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FORM 10-Q |
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x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Commission file number 1-5865 |
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Gerber Scientific, Inc. |
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Connecticut |
06-0640743 |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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83 Gerber Road West, South Windsor, Connecticut (Address of principal executive offices) |
06074 (Zip Code) |
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Registrant's telephone number, including area code: (860) 644-1551 |
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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 ¨ |
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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 |
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23,669,152 shares of common stock of the registrant were outstanding as of February 29, 2008 exclusive of treasury shares. |
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GERBER SCIENTIFIC, INC. |
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PAGE |
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PART I - FINANCIAL INFORMATION |
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Item 1. |
Financial Statements |
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Condensed Consolidated Statements of Operations |
3-4 |
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Condensed Consolidated Balance Sheets |
5 |
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Condensed Consolidated Statements of Cash Flows |
6 |
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Notes to Condensed Consolidated Financial Statements |
7-12 |
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Item 2 |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
13-23 |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
23 |
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Item 4. |
Controls and Procedures |
23 |
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PART II - OTHER INFORMATION |
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Item 1A. |
Risk Factors |
24 |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
24 |
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Item 6. |
Exhibits |
25 |
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Signature |
26 |
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Exhibit Index |
27 |
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2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Gerber Scientific, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
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For the Fiscal Quarters Ended January 31, |
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In thousands except per share data |
2008 |
2007 |
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Revenue: |
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Product sales |
$133,637 |
$120,941 |
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Service sales |
18,329 |
16,183 |
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151,966 |
137,124 |
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Costs and Expenses: |
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Cost of products sold |
95,428 |
86,881 |
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Cost of services sold |
13,085 |
10,242 |
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Selling, general and administrative expenses |
30,691 |
29,863 |
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Research and development |
6,466 |
6,050 |
|
145,670 |
133,036 |
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Operating income |
6,296 |
4,088 |
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Other income (expense), net |
(435) |
(145) |
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Interest expense |
(1,388) |
(965) |
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Income before income taxes |
4,473 |
2,978 |
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Income tax expense |
1,410 |
748 |
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Net income |
$ 3,063 |
$ 2,230 |
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Earnings per share of common stock: |
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Basic |
$ 0.13 |
$ 0.10 |
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Diluted |
$ 0.13 |
$ 0.10 |
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Weighted average shares outstanding: |
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Basic |
23,374 |
23,012 |
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Diluted |
23,618 |
23,398 |
See accompanying Notes to Condensed Consolidated Financial Statements.
3
Gerber Scientific, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
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For the Nine Months Ended January 31, |
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In thousands except per share data |
2008 |
2007 |
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Revenue: |
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Product sales |
$411,022 |
$370,776 |
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Service sales |
55,327 |
48,885 |
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466,349 |
419,661 |
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Costs and Expenses: |
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Cost of products sold |
294,302 |
264,401 |
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Cost of services sold |
36,737 |
29,922 |
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Selling, general and administrative expenses |
99,972 |
92,216 |
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Research and development |
19,483 |
18,193 |
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450,494 |
404,732 |
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Operating income |
15,855 |
14,929 |
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Other income (expense), net |
(96) |
(25) |
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Interest expense |
(3,460) |
(2,713) |
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Income before income taxes |
12,299 |
12,191 |
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Income tax expense |
3,898 |
4,248 |
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Net income |
$ 8,401 |
$ 7,943 |
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Earnings per share of common stock: |
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Basic |
$ 0.36 |
$ 0.35 |
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Diluted |
$ 0.36 |
$ 0.34 |
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Weighted average shares outstanding: |
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Basic |
23,296 |
22,828 |
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Diluted |
23,600 |
23,258 |
See accompanying Notes to Condensed Consolidated Financial Statements.
