, which will be recharacterized as
noncontrolling interests and classified as a component of
equity. SFAS 160 will be effective for the Company beginning May 1,
2009. The Company does not expect that SFAS 160 will have a material
impact on the Company’s consolidated financial position, results of operations
or cash flows.
In
February 2007, the FASB issued Statement of Financial Accounting Standards No.
159, The Fair Value Option for
Financial Assets and Financial Liabilities, Including an Amendment of FASB
Statement No. 115 ("SFAS 159"), which is effective for the Company
beginning on May 1, 2008. SFAS 159 provides companies with the option
to elect to measure many financial assets and liabilities at fair value, subject
to certain exceptions. The Company does not plan to apply SFAS 159 to
any of its qualified financial assets and liabilities upon adoption and
therefore, does not expect SFAS 159 will have an impact on its consolidated
financial position, results of operations and cash flows.
In
September 2006, the FASB issued Statement of Financial Accounting Standards
No. 157, Fair Value
Measurements ("SFAS 157"), which is effective for the Company beginning
on May 1, 2008. SFAS 157 defines fair value, establishes a framework
for measuring fair value and expands related disclosure
requirements. The FASB also issued FASB Staff Positions No. 157-1,
Application of FASB Statement
No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements that
Address Fair Value Measurements for Purposes of Lease Classification or
Measurement Under Statement 13 ("FSP 157-1"), and No. 157-2, Effective Date of FASB No.
157 ("FSP 157-2"). FSP 157-1 excludes certain lease
transactions from the scope of SFAS 157 and FSP 157-2 delayed the Company's
effective date of SFAS 157 for certain nonfinancial assets and liabilities to
May 1, 2009. The Company is currently evaluating the potential impact
of SFAS 157 on its consolidated financial position, results of operations and
cash flows.
Reclassifications – Certain
reclassifications have been made to the prior fiscal year amounts disclosed in
the consolidated financial statements to conform to the presentation for the
fiscal year ended April 30, 2008.
Note
2. Accounts Receivable
The
Company sells products and services to customers in a variety of industries and
geographic areas and continually monitors customer creditworthiness and payments
from its customers. The Company requires, in some instances, bank
letters of credit to support customer obligations. Allowances for
doubtful accounts are maintained for estimated losses resulting from the
customers' inability to make required payments. When evaluating the
adequacy of its allowance for doubtful accounts, the Company considers various
factors including accounts receivable agings, customer credit worthiness and
historical bad debts.
A
rollforward of the allowance for doubtful accounts for each of the three fiscal
years in the period ended April 30 was as follows:
In
thousands
|
Balance
at
Beginning
of
Fiscal
Year
|
|
Charges to Costs and
Expenses1
|
|
|
Deductions2
|
|
Balance
at
End
of
Fiscal
Year
|
|
Fiscal
2008
|
|
$ |
7,012 |
|
|
$ |
2,524 |
|
|
$ |
(3,152 |
) |
|
$ |
6,384 |
|
Fiscal
2007
|
|
$ |
7,016 |
|
|
$ |
2,829 |
|
|
$ |
(2,833 |
) |
|
$ |
7,012 |
|
Fiscal
2006
|
|
$ |
9,706 |
|
|
$ |
2,333 |
|
|
$ |
(5,023 |
) |
|
$ |
7,016 |
|
1 Includes
bad debt expense and foreign currency translation adjustments.
2 Deductions
include accounts receivable written off and recoveries. Deductions in
fiscal 2006 were significantly higher related to adjustments to remove old
outstanding balances that were no longer considered collectible and were
reserved in prior fiscal years at certain European operating
entities.
Note
3. Inventories
Inventories
were as follows:
|
|
April
30,
|
|
In
thousands
|
|
2008
|
|
|
2007
|
|
Raw
materials and purchased parts
|
|
$ |
64,230 |
|
|
$ |
53,478 |
|
Work
in process
|
|
|
2,894 |
|
|
|
2,134 |
|
Finished
goods
|
|
|
9,803 |
|
|
|
9,687 |
|
Total
inventories
|
|
$ |
76,927 |
|
|
$ |
65,299 |
|
Note
4. Property, Plant and Equipment
The
components of property, plant and equipment were as follows:
|
|
April
30,
|
|
In
thousands
|
|
2008
|
|
|
2007
|
|
Land
|
|
$ |
1,218 |
|
|
$ |
1,181 |
|
Buildings
|
|
|
38,405 |
|
|
|
35,043 |
|
Machinery,
tools and equipment
|
|
|
109,530 |
|
|
|
103,456 |
|
|
|
|
149,153 |
|
|
|
139,680 |
|
Accumulated
depreciation
|
|
|
(113,081 |
) |
|
|
(102,958 |
) |
|
|
|
36,072 |
|
|
|
36,722 |
|
Construction
in progress
|
|
|
3,780 |
|
|
|
260 |
|
Total
property, plant and equipment, net
|
|
$ |
39,852 |
|
|
$ |
36,982 |
|
Construction
in progress included capitalized interest of $0.1 million for the fiscal year
ended April 30, 2008, a minimal amount of interest for the fiscal year ended
April 30, 2007 and $0.1 million for the fiscal year ended April 30,
2006. Depreciation expense was $8.8 million, $8.1 million, and $8.0
million for the fiscal years ended April 30, 2008, 2007 and 2006,
respectively.
Note
5. Goodwill and Intangible Assets
The table
below presents the gross carrying amount and accumulated amortization of the
Company's acquired intangible
assets
other than goodwill included in Other assets on the Company's Consolidated
Balance Sheets:
|
|
April
30, 2008
|
|
|
April
30, 2007
|
|
In
thousands
|
|
Gross
Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
|
Gross
Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
Amortized
intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Patents
|
|
$ |
7,512 |
|
|
$ |
3,062 |
|
|
$ |
7,233 |
|
|
$ |
2,916 |
|
Other
|
|
|
646 |
|
|
|
413 |
|
|
|
694 |
|
|
|
304 |
|
Total
amortized intangible assets
|
|
$ |
8,158 |
|
|
$ |
3,475 |
|
|
$ |
7,927 |
|
|
$ |
3,220 |
|
Intangible
asset amortization expense was $0.7 million, $0.7 million and $0.6 million for
the fiscal years ended April 30, 2008, 2007 and 2006,
respectively. It is estimated that such expense will be $0.6 million
for the fiscal year ending April 30, 2009, $0.5 million for the fiscal year
ending April 30, 2010, and $0.4 million annually for fiscal years ending April
30, 2011 through 2013.
During
the fiscal years ended April 30, 2008, 2007 and 2006, the Company did not
recognize any goodwill impairments or dispositions. Balances and
changes in the carrying amount of goodwill for the fiscal years ended April 30,
2008 and 2007 were:
In
thousands
|
Sign
Making
&
Specialty
Graphics
|
|
|
Apparel
&
Flexible
Materials
|
|
|
Ophthalmic
Lens
Processing
|
|
|
Total
|
|
Balance
as of April 30, 2006
|
|
$ |
22,060 |
|
|
$ |
12,498 |
|
|
$ |
16,996 |
|
|
$ |
51,554 |
|
Business
acquisition
|
|
|
--- |
|
|
|
1,404 |
|
|
|
--- |
|
|
|
1,404 |
|
Effects
of currency translation
|
|
|
1,863 |
|
|
|
4 |
|
|
|
--- |
|
|
|
1,867 |
|
Balance
as of April 30, 2007
|
|
|
23,923 |
|
|
|
13,906 |
|
|
|
16,996 |
|
|
|
54,825 |
|
Business
acquisition
|
|
|
5,862 |
|
|
|
25 |
|
|
|
--- |
|
|
|
5,887 |
|
Effects
of currency translation
|
|
|
914 |
|
|
|
218 |
|
|
|
--- |
|
|
|
1,132 |
|
Balance
as of April 30, 2008
|
|
$ |
30,699 |
|
|
$ |
14,149 |
|
|
$ |
16,996 |
|
|
$ |
61,844 |
|
Acquisition During the Year Ended
April 30, 2008 - In May 2007, the Company acquired for cash the stock of
Data Technology, Inc. ("Data Technology"), a manufacturer of automated cutting
hardware for the design, die making and short run production segments of the
packaging and graphics industries, located in Massachusetts. The
Company plans to leverage its global multi-market distribution channels and
commercial brand development expertise to release Data Technology's products
into its international markets. The Company also plans to leverage
Data Technology's product portfolio and technologies into sign making and
specialty graphics applications. Under the terms of the stock
purchase agreement, the purchase price was $6.2 million, of which the Company
paid $5.2 million in cash to the stockholders of Data Technology and expects to
pay approximately $1.0 million related to amounts held in escrow under the terms
of the stockholder agreement as contingent consideration during the first
quarter of fiscal 2009. Additionally, the Company may pay further
contingent cash consideration as payments become due through the first quarter
of fiscal 2011 related to certain earn-out provisions based upon operating
profit objectives contained in the agreement. The operating results
of this business are included within the Sign Making and Specialty Graphics
segment in the Company's condensed consolidated financial statements from the
effective date of the acquisition on May 1, 2007.
The
assets and liabilities of Data Technology were recorded at fair value on the
date of acquisition under the purchase method of accounting. The
Company determined the intangible asset fair value of the acquired order backlog
through the use of a valuation model. The unallocated purchase price
was recorded as goodwill of the Sign Making and Specialty Graphics
segment.
