Scientific Technologies Inc. Reports First Quarter Results
12 Maio 2006 - 8:32PM
Business Wire
Scientific Technologies Incorporated (NASDAQ:STIZ), a leading North
American provider of automation safeguarding products, announced
today the results of operations for the three months ended March
31, 2006. Sales for the first quarter of 2006 increased 12% to
$15,962,000, compared to sales of $14,298,000 for the same quarter
of 2006. Net income for the first quarter of 2006 was $494,000 or
$.05 per common and diluted share, compared to net income of
$20,000 or $.00 per share for the first quarter of 2005. Commenting
on the results, Joseph J. Lazzara, President and Chief Executive
Officer stated, "We are very pleased to report sales and profit
improvements over the first quarter of 2005. The profit improvement
was achieved in spite of the recognition of approximately $200,000
in banking and legal expenses associated with our recently
announced intent to merge with Omron Corporation." On April 25,
2006 STI announced that it had entered into a definitive agreement
with Omron Corporation ("Omron") whereby Omron will acquire the
Safety Products Group ("SPG") of STI. STI also separately entered
into an agreement to sell its Automation Products Group ("APG") to
a new company formed by members of the Lazzara family who currently
serve as officers and directors of STI. The estimated value of the
transaction is comprised of $94 million for SPG, $6 million for
APG, plus an estimate for certain corporate assets, including cash
net of certain liabilities and estimated transaction related
expenses. In total, STI estimates that the transactions would value
the equity of the company at approximately $107 million, or
approximately $10.76 per basic share. About Scientific Technologies
Inc. Scientific Technologies, Inc. (STI) is a North American
leading provider of automation safeguarding products and services
through its Safety Products Group. STI's Optical Sensor Division
(OSD) provides safety products that are used to protect workers
around machinery, automated equipment and industrial robots. Our
products serve a wide variety of applications and markets,
including semiconductor, automotive, electronics manufacturing,
packaging and consumer markets. STI's Machine Services Division
(MSD) provides safety services such as safeguarding equipment
installations, machine safety assessments, and the design and
custom fabrication of guarding solutions. MSD specializes in
machinery services including the repair, relocation, installation
and service of fabricating machinery. MSD serves customers in a
variety of industries, including metal fabrication, aerospace,
electronics, building materials, automotive and food processing.
Our web site is located at www.sti.com STI's Automation Products
Group serves the factory automation, semiconductor, transportation,
oil and gas, consumer and food processing industries with a
diversified offering of sensing technologies. Products include
level, flow, pressure sensing, positioning transducers, vehicle
separation, profiling and ultrasonic sensors and controls. Further
information is available at the Group's web sites:
www.automationsensors.com, and www.stiscanners.com. About Omron
Corporation Omron Corporation, headquartered in Kyoto, Japan, is a
global leader in the field of automation with approximately $6
billion in annual revenues. Established in 1933 and headed by
President and CEO Hisao Sakuta, Omron has more than 26,000
employees in 35 countries working to provide products and services
to customers in a variety of fields including industrial
automation, electronic components, social systems (ticket gate
machines, ticket vending machines and traffic control) and
healthcare. Further information on Omron is located at
www.omron.com. Forward-Looking Statements Certain statements in
this press release, including statements regarding the estimated
value of certain transactions and of the Company, are
forward-looking statements that are subject to risks and
uncertainties. These risks and uncertainties, which could cause
STI's results to differ materially from the forward-looking
statements, include: economic and political conditions in domestic
and international markets; declining market demand for industrial
safety and security products generally; introduction of or
increased demand for alternative products; potential errors,
defects, design flaws or other problems with our products; changes
in regulations relating to industrial safety and security products;
and the other risks detailed from time to time in STI's Securities
and Exchange Commission filings and reports, including STI's annual
report filed on Form 10-K and quarterly reports filed on Form 10-Q.
STI disclaims any obligation to update information contained in any
forward-looking statement. Additional Information and Where to Find
It STI intends to file a proxy statement in connection with the
proposed transactions, a copy of which will be mailed to the
shareholders of STI. STI's Shareholders are urged to read the proxy
statement and other relevant materials when they become available
because they will contain important information about the proposed
transactions. Investors and security holders may obtain free copies
of these documents (when they are available) and other documents
filed with the Securities and Exchange Commission (the "SEC") at
the SEC's web site at www.sec.gov. In addition, investors and
security holders may obtain free copies of the documents filed with
the SEC by STI by going to STI's Investor Relations page on its
corporate website at www.sti.com/financial/index.htm, by contacting
STI in writing at 6550 Dumbarton Circle, Fremont, California 94555
or by calling STI at (510) 608-3400. In addition to the proxy
statement, STI files annual, quarterly and current reports, proxy
statements and other information with the SEC. A copy any such
reports, statements or other information filed by the Company are
available at the SEC public reference rooms. Please call the SEC at
1-800-SEC-0330 for further information on the public reference
rooms. The Company's SEC filings are also available to the public
from commercial document-retrieval services and at the website
maintained by the SEC at http://www.sec.gov. In addition, STI and
its officers and directors may be deemed to be participants in the
solicitation of proxies from STI's shareholders with respect to the
proposed transactions. A description of any interests that STI's
officers and directors have in the acquisition will be available in
the proxy statement. Information concerning STI's directors and
executive officers is set forth in STI's Annual Report on Form
10-K, as amended, filed with the SEC on May 1, 2006. Updated
information about STI's directors and executive officers will be
included in the proxy statement that STI intends to file in
connection with this transaction. -0- *T SCIENTIFIC TECHNOLOGIES
INCORPORATED Condensed Consolidated Income Statement (Amounts in
thousands except per share data) (Unaudited) Three months ended
March 31, 2006 2005 ----------------- Sales $15,962 $14,298 Cost of
sales 9,218 8,820 -------- -------- Gross profit 6,744 5,478
Operating expenses 6,107 5,509 -------- -------- Operating income
(loss) 637 (31) Interest and other income 147 62 -------- --------
Income before taxes 784 31 Provision for income taxes 290 11
-------- -------- Net income $494 $20 ======== ======== Basic and
diluted net income per Share $.05 $.00 ======== ======== Shares
used to compute net income per share Basic 9,791 9,768 Diluted
9,932 9,787 ======== ======== Condensed Consolidated Balance Sheet
(Amounts in thousands) Unaudited --------- March Dec. 31, 31, 2006
2005 --------- ------- Assets Current assets: Cash and cash
equivalents $5,910 $4,773 Short-term investments 2,524 2,480
Accounts receivable 9,385 9,085 Inventories 8,350 8,414 Other
assets 2,483 2,640 -------- -------- Total current assets 28,652
27,392 Property, plant and equipment, net 3,275 3,224 Goodwill,
intangibles and other assets 5,070 5,106 -------- -------- Total
assets $36,997 $35,722 ======== ======== Liabilities and
shareholders' equity Current liabilities: Accounts payable $2,950
$2,481 Accrued expenses 3,950 3,662 Current portion of capital
lease with Parent 68 68 -------- -------- Total current liabilities
6,968 6,211 Capital lease with Parent 11 28 Deferred income tax
liability 708 708 -------- -------- Total liabilities 7,687 6,947
Shareholders' equity 29,310 28,775 -------- -------- Total
liabilities and shareholders' equity $36,997 $35,722 ========
======== *T
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