4
Gerber Scientific, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
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January 31, |
April 30, |
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In thousands |
2008 |
2007 |
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Assets: |
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Current Assets: |
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Cash and cash equivalents |
$ 12,299 |
$ 8,052 |
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Accounts receivable, net |
105,605 |
106,421 |
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Inventories |
77,258 |
65,299 |
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Deferred tax assets |
8,896 |
8,969 |
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Prepaid expenses and other current assets |
6,627 |
6,137 |
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Total current assets |
210,685 |
194,878 |
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Property, plant and equipment, net |
39,079 |
36,982 |
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Goodwill |
61,348 |
54,825 |
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Deferred tax assets |
37,816 |
34,893 |
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Other assets |
15,788 |
14,384 |
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Total assets |
$364,716 |
$335,962 |
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Liabilities and Shareholders' Equity: |
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Current Liabilities: |
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Current portion of long-term debt |
$ --- |
$ 1,773 |
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Accounts payable |
41,264 |
48,772 |
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Accrued compensation and benefits |
17,287 |
21,615 |
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Other accrued liabilities |
27,209 |
25,585 |
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Deferred revenue |
15,176 |
16,008 |
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Total current liabilities |
100,936 |
113,753 |
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Long-term debt |
52,000 |
31,603 |
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Accrued pension benefit liability |
26,076 |
28,789 |
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Other long-term liabilities |
24,810 |
17,336 |
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Commitments and contingencies |
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Preferred stock |
--- |
--- |
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Common stock |
243 |
238 |
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Paid-in capital |
75,018 |
72,612 |
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Retained earnings |
89,323 |
83,290 |
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Treasury stock |
(12,302) |
(12,814) |
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Accumulated other comprehensive income |
8,612 |
1,155 |
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Total shareholders' equity |
160,894 |
144,481 |
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Total liabilities and shareholders' equity |
$364,716 |
$335,962 |
See accompanying Notes to Condensed Consolidated Financial Statements.
5
Gerber Scientific, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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For the Nine Months Ended January 31, |
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In thousands |
2008 |
2007 |
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Cash flows from operating activities: |
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Net income |
$ 8,401 |
$ 7,943 |
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Adjustments to reconcile net income to cash used for operating activities: |
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Depreciation and amortization |
7,005 |
6,397 |
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Deferred income taxes |
799 |
(969) |
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Stock-based compensation |
1,200 |
1,101 |
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Gain on sale of assets |
(950) |
--- |
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Other noncash items |
1,685 |
987 |
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Changes in operating accounts, net of acquisitions: |
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Accounts receivable |
8,448 |
(816) |
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Inventories |
(7,313) |
(9,158) |
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Prepaid expenses and other assets |
543 |
423 |
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Accounts payable and other accrued liabilities |
(15,418) |
(5,265) |
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Accrued compensation and benefits |
(5,478) |
(9,658) |
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Net cash used for operating activities |
(1,078) |
(9,015) |
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Cash flows from investing activities: |
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Capital expenditures |
(6,405) |
(2,781) |
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Proceeds from sale of assets |
150 |
--- |
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Proceeds from sale of available for sale investments |
571 |
502 |
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Purchases of available for sale investments |
(605) |
(433) |
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Acquisitions, net |
(4,650) |
(1,510) |
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Acquisition of intangible assets |
(392) |
(435) |
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Net cash used for investing activities |
(11,331) |
(4,657) |
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Cash flows from financing activities: |
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Debt repayments |
(296,244) |
(213,561) |
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Debt proceeds |
312,809 |
214,367 |
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Debt issuance costs |
(942) |
--- |
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Excess tax benefits from stock-based compensation |
--- |
1,053 |
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Common stock issued |
1,446 |
3,594 |
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Net cash provided by financing activities |
17,069 |
5,453 |
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Effect of exchange rate changes on cash |
(413) |
(1,015) |
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Increase (Decrease) in cash and cash equivalents |
4,247 |
(9,234) |
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Cash and cash equivalents at beginning of period |
8,052 |
14,145 |
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Cash and cash equivalents at end of period |
$ 12,299 |
$ 4,911 |
See accompanying Notes to Condensed Consolidated Financial Statements.
6
Gerber Scientific, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Gerber Scientific, Inc. and its subsidiaries (collectively, the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these condensed consolidated financial statements do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. The condensed consolidated balance sheet as of April 30, 2007 has been derived from the audited consolidated financial statements. All significant intercompany transactions have been eliminated in the condensed consolidated financial statements. The condensed consolidated financial statements have been prepared, in all material respects, in accordance with the accounting principles followed in the preparation of the Company's annual financial statements for the fiscal year ended April 30, 2007, except for the Company's adoption of the Financial Accounting Standards Board's ("FASB") Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109 ("FIN 48"), on May 1, 2007. See Note 10. The results of operations and cash flows for the fiscal quarter and nine months ended January 31, 2008 are not necessarily indicative of the operating results and cash flows for the full fiscal year or any future periods.