The
following table summarizes the estimated fair values of the assets acquired and
liabilities assumed, including
capitalized
transaction costs, and related deferred income taxes as of the acquisition
date:
In
thousands
|
May
1, 2007
|
|
Assets
acquired:
|
|
|
|
Cash
and cash equivalents
|
|
$ |
500 |
|
Accounts
receivable
|
|
|
701 |
|
Inventories
|
|
|
2,106 |
|
Prepaid
expenses and other current assets
|
|
|
71 |
|
Property,
plant and equipment
|
|
|
450 |
|
Goodwill
|
|
|
5,862 |
|
Other
assets
|
|
|
68 |
|
Total
assets acquired
|
|
|
9,758 |
|
Liabilities
assumed:
|
|
|
|
|
Accounts
payable
|
|
|
1,447 |
|
Accrued
compensation and benefits
|
|
|
139 |
|
Other
accrued liabilities
|
|
|
749 |
|
Deferred
revenue
|
|
|
1,038 |
|
Deferred
income taxes
|
|
|
223 |
|
Long-term
debt
|
|
|
1,012 |
|
Total
liabilities assumed
|
|
|
4,608 |
|
Net
assets acquired
|
|
$ |
5,150 |
|
The
Company believes that its results of operations for years ended April 30, 2007
and April 30, 2006 would not have been materially different had the acquisition
occurred at May 1, 2006 or May 1, 2005, respectively.
Acquisition During the Year Ended
April 30, 2007 - In November 2006, the Company acquired for cash certain
assets and assumed certain liabilities of Rápida, a former distributor of the
Company's Apparel and Flexible Material's operating segment business in
Spain. The acquisition is expected to provide the Company with
greater flexibility and improved profitability in Spain through direct sales and
service effort to Gerber Technology customers. Under the terms of the
asset purchase agreement, the Company paid $1.5 million to
Rápida. The Company funded this acquisition through borrowings on its
existing credit facility and available cash balances.
The
assets and liabilities of Rápida were recorded at fair value at the date of
acquisition under the purchase method of accounting. The Company
determined the fair value of the acquired intangible assets through the use of
valuation models. Acquired intangible assets include a service
portfolio of business, equipment backlog, a customer list and non-compete
agreements. The unallocated purchase price was recorded as goodwill
of the Apparel and Flexible Materials segment.
The
acquired liabilities principally included service required under preexisting
contracts, warranty obligations and contingent commission
payments. The operating results of this business are included in the
Company's consolidated financial statements from the date of
acquisition.
The
following table summarizes the estimated fair values of the assets acquired and
liabilities assumed, including
capitalized
transaction costs and related deferred income taxes, as of the acquisition
date.
In
thousands
|
November
3, 2006
|
|
Assets
acquired:
|
|
|
|
Inventories
|
|
$ |
207 |
|
Intangible
assets subject to amortization:
|
|
|
|
|
Customer
relationship
|
|
|
282 |
|
Covenant
not to compete
|
|
|
50 |
|
Order
backlog
|
|
|
52 |
|
Goodwill
|
|
|
1,404 |
|
Total
assets acquired
|
|
|
1,995 |
|
Liabilities
assumed:
|
|
|
|
|
Current
liabilities
|
|
|
315 |
|
Deferred
income taxes
|
|
|
170 |
|
Total
liabilities assumed
|
|
|
485 |
|
Net
assets acquired
|
|
$ |
1,510 |
|
The
Company believes that its results of operations for year ended April 30, 2006
would not have been materially different had the acquisition occurred at May 1,
2005.
Note
6. Investments
The
Company's investments are comprised of money market and mutual funds held in a
rabbi trust that are directed by the Company to be used to fund benefit payments
under the Company's nonqualified supplemental pension
plan. Investments in available-for-sale securities included in Other
assets for the fiscal years ended April 30, 2008 and 2007 were:
|
|
For
the Fiscal Years Ended April 30,
|
|
|
|
2008
|
|
|
2007
|
|
In
thousands
|
|
Cost
|
|
Unrealized
Losses
|
|
Estimated
Fair
Value
|
|
|
Cost
|
|
|
Unrealized
Gains
|
|
|
Estimated
Fair
Value
|
|
Mutual
funds
|
|
$ |
5,461 |
|
|
$ |
(756 |
) |
|
$ |
4,705 |
|
|
$ |
5,494 |
|
|
$ |
20 |
|
|
$ |
5,514 |
|
Gross
realized gains of $1.0 million were included in Other income (expense), net for
the fiscal year ended April 30, 2007. Realized gains and losses for
the fiscal years ended April 30, 2008 and 2006 were not
significant. Realized gains and losses were reclassified from
Accumulated Other Comprehensive Income into the Consolidated Statements of
Operations using the specific identification cost method.
The
unrealized loss as of April 30, 2008 is considered temporary based on the
duration of the loss and the expected performance of the underlying investments
within the mutual fund. The fiscal 2008 reduction in the fair value
of the mutual fund was consistent with an overall decline in fiscal 2008 equity
markets and was not considered a valuation concern specific to the
fund.
Note
7. Income Taxes
Components
of the provision for income taxes attributable to continuing operations
were:
|
|
For
the Fiscal Years Ended April 30,
|
|
In
thousands
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Current:
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$ |
(1,602 |
) |
|
$ |
(232 |
) |
|
$ |
235 |
|
State
and local
|
|
|
273 |
|
|
|
223 |
|
|
|
452 |
|
Foreign
|
|
|
6,406 |
|
|
|
4,805 |
|
|
|
2,117 |
|
Total
current
|
|
|
5,077 |
|
|
|
4,796 |
|
|
|
2,804 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
900 |
|
|
|
1,521 |
|
|
|
(3,707 |
) |
State
and local
|
|
|
128 |
|
|
|
278 |
|
|
|
(194 |
) |
Foreign
|
|
|
143 |
|
|
|
523 |
|
|
|
7,296 |
|
Total
deferred
|
|
|
1,171 |
|
|
|
2,322 |
|
|
|
3,395 |
|
Income
tax expense
|
|
$ |
6,248 |
|
|
$ |
7,118 |
|
|
$ |
6,199 |
|
The
following reconciles the statutory US federal income tax rate to the
consolidated effective income tax rate:
|
|
For
the Fiscal Years Ended April 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Statutory
U.S. federal income tax rate
|
|
|
35.0 |
% |
|
|
35.0 |
% |
|
|
35.0 |
% |
State
income taxes, net of US federal tax benefit
|
|
|
1.3 |
|
|
|
1.5 |
|
|
|
1.1 |
|
Foreign
tax differences and valuation allowance adjustments
|
|
|
1.0 |
|
|
|
1.9 |
|
|
|
14.8 |
|
Export
tax incentives
|
|
|
--- |
|
|
|
(1.3 |
) |
|
|
(4.1 |
) |
Research
and development tax credits
|
|
|
(2.0 |
) |
|
|
(2.8 |
) |
|
|
(3.7 |
) |
Adjustment
of prior years' taxes
|
|
|
(7.0 |
) |
|
|
(0.6 |
) |
|
|
(1.0 |
) |
UK
legislative change
|
|
|
--- |
|
|
|
--- |
|
|
|
25.0 |
|
Other,
net
|
|
|
1.8 |
|
|
|
0.8 |
|
|
|
0.4 |
|
Effective
income tax rate
|
|
|
30.1 |
% |
|
|
34.5 |
% |
|
|
67.5 |
% |
FASB
Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes
("SFAS 109"), requires that a valuation allowance be established if, based upon
all available evidence, it is "more likely than not" that all or a portion of
deferred tax assets may not be realized. A review of all available
evidence includes, but is not limited to, Company performance, the market
environment in which the company operates, the length of carryback and
carryforward periods, as well as objectively verifiable evidence concerning
future profitability. As of April 30, 2008 and 2007, the Company had
valuation allowances of $16.1 million and $15.0 million,
respectively. The net increase in the valuation allowance of $1.1
million for the fiscal year ended April 30, 2008 relates to adjustments to
certain state and foreign tax carryforwards, the effect of which has been
included in the effective tax rate reconciliation in the adjustments for state
income taxes and the foreign tax rate differences. The Company
expects future operations will generate sufficient earnings to realize its
remaining deferred tax assets.
