UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q

x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended January 31, 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

 

06-0640743

(State or other jurisdiction of incorporation or organization)

 

(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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x     No ¨

Indicate by check mark whether the registrant is 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 ¨ (Do not check if a smaller reporting company)            Smaller reporting company ¨


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨     No x

23,669,152 shares of common stock of the registrant were outstanding as of February 29, 2008 exclusive of treasury shares.


 
 

GERBER SCIENTIFIC, INC.
Index to Quarterly Report
on Form 10-Q
Fiscal Quarter Ended January 31, 2008

 
 

PAGE

PART I - FINANCIAL INFORMATION

 
     

Item 1.

Financial Statements

 
 

Condensed Consolidated Statements of Operations

3-4

 

Condensed Consolidated Balance Sheets

5

 

Condensed Consolidated Statements of Cash Flows

6

 

Notes to Condensed Consolidated Financial Statements

7-12

Item 2

Management's Discussion and Analysis of Financial Condition and Results of Operations

13-23

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

23

Item 4.

Controls and Procedures

23

     

PART II - OTHER INFORMATION

 
     

Item 1A.

Risk Factors

24

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

24

Item 6.

Exhibits

25

     

Signature

26

Exhibit Index

27

2


 

PART I - FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

Gerber Scientific, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)

 

For the Fiscal Quarters Ended January 31,

In thousands except per share data

2008 

2007 

Revenue:

   

     Product sales

$133,637 

$120,941 

     Service sales

18,329 

16,183 

 

151,966 

137,124 

Costs and Expenses:

   

     Cost of products sold

95,428 

86,881 

     Cost of services sold

13,085 

10,242 

     Selling, general and administrative expenses

30,691 

29,863 

     Research and development

6,466 

6,050 

 

145,670 

133,036 

Operating income

6,296 

4,088 

Other income (expense), net

(435)

(145)

Interest expense

(1,388)

(965)

Income before income taxes

4,473 

2,978 

Income tax expense

1,410 

748 

Net income

$    3,063 

$    2,230 

Earnings per share of common stock:

  Basic

$      0.13 

$      0.10 

  Diluted

$      0.13 

$      0.10 

     

Weighted average shares outstanding:

   

  Basic

23,374 

23,012 

  Diluted

23,618 

23,398 

See accompanying Notes to Condensed Consolidated Financial Statements.

3


 

Gerber Scientific, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)

 

For the Nine Months Ended January 31,

In thousands except per share data

2008 

2007 

Revenue:

   

     Product sales

$411,022 

$370,776 

     Service sales

55,327 

48,885 

 

466,349 

419,661 

Costs and Expenses:

   

     Cost of products sold

294,302 

264,401 

     Cost of services sold

36,737 

29,922 

     Selling, general and administrative expenses

99,972 

92,216 

     Research and development

19,483 

18,193 

 

450,494 

404,732 

Operating income

15,855 

14,929 

Other income (expense), net

(96)

(25)

Interest expense

(3,460)

(2,713)

Income before income taxes

12,299 

12,191 

Income tax expense

3,898 

4,248 

Net income

$    8,401 

$    7,943 

Earnings per share of common stock:

  Basic

$      0.36 

$      0.35 

  Diluted

$      0.36 

$      0.34 

     

Weighted average shares outstanding:

   

  Basic

23,296 

22,828 

  Diluted

23,600 

23,258 

See accompanying Notes to Condensed Consolidated Financial Statements.

4


 

Gerber Scientific, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)

 

January 31,

April 30,

In thousands

2008 

2007 

Assets:

   

Current Assets:

   

     Cash and cash equivalents

$  12,299 

$    8,052 

     Accounts receivable, net

105,605 

106,421 

     Inventories

77,258 

65,299 

     Deferred tax assets

8,896 

8,969 

     Prepaid expenses and other current assets

6,627 

6,137 

        Total current assets

210,685 

194,878 

Property, plant and equipment, net

39,079 

36,982 

Goodwill

61,348 

54,825 

Deferred tax assets

37,816 

34,893 

Other assets

15,788 

14,384 

        Total assets

$364,716 

$335,962 

Liabilities and Shareholders' Equity:

Current Liabilities:

   

     Current portion of long-term debt

$      ---  

$    1,773 

     Accounts payable

41,264 

48,772 

     Accrued compensation and benefits

17,287 

21,615 

     Other accrued liabilities

27,209 

25,585 

     Deferred revenue

15,176 

16,008 

        Total current liabilities

100,936 

113,753 

Long-term debt

52,000 

31,603 

Accrued pension benefit liability

26,076 

28,789 

Other long-term liabilities

24,810 

17,336 

Commitments and contingencies

   


Shareholders' Equity:

   

     Preferred stock

---  

---  

     Common stock

243 

238 

     Paid-in capital

75,018 

72,612 

     Retained earnings

89,323 

83,290 

     Treasury stock

(12,302)

(12,814)

     Accumulated other comprehensive income

8,612 

1,155 

        Total shareholders' equity

160,894 

144,481 

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)