Management believes that all adjustments, which include only normal recurring adjustments necessary to fairly state the Company's consolidated financial position, results of operations and cash flows for the periods reported, have been included. The financial information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2007, filed with the Securities and Exchange Commission on July 9, 2007.
Note 2. Inventories
Inventories were as follows:
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January 31, |
April 30, |
|
In thousands |
2008 |
2007 |
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Raw materials and purchased parts |
$60,160 |
$49,822 |
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Work in process |
2,583 |
2,134 |
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Finished goods |
14,515 |
13,343 |
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Total inventories |
$77,258 |
$65,299 |
Note 3. Restructuring
The Company has a restructuring accrual related to a leased facility consolidation in the Sign Making and Specialty Graphics segment that was initiated in the fiscal year ended April 30, 2004. During the nine months ended January 31, 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 4. 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 Condensed Consolidated Balance Sheets:
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January 31, 2008 |
April 30, 2007 |
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Gross |
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Gross |
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Amortized intangible assets: |
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Patents |
$7,165 |
$3,003 |
$7,233 |
$2,916 |
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Other |
695 |
407 |
694 |
304 |
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Total amortized intangible assets |
$7,860 |
$3,410 |
$7,927 |
$3,220 |
7
Intangible asset amortization expense was $0.2 million for the fiscal quarters ended January 31, 2008 and 2007 and $0.5 million for the nine months ended January 31, 2008 and 2007. It is estimated that such expense will be $0.7 million for the fiscal year ending April 30, 2008, $0.6 million for the fiscal year ending April 30, 2009 and $0.4 million annually for the fiscal years ending April 30, 2010 through 2013.
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. Additionally, opportunities exist for the Company's Apparel and Flexible Materials operating segment to leverage Data Technology's product offering and precision cutting technologies for its customers. 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 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. In May 2007, the Company entered into a term loan facilitated by an amendment to its credit facility to fund this acquisition and repay Data Technology's pre-existing debt. The term loan was repaid in January 2008 upon refinancing of the Company's credit facility. See Note 12. The operating results of this business are included within the Sign Making and Specialty Graphic's 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 operating 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: |
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Cash and cash equivalents |
$ 500 |
|
Accounts receivable |
701 |
|
Inventories |
2,106 |
|
Prepaid expenses and other current assets |
71 |
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Property, plant and equipment |
450 |
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Goodwill |
5,862 |
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Other assets |
68 |
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Total assets acquired |
9,758 |
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Liabilities assumed: |
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Accounts payable |
1,447 |
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Accrued compensation and benefits |
139 |
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Other accrued liabilities |
749 |
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Deferred revenue |
1,038 |
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Deferred income taxes |
223 |
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Long-term debt |
1,012 |
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Total liabilities assumed |
4,608 |
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Net assets acquired |
$5,150 |
The Company believes that its results of operations for the fiscal quarter and nine months ended January 31, 2007 would not have been materially different had the acquisition occurred at May 1, 2006.
8
Balances and changes in the carrying amount of goodwill for the nine months ended January 31, 2008 were as follows:
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Sign Making |
Apparel and |
Ophthalmic |
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Balance as of April 30, 2007 |
$23,923 |
$13,906 |
$16,996 |
$54,825 |
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Business acquisition |
5,862 |
--- |
--- |
5,862 |
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Effects of currency translation |
534 |
127 |
--- |
661 |
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Balance as of January 31, 2008 |
$30,319 |
$14,033 |
$16,996 |
$61,348 |
There were no impairments or dispositions of goodwill during the nine months ended January 31, 2008 or 2007.
Note 5. Segment Reporting
The Company's operations are classified into three reportable operating segments: Sign Making and Specialty Graphics, Apparel and Flexible Materials and Ophthalmic Lens Processing. The Sign Making and Specialty Graphics reportable operating 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. See Note 4.
The following table presents revenue and operating income by reportable segment.