Deferred
tax assets and liabilities as of April 30, 2008 and 2007 were:
|
|
April
30, 2008
|
|
|
April
30, 2007
|
|
In
thousands
|
Deferred
Tax
Assets
|
|
Deferred
Tax
Liabilities
|
|
Deferred
Tax
Assets
|
|
Deferred
Tax
Liabilities
|
|
Depreciation
|
|
$ |
1,332 |
|
|
$ |
1,704 |
|
|
$ |
1,412 |
|
|
$ |
2,289 |
|
Patents
|
|
|
--- |
|
|
|
1,517 |
|
|
|
--- |
|
|
|
1,631 |
|
Employee
benefit plans
|
|
|
11,935 |
|
|
|
95 |
|
|
|
10,918 |
|
|
|
14 |
|
Asset
valuations
|
|
|
17,211 |
|
|
|
5,816 |
|
|
|
19,261 |
|
|
|
4,269 |
|
Provisions
for estimated expenses
|
|
|
3,262 |
|
|
|
73 |
|
|
|
3,095 |
|
|
|
150 |
|
Tax
loss and credit carryforwards
|
|
|
21,721 |
|
|
|
--- |
|
|
|
21,278 |
|
|
|
--- |
|
Other
|
|
|
1,789 |
|
|
|
549 |
|
|
|
1,855 |
|
|
|
2,270 |
|
|
|
|
57,250 |
|
|
|
9,754 |
|
|
|
57,819 |
|
|
|
10,623 |
|
Valuation
allowance
|
|
|
(16,144 |
) |
|
|
--- |
|
|
|
(15,043 |
) |
|
|
--- |
|
|
|
$ |
41,106 |
|
|
$ |
9,754 |
|
|
$ |
42,776 |
|
|
$ |
10,623 |
|
United
States income and foreign withholding taxes have not been provided on $101.4
million of foreign subsidiaries excesses of financial reporting over investment
tax basis differences, including unremitted foreign earnings, because the
differences are considered to be reinvested indefinitely outside the United
States. The basis differences could become taxable upon the sale or
liquidation of these foreign subsidiaries or upon dividend repatriation. The
Company's intent is for such earnings to be reinvested by the subsidiaries or to
be repatriated only when it would be tax effective through the utilization of
foreign tax credits. Determination of the related amount of the
unrecognized deferred income tax liability is not practicable.
The
sources of income before income taxes were:
|
|
For
the Fiscal Years Ended April 30,
|
|
In
thousands
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
United
States
|
|
$ |
439 |
|
|
$ |
4,489 |
|
|
$ |
(3,968 |
) |
Foreign
|
|
|
20,313 |
|
|
|
16,137 |
|
|
|
13,151 |
|
Income
before income taxes
|
|
$ |
20,752 |
|
|
$ |
20,626 |
|
|
$ |
9,183 |
|
As of
April 30, 2008, the Company has approximately $217.6 million of tax net
operating loss carryforwards, primarily state and foreign, of which $197.7
million expire as follows: $6.8 million from the fiscal years ending
April 30, 2009 through 2013, none during the fiscal years ending April 30, 2014
through 2018, and $190.9 million from the fiscal years ending April 30, 2019
through 2028. In addition, the Company has approximately $8.1 million
of federal tax credit carryforwards, of which $6.3 million expire from the
fiscal years ending April 30, 2018 through 2027.
Following
is a rollforward of the valuation allowance on deferred tax assets for the
fiscal years ended April 30, 2008, 2007 and 2006:
In
thousands
|
Balance
at
Beginning
of
Fiscal
Year
|
Charges
to
Income
Tax
Expense
|
|
Write-off
of
Fully
Reserved
Deferred
Tax
Assets
|
|
|
Deductions
|
|
Balance
at
End
of
Fiscal
Year
|
|
Fiscal
2008
|
|
$ |
15,043 |
|
|
$ |
1,188 |
|
|
$ |
--- |
|
|
$ |
(87 |
) |
|
$ |
16,144 |
|
Fiscal
2007
|
|
|
14,292 |
|
|
|
1,227 |
|
|
|
--- |
|
|
|
(476 |
) |
|
|
15,043 |
|
Fiscal
2006
|
|
|
18,780 |
|
|
|
3,946 |
|
|
|
(8,162 |
) |
|
|
(272 |
) |
|
|
14,292 |
|
Charges
to income tax expense relate primarily to net operating losses in state and
foreign jurisdictions, the effect of which has been included in the effective
tax rate reconciliation in the adjustment for state income taxes and within
foreign tax rate differences. It is reasonably possible that
approximately $3.4 million of the valuation allowance will be reversed within 12
months as a result of foreign structural changes.
As
disclosed in Note 1, the Company adopted the provisions of FIN 48 as of
May 1, 2007. At April 30, 2007, the Company had gross tax-effected
unrecognized tax benefits of $10.4 million of which $5.1 million, if recognized,
would impact the effective tax rate. During the year ended April 30, 2008,
the Company recorded interest related to unrecognized tax benefits of
approximately $0.1 million. Total accrued interest at April 30, 2008 and
2007 was approximately $0.1 million. A reconciliation of the
beginning and ending amount of unrecognized tax benefits is as
follows:
In
thousands
|
|
|
|
Balance
as of May 1, 2007
|
|
$ |
5,061 |
|
Additions
for tax positions related to the current year
|
|
|
74 |
|
Additions
for tax positions of prior years
|
|
|
292 |
|
Reductions
for tax positions of prior years
|
|
|
(374 |
) |
Reductions
for lapse of applicable statutes of limitation
|
|
|
(989 |
) |
Settlements
|
|
|
--- |
|
Balance
as of April 30, 2008
|
|
$ |
4,064 |
|
The
Company conducts business globally and, as a result, the Company or one or more
of its subsidiaries file income tax returns in the U.S. federal jurisdiction and
various state and foreign jurisdictions. In the normal course of business, the
Company is subject to examination by taxing authorities throughout the world,
including such major jurisdictions as Australia, Austria, Belgium, Canada,
China, France, Germany, Hong Kong, Italy, the Netherlands, Singapore, Spain,
Switzerland, the United Kingdom and the United States. With few exceptions, the
Company is no longer subject to U.S. federal, state and local, or non-U.S.
income tax examinations for years before 2002.
It is
reasonably possible that a reduction in a range of $0.2 million to $0.7 million
of unrecognized tax benefits may occur within 12 months as a result of
expirations of statutes of limitation.
Note
8. Borrowings
The
Company's outstanding debt is comprised of the following:
|
April
30, 2008
|
|
|
April
30,
|
|
In
thousands
|
Effective
rates
|
|
|
2008
|
|
|
2007
|
|
Short-term
lines of credit
|
|
|
* |
|
|
$ |
--- |
|
|
$ |
1,540 |
|
Revolvers
|
|
|
4.61 |
% |
|
|
36,000 |
|
|
|
25,000 |
|
Term
loans
|
|
|
* |
|
|
|
--- |
|
|
|
836 |
|
Industrial
development bonds
|
|
|
2.57 |
% |
|
|
6,000 |
|
|
|
6,000 |
|
|
|
|
|
|
|
|
42,000 |
|
|
|
33,376 |
|
Less
portion due within one year
|
|
|
|
|
|
|
--- |
|
|
|
(1,773 |
) |
Total
long-term debt
|
|
|
|
|
|
$ |
42,000 |
|
|
$ |
31,603 |
|
* There
were no outstanding borrowings under short-term lines of credit as of April 30,
2008. Term loans were paid in full during the year ended April 30,
2008.
All of
the Company's outstanding debt was at variable interest rates as of April 30,
2008. As the underlying interest rates are believed to represent
market rates, the carrying amounts are considered to approximate fair
value.
Credit Facility –
The Company entered into a credit agreement on January 31, 2008 (the
"Credit Agreement") and refinanced its former credit facility with a $125.0
million senior secured credit facility, of which up to $125.0 million may be
borrowed under revolving credit loans. In addition, the Company may
elect, subject to compliance with specified conditions, to solicit the lenders
under the Credit Agreement to increase by up to $25.0 million the total
principal amount of borrowings available under the credit
facility. The new facility matures on January 31,
2013. The Credit Agreement is among the Company and certain of its
subsidiaries and JP Morgan Chase Bank N.A., HSBC Bank USA, National Association,
Merrill Lynch Capital Corporation, Bank of America, N.A., Sovereign Bank,
Citizens Bank of Massachusetts and RBS Greenwich Capital.
On
January 31, 2008, the Company borrowed approximately $46.0 million under the
Credit Agreement to repay all amounts
outstanding
under its former credit facility of $43.0 million, to pay for certain financing
costs of $0.9 million and for working capital purposes of $2.1
million. Outstanding borrowings under the Credit Agreement accrue
interest at an annual rate equal to the London Interbank Offered Rate ("LIBOR")
plus a specified margin, which varies based upon certain financial
measurements. An annual commitment fee is payable quarterly based
upon the unused amount of the Credit Agreement at a specified margin rate that
fluctuates from 17.5 basis points to 37.5 basis points based upon the Company's
total funded debt to consolidated EBITDA ratio (as defined in the Credit
Agreement).
The
Credit Agreement contains customary representations and warranties, affirmative
and negative covenants and events of default. The Company is subject
to financial covenants under the Credit Agreement, including a minimum
consolidated EBIT to consolidated interest expense ratio, a maximum total funded
debt to consolidated EBITDA ratio, and an annual maximum consolidated capital
expenditures covenant (each as defined in the Credit Agreement).
The
Credit Agreement also contains certain subjective acceleration causes which,
upon the occurrence of a material adverse change in the financial condition,
business or operations of the Company in the view of the lenders, may cause
amounts due under the agreement to become immediately due and payable.
Additionally, the Credit Agreement contains certain cross-default
provisions, which provide that default by the Company under other lending
arrangements could cause the Company to be in default of the Credit
Agreement.
The
Credit Agreement is collateralized by first-priority liens on selected assets
and the pledge of capital stock of the Company and certain of its
subsidiaries.