 

For the Nine Months Ended January 31,

In thousands

2008 

2007 

Cash flows from operating activities:

   Net income

$     8,401 

$     7,943 

   Adjustments to reconcile net income to cash used for operating activities:

   

       Depreciation and amortization

7,005 

6,397 

       Deferred income taxes

799 

(969)

       Stock-based compensation

1,200 

1,101 

       Gain on sale of assets

(950)

---  

       Other noncash items

1,685 

987 

       Changes in operating accounts, net of acquisitions:

   

            Accounts receivable

8,448 

(816)

            Inventories

(7,313)

(9,158)

            Prepaid expenses and other assets

543 

423 

            Accounts payable and other accrued liabilities

(15,418)

(5,265)

            Accrued compensation and benefits

(5,478)

(9,658)

Net cash used for operating activities

(1,078)

(9,015)

Cash flows from investing activities:

   

   Capital expenditures

(6,405)

(2,781)

   Proceeds from sale of assets

150 

---  

   Proceeds from sale of available for sale investments

571 

502 

   Purchases of available for sale investments

(605)

(433)

   Acquisitions, net

(4,650)

(1,510)

   Acquisition of intangible assets

(392)

(435)

Net cash used for investing activities

(11,331)

(4,657)

Cash flows from financing activities:

   

   Debt repayments

(296,244)

(213,561)

   Debt proceeds

312,809 

214,367 

   Debt issuance costs

(942)

--- 

   Excess tax benefits from stock-based compensation

---  

1,053 

   Common stock issued

1,446 

3,594 

Net cash provided by financing activities

17,069 

5,453 

Effect of exchange rate changes on cash

(413)

(1,015)

Increase (Decrease) in cash and cash equivalents

4,247 

(9,234)

Cash and cash equivalents at beginning of period

8,052 

14,145 

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:

 

January 31,

April 30,

In thousands

2008

2007

Raw materials and purchased parts

$60,160

$49,822

Work in process

2,583

2,134

Finished goods

14,515

13,343

        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:

 

January 31, 2008

April 30, 2007



In thousands

Gross
Carrying
Amount


Accumulated
Amortization

Gross
Carrying
Amount


Accumulated
Amortization

Amortized intangible assets:

       

   Patents

$7,165

$3,003

$7,233

$2,916

   Other

695

407

694

304

        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:

 

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 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:



In thousands

Sign Making
and Specialty
Graphics

Apparel and
Flexible
Materials

Ophthalmic
Lens
Processing



Total 

Balance as of April 30, 2007

$23,923 

$13,906 

$16,996 

$54,825 

Business acquisition

5,862 

---  

--- 

5,862 

Effects of currency translation

534 

127 

--- 

661 

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.

 

For the Fiscal Quarters
Ended January 31,

For the Nine Months
Ended January 31,

In thousands

2008 

2007

2008

2007 

Sign Making and Specialty Graphics:

       

  Gerber Scientific Products

$  23,237 

$  20,082 

$  75,083 

$  66,517 

  Spandex

60,758 

50,800 

185,612 

153,105 

Sign Making and Specialty Graphics

83,995 

70,882 

260,695 

219,622 

Apparel and Flexible Materials

52,146 

48,215 

153,065 

143,796 

Ophthalmic Lens Processing

15,825 

18,027 

52,654 

56,243 

Intersegment revenue eliminations

---  

---  

(65)

---  

        Consolidated revenue

$151,966 

$137,124 

$466,349 

$419,661 

Sign Making and Specialty Graphics:

       

  Gerber Scientific Products

$      (502)

$      436 

$        (43)

$    3,699 

  Spandex

2,589 

969 

6,610 

4,218 

Sign Making and Specialty Graphics

2,087 

1,405 

6,567 

7,917 

Apparel and Flexible Materials

5,645 

4,883 

19,129 

17,858 

Ophthalmic Lens Processing

(340)

501 

2,089 

1,142 

Intersegment operating profit eliminations

---  

---  

(28)

---  

        Segment operating income

7,392 

6,789 

27,757 

26,917 

Corporate operating expenses

(1,096)

(2,701)

(11,902)

(11,988)

               Total operating income

$    6,296 

$    4,088 

$  15,855 

$  14,929 

Note 6.   Comprehensive Income

The Company's total comprehensive income was as follows:

 

For the Fiscal Quarters
Ended January 31,

For the Nine Months
Ended January 31,

In thousands

2008 

2007

2008

2007 

Net income

$3,063 

$2,230 

$ 8,401 

$ 7,943 

Other comprehensive (loss) income:

    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:

 

For the Fiscal Quarters Ended January 31,

 

2008

2007


In thousands except per share amounts

Net
Income

Average
Shares

Per
Share

Net
Income

Average
Shares

Per
Share

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


In thousands except per share amounts

Net
Income

Average
Shares

Per
Share

Net
Income

Average
Shares

Per
Share

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
Ended January 31,

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
Ended January 31,

For the Nine Months
Ended January 31,

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,

11


 

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.

12


 

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

13


 

UV2