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For the Fiscal Quarters |
For the Nine Months |
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In thousands |
2008 |
2007 |
2008 |
2007 |
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Sign Making and Specialty Graphics: |
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Gerber Scientific Products |
$ 23,237 |
$ 20,082 |
$ 75,083 |
$ 66,517 |
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Spandex |
60,758 |
50,800 |
185,612 |
153,105 |
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Sign Making and Specialty Graphics |
83,995 |
70,882 |
260,695 |
219,622 |
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Apparel and Flexible Materials |
52,146 |
48,215 |
153,065 |
143,796 |
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Ophthalmic Lens Processing |
15,825 |
18,027 |
52,654 |
56,243 |
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Intersegment revenue eliminations |
--- |
--- |
(65) |
--- |
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Consolidated revenue |
$151,966 |
$137,124 |
$466,349 |
$419,661 |
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Sign Making and Specialty Graphics: |
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Gerber Scientific Products |
$ (502) |
$ 436 |
$ (43) |
$ 3,699 |
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Spandex |
2,589 |
969 |
6,610 |
4,218 |
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Sign Making and Specialty Graphics |
2,087 |
1,405 |
6,567 |
7,917 |
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Apparel and Flexible Materials |
5,645 |
4,883 |
19,129 |
17,858 |
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Ophthalmic Lens Processing |
(340) |
501 |
2,089 |
1,142 |
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Intersegment operating profit eliminations |
--- |
--- |
(28) |
--- |
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Segment operating income |
7,392 |
6,789 |
27,757 |
26,917 |
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Corporate operating expenses |
(1,096) |
(2,701) |
(11,902) |
(11,988) |
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Total operating income |
$ 6,296 |
$ 4,088 |
$ 15,855 |
$ 14,929 |
Note 6. Comprehensive Income
The Company's total comprehensive income was as follows:
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For the Fiscal Quarters |
For the Nine Months |
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In thousands |
2008 |
2007 |
2008 |
2007 |
|
Net income |
$3,063 |
$2,230 |
$ 8,401 |
$ 7,943 |
|
Other comprehensive (loss) income: |
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Foreign currency translation adjustments |
(1,098) |
1,412 |
7,441 |
2,839 |
|
Defined benefit pension plans activity, net of tax |
143 |
--- |
428 |
--- |
|
Unrealized investment (loss) income, net of tax |
(403) |
(13) |
(412) |
92 |
|
Total comprehensive income |
$1,705 |
$3,629 |
$15,858 |
$10,874 |
9
Note 7. 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 income divided by the weighted average number of common shares outstanding during the period. Diluted earnings per common share are equal to net income divided by the weighted average number of common shares outstanding during the period, including the effect of stock-based compensation awards, where such effect is dilutive.
The following tables set forth the computation of basic and diluted net earnings per common share:
|
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For the Fiscal Quarters Ended January 31, |
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|
|
2008 |
2007 |
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|
Net |
Average |
Per |
Net |
Average |
Per |
|
Basic earnings per share |
$3,063 |
23,374 |
$0.13 |
$2,230 |
23,012 |
$0.10 |
|
Effect of dilutive options and awards |
--- |
244 |
--- |
--- |
386 |
--- |
|
Diluted earnings per share |
$3,063 |
23,618 |
$0.13 |
$2,230 |
23,398 |
$0.10 |
|
|
For the Nine Months Ended January 31, |
|||||
|
|
2008 |
2007 |
||||
|
|
Net |
Average |
Per |
Net |
Average |
Per |
|
Basic earnings per share |
$8,401 |
23,296 |
$0.36 |
$7,943 |
22,828 |
$0.35 |
|
Effect of dilutive options and awards |
--- |
304 |
--- |
--- |
430 |
(0.01) |
|
Diluted earnings per share |
$8,401 |
23,600 |
$0.36 |
$7,943 |
23,258 |
$0.34 |
Note 8. Guarantees
The Company extends financial and product performance guarantees to third parties. There have been no material changes to guarantees outstanding during the fiscal quarter or nine months ended January 31, 2008.
Changes in the carrying amounts of product warranties were as follows:
|
|
For the Nine Months |
|
|
In thousands |
2008 |
2007 |
|
Beginning balance |
$ 2,337 |
$ 2,445 |
|
Changes in accruals related to warranties issued in the current period |
4,771 |
4,192 |
|
Reductions for costs incurred |
(4,701) |
(4,541) |
|
Ending balance |
$ 2,407 |
$ 2,096 |
Note 9. Employee Benefit Plans
Components of net periodic benefit cost were as follows:
|
|
For the Fiscal Quarters |
For the Nine Months |
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|
In thousands |
2008 |
2007 |
2008 |
2007 |
|
Service cost |
$ 647 |
$ 614 |
$ 1,941 |
$ 1,842 |
|
Interest cost |
1,615 |
1,576 |
4,845 |
4,727 |
|
Expected return on plan assets |
(1,760) |
(1,533) |
(5,280) |
(4,599) |
|
Amortization of: |
||||
|
Prior service cost |
73 |
73 |
219 |
219 |
|
Actuarial loss |
154 |
188 |
462 |
564 |
|
Net periodic benefit cost |
$ 729 |
$ 918 |
$ 2,187 |
$ 2,753 |
10
Cash contributions of $1.2 million and $4.2 million were made to the Company's pension defined benefit plans for the fiscal quarter and nine months ended January 31, 2008, respectively. The Company expects to contribute $6.0 million to these plans in the fiscal year ending April 30, 2008.