Prior to
entering into the Credit Agreement, the Company was party to a $50.0 million
asset-based revolving credit facility that included two term
loans. The former credit facility was paid in full and terminated in
connection with the above refinancing. The Company incurred a $0.3
million pre-tax charge as part of the early extinguishment of its previous
credit facility, primarily related to unamortized deferred financing
costs.
Weighted-average
interest rates of the Company's primary credit facility, inclusive of deferred
debt issue costs amortized, were 8.6 percent in the fiscal year ended April 30,
2008, 9.5 percent in the fiscal year ended April 30, 2007 and 11.0 percent in
the fiscal year ended April 30, 2006.
Industrial
Development Bonds – The Company has outstanding $6.0 million of Variable
Rate Demand Industrial Development Bonds ("Industrial Development
Bonds"). The interest rate is adjusted to market rates on a weekly
basis. Weighted-average interest rates of the Industrial Development
Bonds were 3.3 percent in the fiscal year ended April 30, 2008, 3.6 percent in
the fiscal year ended April 30, 2007 and 2.7 percent in the fiscal year ended
April 30, 2006. The Industrial Development Bonds are collateralized
by certain property, plant and equipment and mature in 2014.
The
demand feature of the Industrial Development Bonds is supported by a letter of
credit from a major United States commercial bank. The letter of credit, which
expires in September 2008, automatically renews on an annual basis through an
evergreen clause and carries a fee of 1.75 percent of the face
amount. Advances under the letter of credit become a note payable on
demand at the bank's prime interest rate. The bank providing the
letter of credit has a mortgage and security interest in certain
property. There were no outstanding amounts under this letter of
credit as of April 30, 2008 or 2007.
Short-term Lines
of Credit – The
Company had short-term bank lines of credit available with several international
banks of approximately $5.4 million as of April 30, 2008 and $4.8 million as of
April 30, 2007.
Note
9. Preferred Stock, Common Stock, Stock Option Plans and Restricted
Stock
Preferred Stock –
The Company's Certificate of Incorporation authorizes 10.0 million shares
of preferred stock, issuable in one or more series. The Board of Directors is
authorized to fix and determine the terms, limitations and relative rights and
preferences of the preferred stock, including voting rights, if any, and the
amount of liquidation preference over the common stock, and to establish series
of preferred stock and fix and determine the various terms among the
series. As of April 30, 2008, no preferred stock had been
issued.
Common Stock –
The Company's Certificate of Incorporation authorizes 100.0 million
shares of common stock. There
were 23.7
million shares outstanding as of April 30, 2008 and 23.2 million shares
outstanding as of April 30, 2007.
Stock Repurchase
Plan – The Company was authorized to purchase up to 3.0 million shares of
its outstanding common stock over an indeterminate period of time as, in the
opinion of management, market conditions warrant. Under this
authorization, the Company purchased 1.0 million shares in fiscal 2000. The
reacquired shares have been retired and under Connecticut law constitute
authorized but unissued shares. As of April 30, 2008, the Company could purchase
up to an additional 2.0 million shares.
Stock
Plans – The
Company has stock-based compensation plans under which incentive and
non-qualified stock options and restricted stock may be granted to employees
from common stock. Directors may receive share grants from treasury
stock. Options issued by the Company under its stock plans have a term of ten
years and typically vest ratably over a period of three years. Restricted stock
grants are expensed over the vesting period of the award. Under all stock plans,
the exercise price of the stock option is set on the grant date and may not be
less than the fair market value per share on that date.
As of
April 30, 2008 the Company had five stock incentive plans: the 2006
Omnibus Incentive Plan (the "Omnibus Plan"), the 2003 Employee Stock Option Plan
(the "2003 Plan"), the 1992 Employee Stock Plan (the "1992 Employee Plan"), the
1992 Non-Employee Director Stock Option Plan (the "1992 Non-Employee Director
Plan") and the Non-Employee Director's Stock Grant Plan (the "Non-Employee
Director Stock Grant Plan"), under which employees and directors had been
granted options to purchase or be granted Common Stock of the Company, as
applicable.
The
Omnibus Plan permits the grant of nonqualified stock options, incentive stock
options, stock appreciation rights, restricted stock, restricted stock units
performance shares, performance units, cash-based awards and other stock-based
awards to directors, officers and key employees. As of April 30,
2008, only nonqualified stock options and restricted stock had been
granted. Stock options awarded to key employees under this plan have
a ten-year term and are exercisable at the common stock market price on the date
of grant. Options vest in accordance with the terms of an employee's
grant agreement, generally over three years. A total of 1.5 million
shares of common stock are authorized under the Omnibus
Plan. Exercised options are issued from new common
shares.
The 2003
Plan, which expired with the establishment of the Omnibus Plan, provided for the
grant of incentive stock options, nonqualified options and restricted stock to
key employees for a ten-year term and are exercisable at the common stock market
price on the date of grant. Options continue to vest in accordance
with the terms of an employee's grant agreement, generally over three
years. Vested outstanding options under this plan remain exercisable
in accordance with the terms of the 2003 Plan. Exercised options are
issued from new common shares.
The 1992
Employee Plan, which expired on August 19, 2002, provided for the grant of
incentive stock options, nonqualified options and restricted stock to key
employees for a ten-year term, exercisable at the common stock market price on
the date of grant. Vested outstanding options under this plan remain
exercisable in accordance with the terms of the 1992 Employee
Plan. Exercised options are issued from new common
shares.
The 1992
Non-Employee Director Plan, which expired on August 19, 2002, provided for
nonqualified stock option grants to eligible members of the Board of Directors
who were not also employees of the Company. Options were granted with
a ten-year term at the market price of the common stock on the date of grant and
were immediately exercisable. Vested outstanding options under this
plan remain exercisable. Exercised options are issued from new common
shares.
The
Non-Employee Director Stock Grant Plan provides an annual grant of the Company's
common stock to non-employee members of the Board of Directors equal to 5,000
shares per year as of May 1, 2006. Prior to May 1, 2006, the
Non-Employee Director Stock Grant Plan provided an annual grant of the Company's
common stock to non-employee members of the Board of Directors equal to $25,000
per year. Grants under this plan are issued from treasury
shares.
In the
event of a "change in control," as defined in the Omnibus Plan, the 2003 Plan
and the 1992 Employee Plan, all unvested outstanding stock options granted under
these plans vest and become immediately exercisable.
The
Company estimates the fair value of stock options using the Black-Scholes
valuation model. Key assumptions used to estimate the fair value of stock
options include the exercise price of the award, the grant date stock price, the
expected option term, the expected volatility of the Company's stock over the
expected option term and the risk-free interest rate over
the
expected option term. No dividend yield was assumed for fiscal 2008,
2007 or 2006 grants. Estimates of fair value are
not
intended to predict actual future events or the value ultimately realized by
employees who receive equity awards.
The fair
value of each option grant was estimated on the grant date using the
Black-Scholes option-pricing model with the following weighted-average
assumptions for the fiscal years ended April 30, 2008, 2007 and
2006:
|
For
the Fiscal Years Ended April 30,
|
|
|
2008
|
2007
|
2006
|
|
Expected
option term1
|
5.9
years
|
5.6
years
|
5.7
years
|
|
Expected
volatility2
|
51%
|
55%
|
73%
|
|
Risk-free
interest rate3
|
3.2%
|
4.4%
|
4.4%
|
|
1
|
The
option term was determined using the simplified method for estimating
expected option life through December 31, 2007. The Company's
options qualify as "plain-vanilla" options, as defined in the SEC's Staff
Accounting Bulletin No. 107, "Share-Based Payment." Beginning
on January 1, 2008, the expected option term is determined by analyzing
the Company's historical experience.
|
2
|
The
stock volatility for each grant is measured using the weighted-average of
historical daily price changes of the Company's common stock over the most
recent period equal to the expected option life of the
grant.
|
3
|
The
risk-free interest rate is based on the 5-year U.S. Treasury note
yield in effect at the time of
grant.
|
Weighted-average
fair values at date of grant for options granted during the fiscal years ended
April 30, 2008, 2007 and 2006 were $4.82, $7.36 and $6.28,
respectively. The total intrinsic value of options exercised during
the fiscal years ended April 30, 2008, 2007 and 2006 were $0.9 million, $3.2
million and $0.9 million, respectively. The fair value of options
vested during the fiscal years ended April 30, 2008, 2007 and 2006 was $1.7
million, $1.4 million and $0.9 million, respectively. The Company has
option grants for approximately 0.7 million shares expected to vest over the
next 1.6 years (weighted-average contractual remaining term). The
weighted-average exercise price per share of those options expected to vest is
$10.70 per share, with a combined aggregate intrinsic value of $0.1
million.
The
Company recognized pre-tax stock option compensation expense primarily with
Selling, General and Administrative Expenses of $1.4 million for the year ended
April 30, 2008 and $1.6 million for the year ended April 30, 2007.
A summary
of stock option activity under the stock option plans for the fiscal year ended
April 30, 2008 is set forth below:
|
|
Shares
(in
thousands)
|
|
|
Weighted-
average
Exercise
Price
|
|
Weighted-
average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
(in
millions)
|
|
Outstanding
as of April 30, 2007
|
|
|
2,546 |
|
|
$ |
11.83 |
|
5.3
years
|
|
|
$ |
3.4 |
|
Options
granted
|
|
|
418 |
|
|
$ |
9.35 |
|
|
|
|
|
|
|
Options
exercised
|
|
|
(219 |
) |
|
$ |
6.91 |
|
|
|
|
$ |
0.9 |
|
Options
canceled
|
|
|
(628 |
) |
|
$ |
16.63 |
|
|
|
|
|
|
|
Outstanding
as of April 30, 2008
|
|
|
2,117 |
|
|
$ |
10.42 |
|
5.8
years
|
|
|
$ |
2.0 |
|
Options
exercisable as of April 30, 2008
|
|
|
1,376 |
|
|
$ |
10.24 |
|
4.2
years
|
|
|
$ |
1.9 |
|
The
majority of the current outstanding restricted stock grants vest one-fourth each
year for the four-year period following the date of grant. During the
restriction period, restricted stock awards entitle the holder to all rights of
a holder of common shares, including dividend and voting
rights. Unvested shares are restricted as to disposition and are
subject to forfeiture under certain circumstances. The amount of
compensation expense recognized for restricted stock awards, net of
cancellations, was $0.4 million for the fiscal year ended April 30, 2008 and
$0.1 million for the fiscal years ended April 30, 2007 and
2006. Restricted stock award activity was as
follows:
|
|
For
the Fiscal Years Ended April 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Restricted
stock awarded (shares in thousands)
|
|
|
288 |
|
|
|
32 |
|
|
|
9 |
|
Weighted-average
fair value on date of grant per share
|
|
$ |
9.65 |
|
|
$ |
14.06 |
|
|
$ |
9.45 |
|
The
following table summarizes the activity for the Company's nonvested shares of
restricted stock during the fiscal year ended April 30, 2008:
In
thousands except per share amounts
|
|
Shares
|
|
Weighted-average
Fair
Value
|
|
Nonvested
as of April 30, 2007
|
|
|
46 |
|
|
$ |
12.21 |
|
Granted
|
|
|
288 |
|
|
|
9.65 |
|
Vested
|
|
|
(13 |
) |
|
|
11.39 |
|
Forfeited
|
|
|
(13 |
) |
|
|
10.16 |
|
Nonvested
as of April 30, 2008
|
|
|
308 |
|
|
$ |
9.91 |
|
As of
April 30, 2008, there was $5.4 million of unrecognized compensation cost related
to nonvested stock-based compensation arrangements granted under the Company's
stock plans. That cost is expected to be recognized over a weighted-average
period of 2.5 years.
Note
10. Accumulated Other Comprehensive Income
The
following table discloses the balance by classification within accumulated other
comprehensive income (loss):
In
thousands
|
|
Foreign
Currency
Translation
Adjustment
|
|
Unrealized
Gain (Loss)
on
Available
for
Sale
Securities
|
|
|
Minimum
Pension
Liability
Adjustment
|
|
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
|
Balance
as of April 30, 2005
|
|
$ |
9,861 |
|
|
$ |
187 |
|
|
$ |
(13,625 |
) |
|
$ |
(3,577 |
) |
Fiscal
2006 activity
|
|
|
(2,692 |
) |
|
|
287 |
|
|
|
7,876 |
|
|
|
5,471 |
|
Balance
as of April 30, 2006
|
|
|
7,169 |
|
|
|
474 |
|
|
|
(5,749 |
) |
|
|
1,894 |
|
Fiscal
2007 activity
|
|
|
7,266 |
|
|
|
(462 |
) |
|
|
1,384 |
|
|
|
8,188 |
|
Initial
application of SFAS 158
|
|
|
--- |
|
|
|
--- |
|
|
|
(8,927 |
) |
|
|
(8,927 |
) |
Balance
as of April 30, 2007
|
|
|
14,435 |
|
|
|
12 |
|
|
|
(13,292 |
) |
|
|
1,155 |
|
Fiscal
2008 activity
|
|
|
11,686 |
|
|
|
(486 |
) |
|
|
(1,785 |
) |
|
|
9,415 |
|
Balance
as of April 30, 2008
|
|
$ |
26,121 |
|
|
$ |
(474 |
) |
|
$ |
(15,077 |
) |
|
$ |
10,570 |
|
Note
11. Employee Benefit Plans
Pension
Plans – The
Company has a noncontributory qualified defined benefit pension plan, the Gerber
Scientific, Inc. and Participating Subsidiaries Pension Plan (the "Qualified
Plan"), covering employees in the United States. Employees hired on
or after May 1, 2004 are not eligible to participate in the Qualified
Plan. Qualified Plan benefits accrued prior to May 1, 2004 were based
on an employee's months of service and average annual compensation during the
employee's five consecutive highest-paid years in the last ten calendar years of
service (before April 30, 2004). Effective May 1, 2004, Qualified
Plan benefits are based on an employee's months of service and average annual
compensation during the employee's ten consecutive highest-paid years in the
last ten calendar years of service, but no less than the benefit accrued as of
April 30, 2004. Compensation for this purpose includes salary and other
compensation paid by the Company and reportable on Form W-2 and certain pre-tax
elective contributions, but excludes fringe benefits (cash and noncash),
including compensation related to stock option plans and certain other benefits
and payments.
The
Company's general policy is to fund the Qualified Plan to comply with minimum
funding requirements.
The
Company also maintains an unfunded nonqualified supplemental pension plan (the
"Nonqualified Plan") for certain employees in the United
States. Employees hired on or after May 1, 2004 are not eligible to
participate in the Nonqualified Plan. The Nonqualified Plan provides
for pension benefits earned under the Company's primary pension plan benefit
formula, payment of which is limited by income tax regulations.
Pension
arrangements for employees of foreign subsidiaries are provided generally
through currently funded defined contribution plans and local insurance
contracts. The Company has one closed defined benefit plan in the
United Kingdom with
an
unfunded status of approximately $0.1 million as of April 30, 2008.
As
discussed in Note 1, the Company adopted SFAS 158 on April 30,
2007. SFAS 158 required the Company's underfunded and unfunded plans
to be recognized as a liability. The initial impact of SFAS 158, due
to previously unrecognized actuarial losses and prior service costs or credits,
as well as subsequent changes in the funded status, was recognized as a
component of Accumulated Other Comprehensive Income, not affecting Retained
Earnings in Shareholders' equity.
The
following table presents the incremental effect of applying SFAS 158 on the
Consolidated Balance Sheet as of April 30, 2007:
In
thousands
|
Before
Application
of
SFAS 158
|
|
|
Adjustments
|
|
After
Application
of
SFAS 158
|
|
Other
assets
|
|
$ |
15,484 |
|
|
$ |
(1,100 |
) |
|
$ |
14,384 |
|
Deferred
tax asset
|
|
$ |
29,593 |
|
|
$ |
5,300 |
|
|
$ |
34,893 |
|
Total
assets
|
|
$ |
331,762 |
|
|
$ |
4,200 |
|
|
$ |
335,962 |
|
Other
accrued liabilities
|
|
$ |
25,067 |
|
|
$ |
518 |
|
|
$ |
25,585 |
|
Total
current liabilities
|
|
$ |
113,235 |
|
|
$ |
518 |
|
|
$ |
113,753 |
|
Accrued
pension benefit liability
|
|
$ |
16,180 |
|
|
$ |
12,609 |
|
|
$ |
28,789 |
|
Accumulated
other comprehensive income
|
|
$ |
10,082 |
|
|
$ |
(8,927 |
) |
|
$ |
1,155 |
|
Shareholders'
equity
|
|
$ |
153,408 |
|
|
$ |
(8,927 |
) |
|
$ |
144,481 |
|
The
Company uses an April 30 measurement date for its pension plans.