Note 10. Income Taxes
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 Condensed Consolidated Balance Sheet.
As of May 1, 2007, the total amount of gross unrecognized tax benefits recorded in the Company's Condensed Consolidated Balance Sheets was $10.2 million, of which $4.9 million, if recognized, would impact the Company's effective tax rate. The Company estimates that the total unrecognized tax benefits will decrease by approximately $0.5 million to $0.8 million within the 12 months ending January 31, 2009 as a result of the statute of limitations closing on certain foreign transactions. There have been no significant changes to these amounts during the nine months ended January 31, 2008.
The Company recognizes interest accrued related to unrecognized tax benefits and penalties within income tax expense. An immaterial amount for the payment of interest and penalties was included in the unrecognized tax benefits recorded as of May 1, 2007 associated with those positions.
The Company files a consolidated U.S. federal income tax return and the Company or its subsidiaries also file income tax returns in various state, local and international jurisdictions. With few exceptions, the Company is no longer subject to state or foreign income tax examinations by tax authorities for fiscal years before April 30, 2002. As of January 31, 2008, the Company is no longer subject to U.S. federal tax examination by the Internal Revenue Service for fiscal years before April 30, 2004.
Note 11. 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 January 31, 2008. The Company classified the net book value of $0.4 million related to that facility in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheet as of January 31, 2008.
On July 27, 2007, 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 Condensed Consolidated Statement of Operations for the nine months ended January 31, 2008. The sale of these assets did not meet the criteria for the sale of a component of the Ophthalmic Lens Processing segment.
Note 12. Borrowings
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,
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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 and a maximum total funded debt to consolidated EBITDA ratio (as defined in the Credit Agreement). The Company is also required to comply with an annual maximum consolidated capital expenditures covenant.
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.
Note 13. Recently Issued Accounting Standards
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 after April 30, 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. Since the Company currently does not have any minority interest investments, it does not expect SFAS 160 will have an 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 is currently evaluating whether it will apply SFAS 159 to any of its qualified financial assets and liabilities and the potential impact of the application of SFAS 159 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.
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ITEM 2. 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 "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. Statements which, to the extent they are not statements of historical or present fact, constitute forward-looking statements that involve risks and uncertainties. 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:
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. Certain risk factors that could cause actual results to differ from expectations are set forth in Item 1A. "Risk Factors" of the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2007. The Company cannot assure that its financial position, result of operations 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.
OVERVIEW
The Company reported revenue growth on a consolidated basis, with revenue increasing by $14.8 million and $46.7 million for the fiscal quarter and nine months ended January 31, 2008, respectively, as compared with the same prior year periods. The favorable impact of foreign currency translation across all segments contributed $9.6 million and $24.2 million to revenue for the fiscal quarter and nine months ended January 31, 2008, respectively. Increased aftermarket products sales volume, particularly within the Sign Making and Specialty Graphics segment, the impact of the Company's acquisition of Data Technology, key new product revenue, geographic expansion and higher service revenue, particularly within the Apparel and Flexible Materials segment, also contributed to revenue growth in fiscal 2008 as compared with the prior year. Partially offsetting these positive factors, the Ophthalmic Lens Processing segment reported decreased revenue for the fiscal quarter and nine months ended January 31, 2008, as compared with prior year periods, which is believed to be driven by market conditions resulting from lower aftermarket material and equipment sales.
The Company's acquisition of Data Technology on May 1, 2007 contributed $3.9 million and $10.1 million of revenue for the fiscal quarter and nine months ended January 31, 2008, respectively. The operating results of this acquisition are reported in the Sign Making and Specialty Graphics segment from the date of the acquisition.
Key new products revenue increased $1.2 million and $6.4 million for the quarter and nine months ended January 31, 2008, respectively, as compared with the same prior year periods. This increase was fueled by sales of the XLc7000 multi-ply GERBERcutter® within the Apparel and Flexible Materials segment, though partially offset by lower Solara
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