The
following table summarizes the obligations and funded status of the pension
plans and the related amounts recognized in the Consolidated Balance Sheets as
of April 30, 2008 and 2007:
|
|
Qualified Plan
|
|
|
Nonqualified Plan
|
|
In
thousands
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
Change
in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit
obligation at beginning of fiscal year
|
|
$ |
104,175 |
|
|
$ |
98,417 |
|
|
$ |
7,274 |
|
|
$ |
7,251 |
|
Service
cost
|
|
|
2,493 |
|
|
|
2,361 |
|
|
|
95 |
|
|
|
94 |
|
Interest
cost
|
|
|
6,066 |
|
|
|
5,874 |
|
|
|
396 |
|
|
|
427 |
|
Actuarial
(gain) loss
|
|
|
(4,799 |
) |
|
|
1,330 |
|
|
|
73 |
|
|
|
43 |
|
Benefits
paid
|
|
|
(3,943 |
) |
|
|
(3,807 |
) |
|
|
(582 |
) |
|
|
(541 |
) |
Benefit
obligation at end of fiscal year
|
|
$ |
103,992 |
|
|
$ |
104,175 |
|
|
$ |
7,256 |
|
|
$ |
7,274 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair
value of plan assets at beginning of year
|
|
$ |
82,142 |
|
|
$ |
72,537 |
|
|
$ |
--- |
|
|
$ |
--- |
|
Actual
return on plan assets
|
|
|
(1,442 |
) |
|
|
9,329 |
|
|
|
--- |
|
|
|
--- |
|
Employer
contributions
|
|
|
5,440 |
|
|
|
4,083 |
|
|
|
582 |
|
|
|
541 |
|
Benefits
paid
|
|
|
(3,943 |
) |
|
|
(3,807 |
) |
|
|
(582 |
) |
|
|
(541 |
) |
Fair
value of plan assets at end of fiscal year
|
|
$ |
82,197 |
|
|
$ |
82,142 |
|
|
$ |
--- |
|
|
$ |
--- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded
status and net amount recognized
|
|
$ |
(21,795 |
) |
|
$ |
(22,033 |
) |
|
$ |
(7,256 |
) |
|
$ |
(7,274 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts
recognized in balance sheets, before taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
accrued liabilities
|
|
$ |
--- |
|
|
$ |
--- |
|
|
$ |
(544 |
) |
|
$ |
(518 |
) |
Accrued
pension benefit liability
|
|
|
(21,795 |
) |
|
|
(22,033 |
) |
|
|
(6,712 |
) |
|
|
(6,756 |
) |
Net
amount recognized
|
|
$ |
(21,795 |
) |
|
$ |
(22,033 |
) |
|
$ |
(7,256 |
) |
|
$ |
(7,274 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts
recognized in Accumulated Other Comprehensive Income, before taxes,
consist of:
|
|
|
|
|
|
|
|
|
|
Net
actuarial loss
|
|
$ |
22,032 |
|
|
$ |
18,958 |
|
|
$ |
1,225 |
|
|
$ |
1,157 |
|
Prior
service cost (credit)
|
|
|
803 |
|
|
|
1,100 |
|
|
|
(34 |
) |
|
|
(37 |
) |
Net
amount recognized
|
|
$ |
22,835 |
|
|
$ |
20,058 |
|
|
$ |
1,191 |
|
|
$ |
1,120 |
|
Information
for pension plans with accumulated benefit obligations in excess of plan assets
was as follows as of April 30, 2008 and 2007:
|
|
Qualified Plan
|
|
|
Nonqualified Plan
|
|
In
thousands
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
Projected
benefit obligation
|
|
$ |
103,992 |
|
|
$ |
104,175 |
|
|
$ |
7,256 |
|
|
$ |
7,274 |
|
Accumulated
benefit obligation
|
|
$ |
94,233 |
|
|
$ |
91,485 |
|
|
$ |
6,900 |
|
|
$ |
6,837 |
|
Fair
value of plan assets
|
|
$ |
82,197 |
|
|
$ |
82,142 |
|
|
|
--- |
|
|
|
--- |
|
The
components of the net periodic benefit cost were as follows:
|
|
Qualified Plan
|
|
|
Nonqualified Plan
|
|
|
|
For
the Fiscal Years Ended April 30,
|
|
|
For
the Fiscal Years Ended April 30,
|
|
In
thousands
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Service
cost
|
|
$ |
2,493 |
|
|
$ |
2,361 |
|
|
$ |
2,894 |
|
|
$ |
95 |
|
|
$ |
93 |
|
|
$ |
164 |
|
Interest
cost
|
|
|
6,066 |
|
|
|
5,874 |
|
|
|
5,530 |
|
|
|
396 |
|
|
|
427 |
|
|
|
405 |
|
Expected
return on plan assets
|
|
|
(7,044 |
) |
|
|
(6,132 |
) |
|
|
(5,609 |
) |
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
Amortization
of:
Prior service cost (credit)
|
|
|
296 |
|
|
|
296 |
|
|
|
296 |
|
|
|
(3 |
) |
|
|
(2 |
) |
|
|
(3 |
) |
Actuarial
loss
|
|
|
614 |
|
|
|
730 |
|
|
|
1,708 |
|
|
|
4 |
|
|
|
22 |
|
|
|
63 |
|
Net
periodic benefit cost
|
|
$ |
2,425 |
|
|
$ |
3,129 |
|
|
$ |
4,819 |
|
|
$ |
492 |
|
|
$ |
540 |
|
|
$ |
629 |
|
Other
changes in plan assets and benefit obligations recognized in other comprehensive
income, pre tax, are as follows for the year ended April 30, 2008:
In
thousands
|
|
Qualified Plan
|
|
|
Nonqualified Plan
|
|
Current
year actuarial loss
|
|
$ |
3,687 |
|
|
$ |
72 |
|
Amortization
of net actuarial loss
|
|
|
(614 |
) |
|
|
(4 |
) |
Amortization
of prior service cost (credit)
|
|
|
(296 |
) |
|
|
3 |
|
Total
recognized in other comprehensive income
|
|
$ |
2,777 |
|
|
$ |
71 |
|
The total
amount recognized in net periodic benefit cost and other comprehensive income
for the fiscal year ended April 30, 2008 was $5.2 million for the Qualified Plan
and $0.6 million for the Nonqualified Plan.
The
estimated amount that will be amortized from Accumulated Other Comprehensive
Income into net periodic benefit cost in the fiscal year ending April 30, 2009
is as follows:
In
thousands
|
|
Qualified Plan
|
|
|
Nonqualified Plan
|
|
Net
actuarial loss
|
|
$ |
969 |
|
|
$ |
42 |
|
Prior
service cost (credit)
|
|
|
296 |
|
|
|
(3 |
) |
Total
|
|
$ |
1,265 |
|
|
$ |
39 |
|
Major
assumptions used in determining the benefit obligation and net cost are
presented in the following tables as weighted-averages as of April 30, 2008 and
2007:
|
|
Qualified
Plan
|
|
|
Nonqualified
Plan
|
|
Benefit
Obligation Assumptions
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
Discount
rate
|
|
|
6.50 |
% |
|
|
6.00 |
% |
|
|
6.50 |
% |
|
|
6.00 |
% |
Rate
of compensation increase
|
|
|
4.00 |
% |
|
|
4.00 |
% |
|
|
4.00 |
% |
|
|
4.00 |
% |
|
|
Qualified Plan
|
|
|
Nonqualified Plan
|
|
|
|
For
the fiscal years ended April 30,
|
|
|
For
the fiscal years ended April 30,
|
|
Net
Cost Assumptions
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Discount
rate
|
|
|
6.00 |
% |
|
|
6.25 |
% |
|
|
5.50 |
% |
|
|
6.00 |
% |
|
|
6.25 |
% |
|
|
5.50 |
% |
Expected
return on plan assets
|
|
|
8.50 |
% |
|
|
8.50 |
% |
|
|
8.50 |
% |
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
Rate
of compensation increase
|
|
|
4.00 |
% |
|
|
4.00 |
% |
|
|
4.00 |
% |
|
|
4.00 |
% |
|
|
4.00 |
% |
|
|
4.00 |
% |
The
expected return on assets assumption was developed considering several
factors. Such factors include current and expected target asset
allocation, the Company's historical experience of returns by asset class type,
a risk premium, an inflation estimate (weighted towards future expectations) and
adjustments for anticipated or historical economic changes using a long-term
investment horizon of expected future performance. The effects of
asset diversification and periodic fund rebalancing were also
considered.
The
Company's weighted-average asset allocations as of April 30, 2008 and 2007 by
major asset category, for the Company's Qualified Plan were as
follows:
|
|
2008
|
|
|
2007
|
|
Equity
securities
|
|
|
53 |
% |
|
|
70 |
% |
Debt
securities
|
|
|
39 |
% |
|
|
25 |
% |
Real
estate
|
|
|
5 |
% |
|
|
--- |
|
Other
(primarily money market funds)
|
|
|
3 |
% |
|
|
5 |
% |
|
|
|
100 |
% |
|
|
100 |
% |
As of
April 30, 2008, the Company was primarily invested in mutual funds with
underlying investments in the categories listed above. The overall
strategy of the Qualified Plan is to have a diverse portfolio that reasonably
spans established risk and return levels, preserves liquidity and is designed to
achieve an acceptable rate of return based on the investments' risk
profiles. The strategy allows for a moderate risk approach in order
to achieve greater long-term asset growth. The Qualified Plan's asset
allocation is designed to provide diversification among various asset
classes. The Company's target allocation as of April 30, 2008 was 50
percent to 70 percent in equity securities and 30 percent to 50 percent in fixed
income securities.
The
Qualified Plan contained no shares of Gerber Scientific, Inc. common stock as of
April 30, 2008 or 2007.
The
Company expects to contribute $6.6 million to its pension plans in the fiscal
year ending April 30, 2009.
Estimated
Future Benefit Payments:
The
following benefit payments, which reflect expected future service, are expected
to be paid for the Company's Qualified and Nonqualified Pension
Plans:
In
thousands
|
|
Qualified
Plan
|
|
|
Nonqualified
Plan
|
|
Fiscal
Year 2009
|
|
$ |
3,996 |
|
|
$ |
544 |
|
Fiscal
Year 2010
|
|
$ |
4,257 |
|
|
$ |
516 |
|
Fiscal
Year 2011
|
|
$ |
4,437 |
|
|
$ |
508 |
|
Fiscal
Year 2012
|
|
$ |
4,610 |
|
|
$ |
502 |
|
Fiscal
Year 2013
|
|
$ |
4,878 |
|
|
$ |
482 |
|
Fiscal
Years 2014-2018
|
|
$ |
29,530 |
|
|
$ |
2,225 |
|
401(k) Plan –
Under the Gerber Scientific, Inc. and Participating Subsidiaries 401(k)
Maximum Advantage Program and Trust, employees in the U.S. may contribute a
portion of their compensation to a tax-deferred 401(k) plan. The
Company contributes an amount equal to a specified percentage of each employee's
contribution up to an annual maximum Company contribution per participant. The
Company's expense for matching contributions was $1.4 million, $1.2 million and
$0.9 million for the fiscal years ended April 30, 2008, 2007 and 2006,
respectively.
Note
12. Restructuring Charges
There
were no restructuring charges recorded in the fiscal year ended April 30, 2008
or April 30, 2007. In the fiscal year ended April 30, 2006, the
Company recorded adjustments to certain estimates related to severance,
including the reversal of a $0.3 million restructuring charge related to
severance payable to a former employee when it was determined that this amount
would not be paid. The Company has a leased facility consolidation
restructuring accrual within the Sign Making and Specialty Graphics segment that
was initiated in the fiscal year ended April 30, 2004. During the
year ended April 30, 2008, $0.1 million of cash payments reduced the accrual to
an ending balance of $1.0 million. The remaining cash payments will
continue over the life of the lease, through the fiscal year ending April 30,
2019.
Note
13. Guarantees
Warranty – A
limited warranty is provided on certain of the Company's products for periods
ranging from 90 days to one year and allowances for estimated warranty costs are
recorded during the period of sale.
The
following is a reconciliation of the beginning and ending balances of the
Company's accrued standard warranty liability for the fiscal years ended April
30, 2008 and 2007, which are included in Other accrued liabilities on the
Company's Consolidated Balance Sheets:
|
For
the Fiscal Years Ended April 30,
|
|
In
thousands
|
|
2008
|
|
|
2007
|
|
Beginning
balance
|
|
$ |
2,337 |
|
|
$ |
2,445 |
|
Warranties
issued in the current period
|
|
|
5,880 |
|
|
|
6,281 |
|
Reductions
for costs incurred
|
|
|
(5,890 |
) |
|
|
(6,389 |
) |
Ending
balance
|
|
$ |
2,327 |
|
|
$ |
2,337 |
|
The
Company incurred additional costs of $0.9 million and $0.6 million for the
fiscal years ended April 30, 2008 and 2007, respectively, under extended
warranty contracts.
Financing
Arrangements – The Company has agreements with major financial services
institutions to assist customers in obtaining lease financing to purchase the
Company's equipment. The financial services institutions are the
lessor and the customer is the lessee. These leases typically have
terms ranging from two to six years. As of April 30, 2008, the amount
of lease receivables financed under these agreements between the external
financial services institutions and the lessees was $11.9 million. The Company's
net exposure related to recourse provisions under these agreements was
approximately $4.4 million. The equipment sold generally collateralizes
the lease receivables. In the event of default by the lessee, the
Company has the liability to the financial services institution under recourse
provisions once the institution repossesses the equipment from the lessee and
returns it to the Company. In most cases, the Company then can resell
the equipment, the proceeds of which are expected to substantially cover a
majority of the liability to the financial services institution. As
of April 30, 2008 and 2007, the Company recorded undiscounted accruals for the
expected losses under recourse provisions of $0.2 million and $0.4 million,
respectively.
Guarantees of
Debt – As of April 30, 2008, certain subsidiaries of the Company were
guarantors of the Company's Credit Facility. The guarantors are
required to fulfill the Company's obligations over the life of the Credit
Facility, if the Company fails to pay any portion of the outstanding debt when
due. Outstanding debt under the Credit Facility was $36.0 million and
$25.8 million as of April 30, 2008 and 2007, respectively.
Note
14. Segment Reporting
Reportable
segments are determined based on management's evaluation of the business
units. Each business unit sells internationally as well as within the
United States. The Sign Making and Specialty Graphics segment
manufactures and distributes computer-controlled production systems, software
and aftermarket supplies sold to a diversified customer base in the sign making
and specialty graphics industries. This segment is comprised of the
Gerber Scientific Products and Spandex business units. The results of
Data Technology, acquired during May 2007, are included within Gerber Scientific
Products' results as part of the Sign Making and Specialty Graphics segment
(Note 5). The Apparel and Flexible Materials segment manufactures and
distributes computer-controlled production systems and software for product
design, spreading, labeling,
cutting,
and handling of flexible materials such as fabrics and
composites. The Apparel and Flexible Materials segment's customer
base is in the apparel, aerospace, automotive, furniture and other industries.
The Ophthalmic Lens Processing segment manufactures and distributes
computer-controlled production systems and aftermarket supplies sold to a
diversified customer base in the ophthalmic industry.
Financial
data for the past three fiscal years for the Company's reportable segments are
shown in the following tables. The accounting policies of the
reportable segments are substantially identical to those described in the
summary of significant accounting policies. The effects of material
intrasegment and intersegment transactions have been
eliminated. Asset information by reportable segment is not
accumulated and disclosed as it is not reported to the Company's Chief Executive
Officer and is not used internally.
|
|
For
the Fiscal Years Ended April 30,
|
|
In
thousands
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Sign
Making and Specialty Graphics:
|
|
|
|
|
|
|
|
|
|
Gerber
Scientific Products
|
|
$ |
102,689 |
|
|
$ |
89,357 |
|
|
$ |
89,798 |
|
Spandex
|
|
|
258,397 |
|
|
|
212,730 |
|
|
|
186,479 |
|
Sign
Making and Specialty Graphics
|
|
|
361,086 |
|
|
|
302,087 |
|
|
|
276,277 |
|
Apparel
and Flexible Materials
|
|
|
207,945 |
|
|
|
196,164 |
|
|
|
182,808 |
|
Ophthalmic
Lens Processing
|
|
|
70,986 |
|
|
|
76,547 |
|
|
|
71,333 |
|
Consolidated
revenue
|
|
$ |
640,017 |
|
|
$ |
574,798 |
|
|
$ |
530,418 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sign
Making and Specialty Graphics:
|
|
|
|
|
|
|
|
|
|
|
|
|
Gerber
Scientific Products
|
|
$ |
1,376 |
|
|
$ |
5,199 |
|
|
$ |
7,008 |
|
Spandex
|
|
|
10,592 |
|
|
|
6,419 |
|
|
|
4,323 |
|
Sign
Making and Specialty Graphics
|
|
|
11,968 |
|
|
|
11,618 |
|
|
|
11,331 |
|
Apparel
and Flexible Materials
|
|
|
26,681 |
|
|
|
27,601 |
|
|
|
22,958 |
|
Ophthalmic
Lens Processing
|
|
|
3,434 |
|
|
|
2,913 |
|
|
|
676 |
|
Segment
operating income
|
|
|
42,083 |
|
|
|
42,132 |
|
|
|
34,965 |
|
Corporate
operating expenses
|
|
|
(17,984 |
) |
|
|
(18,500 |
) |
|
|
(17,149 |
) |
Total
operating income
|
|
$ |
24,099 |
|
|
$ |
23,632 |
|
|
$ |
17,816 |
|
Revenue
by geographic area for the fiscal years ended April 30, 2008, 2007 and 2006 and
net property, plant and equipment by geographic area as of April 30, 2008, 2007
and 2006 are in the table below. Revenue was attributed to specific
countries based on the shipment destination.
In
thousands
|
United
States
|
|
|
Europe
|
|
|
All
Other
|
|
|
Total
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$ |
163,099 |
|
|
$ |
292,252 |
|
|
$ |
184,666 |
|
|
$ |
640,017 |
|
Property,
plant and equipment
|
|
$ |
18,440 |
|
|
$ |
17,986 |
|
|
$ |
3,426 |
|
|
$ |
39,852 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$ |
157,600 |
|
|
$ |
243,564 |
|
|
$ |
173,634 |
|
|
$ |
574,798 |
|
Property,
plant and equipment
|
|
$ |
16,775 |
|
|
$ |
17,554 |
|
|
$ |
2,653 |
|
|
$ |
36,982 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$ |
170,715 |
|
|
$ |
214,169 |
|
|
$ |
145,534 |
|
|
$ |
530,418 |
|
Property,
plant and equipment
|
|
$ |
19,573 |
|
|
$ |
16,481 |
|
|
$ |
2,475 |
|
|
$ |
38,529 |
|
Note
15. Commitments and Contingencies
Leases –
The Company occupies space and uses machinery and equipment under
operating lease arrangements. The Company is not the lessee under any
material capital leases. Rental expense under lease arrangements was $13.4
million, $12.5 million and $11.3 million for the fiscal years ended April 30,
2008, 2007 and 2006, respectively.
Minimum
annual rental commitments as of April 30, 2008 under long-term noncancelable
operating leases were:
In
thousands
|
Building
and
Office
Space
|
|
Machinery
and
Equipment
|
|
|
Total
|
|
2009
|
|
$ |
10,446 |
|
|
$ |
1,714 |
|
|
$ |
12,160 |
|
2010
|
|
|
8,290 |
|
|
|
1,185 |
|
|
|
9,475 |
|
2011
|
|
|
6,968 |
|
|
|
553 |
|
|
|
7,521 |
|
2012
|
|
|
6,129 |
|
|
|
164 |
|
|
|
6,293 |
|
2013
|
|
|
6,203 |
|
|
|
30 |
|
|
|
6,233 |
|
After
2013
|
|
|
25,093 |
|
|
|
--- |
|
|
|
25,093 |
|
|
|
$ |
63,129 |
|
|
$ |
3,646 |
|
|
$ |
66,775 |
|
Future
minimum rentals to be received under noncancelable subleases total $4.2
million.
The
Company has two significant operating leases for facilities located in
Connecticut and the United Kingdom. Each lease was originated under a
sale-leaseback transaction. The Connecticut lease is a 17-year lease,
entered into in the fiscal year ended April 30, 2002, and the United Kingdom
lease is a 15-year lease, entered into in the fiscal year ended April 30,
2001. The United Kingdom lease contains a rent escalation feature
that is accounted for on a straight-line basis over the contractual term of the
lease.
Litigation
matters – The Company is subject to governmental audits and proceedings
and various claims and litigation relating to matters incidental to its
business. While the outcome of current pending matters cannot be
predicted definitively, management, after reviewing such matters and claims and
consulting with the Company's internal and external counsel and considering any
applicable insurance coverage, does not believe that the ultimate resolution of
any current pending claims or litigation will have a material adverse impact on
the Company's consolidated financial position, results of operations, cash
flows, liquidity or competitive position.
Note
16. Assets Held for Sale / Sale of Assets
The
Company's management has approved a plan to consolidate certain Australian
facilities, which includes the sale of an owned Ophthalmic Lens Processing
facility in that region. This consolidation and the related sale of
the facility is expected to be completed within one year of April 30,
2008. The net book value of $0.4 million related to that facility is
classified in Prepaid expenses and other current assets in the Consolidated
Balance Sheet as of April 30, 2008.
During
the year ended April 30, 2008, the Company sold its rights to the Gerber Coburn
Innovations software product to Ocuco, Inc. for $1.0 million. The
Company received $0.2 million in cash and $0.6 million in notes
receivable. Additionally, the Company received shares of preferred
stock in Ocuco Holdings Limited, a private company. Included in the
consideration received, Ocuco assumed a liability of $0.2 million related to the
product line. A gain of $1.0 million was recorded in Other income
(expense), net on the Company's Consolidated Statement of Operations for the
year ended April 30, 2008. The sale of these assets did not meet the
criteria for the sale of a component of the Ophthalmic Lens Processing
segment.
During
the year ended April 30, 2008, the Company sold a parcel of land in Connecticut
for $1.4 million. The Company accounted for
this transaction under the full accrual method in accordance with FASB Statement
of Financial Accounting Standards No. 66, Accounting
for Sales of Real Estate.
The Company received $0.3 million in cash and a note receivable for $1.1
million. A gain of $1.3 million was recorded in Other income
(expense), net on the Company's Consolidated Statement of Operations for the
year ended April 30, 2008.
Note
17. Earnings Per Share
The
following table sets forth the computation of basic and diluted earnings per
common share for the fiscal years indicated below.
|
|
April
30, 2008
|
|
|
April
30, 2007
|
|
|
April
30, 2006
|
|
In
thousands except per share amounts
|
|
Net
Income
|
|
|
Average
Shares
|
|
|
Per
Share
|
|
|
Net
Income
|
|
|
Average
Shares
|
|
|
Per
Share
|
|
|
Net
Income
|
|
|
Average
Shares
|
|
|
Per
Share
|
|
Basic
earnings per share before the cumulative effect of a change in accounting
principle
|
|
$ |
14,504 |
|
|
|
23,320 |
|
|
$ |
0.62 |
|
|
$ |
13,508 |
|
|
|
22,896 |
|
|
$ |
0.59 |
|
|
$ |
2,984 |
|
|
|
22,418 |
|
|
$ |
0.13 |
|
Cumulative
effect of a change in accounting principle
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
(340 |
) |
|
|
22,418 |
|
|
|
(0.01 |
) |
Basic
earnings per share
|
|
$ |
14,504 |
|
|
|
23,320 |
|
|
$ |
0.62 |
|
|
$ |
13,508 |
|
|
|
22,896 |
|
|
$ |
0.59 |
|
|
$ |
2,644 |
|
|
|
22,418 |
|
|
$ |
0.12 |
|
Basic
earnings per share before the cumulative effect of a change in accounting
principle
|
|
$ |
14,504 |
|
|
|
23,320 |
|
|
$ |
0.62 |
|
|
$ |
13,508 |
|
|
|
22,896 |
|
|
$ |
0.59 |
|
|
$ |
2,984 |
|
|
|
22,418 |
|
|
$ |
0.13 |
|
Effect
of dilutive options and awards
|
|
|
--- |
|
|
|
278 |
|
|
|
(0.01 |
) |
|
|
--- |
|
|
|
550 |
|
|
|
(0.01 |
) |
|
|
--- |
|
|
|
288 |
|
|
|
--- |
|
Diluted
earnings per share before the cumulative effect of a change in accounting
principle
|
|
$ |
14,504 |
|
|
|
23,598 |
|
|
$ |
0.61 |
|
|
$ |
13,508 |
|
|
|
23,446 |
|
|
$ |
0.58 |
|
|
$ |
2,984 |
|
|
|
22,706 |
|
|
$ |
0.13 |
|
Cumulative
effect of a change in accounting principle
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
--- |
|
|
|
(340 |
) |
|
|
22,706 |
|
|
|
(0.01 |
) |
Diluted
earnings per share
|
|
$ |
14,504 |
|
|
|
23,598 |
|
|
$ |
0.61 |
|
|
$ |
13,508 |
|
|
|
23,446 |
|
|
$ |
0.58 |
|
|
$ |
2,644 |
|
|
|
22,706 |
|
|
$ |
0.12 |
|
For the
fiscal years ended April 30, 2008, 2007 and 2006, stock options to purchase 0.7
million, 1.1 million and 1.7 million shares of common stock, respectively, were
excluded from the calculation of diluted earnings per share because the exercise
price of the stock options exceeded the average market price of the Company's
common stock.
Note
18. Quarterly Results (Unaudited)
A summary
of the quarterly results of operations for the past two fiscal years is set
forth below.
In
thousands except per share amounts
|
|
First
Quarter
|
|
|
Second
Quarter
|
|
|
Third
Quarter
|
|
|
Fourth
Quarter
|
|
Fiscal
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$ |
153,667 |
|
|
$ |
160,716 |
|
|
$ |
151,966 |
|
|
$ |
173,668 |
|
Gross
profit
|
|
$ |
45,461 |
|
|
$ |
46,396 |
|
|
$ |
43,453 |
|
|
$ |
51,223 |
|
Net
income
|
|
$ |
2,837 |
|
|
$ |
2,501 |
|
|
$ |
3,063 |
|
|
$ |
6,103 |
|
Earnings
per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.12 |
|
|
$ |
0.11 |
|
|
$ |
0.13 |
|
|
$ |
0.26 |
|
Diluted
|
|
$ |
0.12 |
|
|
$ |
0.11 |
|
|
$ |
0.13 |
|
|
$ |
0.26 |
|
Fiscal
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$ |
137,488 |
|
|
$ |
145,049 |
|
|
$ |
137,124 |
|
|
$ |
155,137 |
|
Gross
profit
|
|
$ |
41,705 |
|
|
$ |
43,632 |
|
|
$ |
40,001 |
|
|
$ |
47,036 |
|
Net
income
|
|
$ |
2,024 |
|
|
$ |
3,689 |
|
|
$ |
2,230 |
|
|
$ |
5,565 |
|
Earnings
per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.09 |
|
|
$ |
0.16 |
|
|
$ |
0.10 |
|
|
$ |
0.24 |
|
Diluted
|
|
$ |
0.09 |
|
|
$ |
0.16 |
|
|
$ |
0.10 |
|
|
$ |
0.24 |
|
For the
fiscal years ended April 30, 2008 and April 30, 2007, the sum of the four
quarters diluted earnings per share does not equal the full year diluted
earnings per share due to rounding.
Pursuant
to the requirements of Section 13 or 15(d) 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.
GERBER SCIENTIFIC,
INC.
|
(Registrant)
|
|
|
|
June
27, 2008
|
|
By:
|
/s/ John J.
Krawczynski
|
|
|
|
John
J. Krawczynski
(Duly
Authorized Officer and Principal Accounting
Officer)
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated:
Date
|
Signature
|
Title
|
June
27, 2008
|
/s/ Marc T.
Giles
(Marc
T. Giles)
|
President,
Chief Executive Officer and Director (Principal Executive
Officer)
|
|
|
|
|
June
27, 2008
|
/s/ Michael R.
Elia
(Michael
R. Elia)
|
Executive
Vice President and Chief Financial Officer (Principal Financial
Officer)
|
|
|
|
June
27, 2008
|
/s/ Donald P.
Aiken
(Donald
P. Aiken)
|
Director,
Chairman
|
|
|
|
|
|
June
27, 2008
|
/s/ Edward G.
Jepsen
(Edward
G. Jepsen)
|
Director
|
|
|
|
|
|
June
27, 2008
|
/s/ Randall D.
Ledford
(Randall
D. Ledford)
|
Director
|
|
|
|
|
|
June
27, 2008
|
/s/ John R.
Lord
(John
R. Lord)
|
Director
|
|
|
|
|
|
June
27, 2008
|
/s/ Carole F. St.
Mark
(Carole
F. St. Mark)
|
Director
|
|
|
|
|
|
June
27, 2008
|
/s/ W. Jerome
Vereen
(W.
Jerome Vereen)
|
Director
|