Analogic Corporation
ANALOGIC CORP (Form: 10-Q, Received: 03/12/2013 16:48:44)
Table of Contents

 

 

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, 2013

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 0-6715

 

 

ANALOGIC CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Massachusetts   04-2454372

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

8 Centennial Drive, Peabody, Massachusetts   01960
(Address of principal executive offices)   (Zip Code)

(978) 326-4000

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report.)

 

 

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 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

The number of shares of common stock outstanding at February 28, 2013 was 12,241,356.

 

 

 


Table of Contents

ANALOGIC CORPORATION

TABLE OF CONTENTS

 

            Page No.  
Part I. Financial Information   

Item 1.

  

Financial Statements

     3   
  

Unaudited Condensed Consolidated Balance Sheets as of January 31, 2013 and July 31, 2012

     3   
  

Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended January 31, 2013 and 2012

     4   
  

Unaudited Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended January 31, 2013 and 2012

     5   
  

Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended January 31, 2013 and 2012

     6   
  

Notes to Unaudited Condensed Consolidated Financial Statements

     7   

Item 2.

  

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

     19   

Item 3.

  

Quantitative and Qualitative Disclosures About Market Risk

     25   

Item 4.

  

Controls and Procedures

     26   
Part II. Other Information      27   

Item 1A.

  

Risk Factors

     27   

Item 2.

  

Unregistered Sales of Equity Securities and Use of Proceeds

     27   

Item 6.

  

Exhibits

     27   

Signatures

     29   
Exhibit Index   

 

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Table of Contents

Part I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

ANALOGIC CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except per share data)

 

     January 31,
2013
          July 31,
2012
 
Assets         

Current assets:

        

Cash and cash equivalents

   $ 175,125          $ 187,011   

Accounts receivable, net of allowance for doubtful accounts of $482 and $344 as of January 31, 2013 and July 31, 2012, respectively

     86,176            96,117   

Inventory

     125,666            108,944   

Refundable and deferred income taxes

     7,088            9,786   

Other current assets

     9,082              6,937   

Total current assets

     403,137            408,795   

Property, plant, and equipment, net

     105,715            96,769   

Goodwill and intangible assets, net

     34,657            36,189   

Deferred income taxes

     10,391            10,749   

Other assets

     6,789              5,494   

Total Assets

   $ 560,689            $ 557,996   
Liabilities and Stockholders’ Equity         

Current liabilities:

        

Accounts payable

   $ 37,463          $ 38,200   

Accrued liabilities

     30,809            41,746   

Advance payments and deferred revenue

     13,874            14,323   

Accrued income taxes

     -              5,670   

Total current liabilities

     82,146            99,939   

Long-term liabilities:

        

Accrued income taxes

     5,242            4,675   

Other long-term liabilities

     7,370              7,063   

Total long-term liabilities

     12,612            11,738   

Commitments and guarantees (Note 12)

        

Stockholders’ equity:

        

Common stock, $.05 par value

     612            608   

Capital in excess of par value

     107,963            100,222   

Retained earnings

     349,350            343,186   

Accumulated other comprehensive income

     8,006              2,303   

Total stockholders’ equity

     465,931              446,319   

Total Liabilities and Stockholders’ Equity

   $ 560,689            $ 557,996   

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

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ANALOGIC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)

 

     Three Months Ended
January 31,
         Six Months Ended
January 31,
 
     2013          2012          2013          2012  

Net revenue:

                 

Product

   $ 132,763         $ 122,189         $ 245,310         $ 236,196   

Engineering

     5,791             4,244             13,111             8,094   

Total net revenue

     138,554             126,433             258,421             244,290   

Cost of sales:

                 

Product

     77,340           75,705           146,014           146,936   

Engineering

     5,815             3,883             11,922             7,483   

Total cost of sales

     83,155             79,588             157,936             154,419   

Gross profit

     55,399             46,845             100,485             89,871   

Operating expenses:

                 

Research and product development

     16,123           13,940           30,197           29,207   

Selling and marketing

     11,867           10,605           23,522           21,070   

General and administrative

     13,606             14,509             25,528             26,219   

Total operating expenses

     41,596             39,054             79,247             76,496   

Income from operations

     13,803             7,791             21,238             13,375   

Other income (expense):

                 

Interest income, net

     95           133           208           269   

Gain on sale of other investments

     -           2,500           -           2,500   

Other, net

     (497          322             (1,516          497   

Total other income (expense), net

     (402          2,955             (1,308          3,266   

Income before income taxes

     13,401           10,746           19,930           16,641   

Provision for (benefit from) income taxes

     3,592             (8,869          5,740             (7,000

Net income

   $ 9,809           $ 19,615           $ 14,190           $ 23,641   

Net income per common share:

                                               

Basic

   $ 0.80         $ 1.61         $ 1.15         $ 1.90   

Diluted

   $ 0.78           $ 1.59           $ 1.13           $ 1.88   

Weighted average shares outstanding:

                 

Basic

     12,294           12,188           12,304           12,464   

Diluted

     12,581           12,333           12,574           12,595   

Dividends declared and paid per share:

   $ 0.10         $ 0.10         $ 0.20         $ 0.20   

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

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ANALOGIC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)

 

     Three Months Ended
January 31,
         Six Months Ended
January 31,
 
     2013           2012          2013          2012  

Net income

   $ 9,809          $ 19,615         $ 14,190         $ 23,641   

Other comprehensive income, net of tax:

                  

Foreign currency translation adjustment

     2,518            (2,782        5,721           (5,092

Unrealized gains (losses) on foreign currency forward contracts, net of tax of $14 and $0 for the three months ended January 31, 2013 and 2012, respectively, and $(10) and $0 for the six months ended January 31, 2013 and 2012, respectively.

     29              25             (18          25   

Total other comprehensive income

   $ 12,356            $ 16,858           $ 19,893           $ 18,574   

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

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ANALOGIC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 

     Six Months Ended
January 31,
 
     2013          2012  

OPERATING ACTIVITIES:

       

Net income

   $ 14,190         $ 23,641   

Adjustments to reconcile net income to net cash provided by operating activities

       

Provison for deferred income taxes

     3,593           2,213   

Depreciation and amortization

     8,043           9,205   

Share-based compensation expense

     5,954           5,401   

Excess tax benefit from share-based compensation

     (1,970        (21

Other

     701           260   

Gain on sale of other investments

     -           (2,500

Net changes in operating assets and liabilities:

       

Accounts receivable

     10,168           9,343   

Inventory

     (16,377        507   

Refundable income taxes

     (1,150        -   

Other current assets

     (3,055        1,378   

Accounts payable

     (795        (5,008

Accrued liabilities

     (9,045        (6,927

Advance payments and deferred revenue

     (469        1,549   

Accrued income taxes

     (2,767        (1,455

Other liabilities

     307             583   

Total net changes in operating assets and liabilities:

     (23,235          (30

NET CASH PROVIDED BY OPERATING ACTIVITIES

     7,328             38,169   

INVESTING ACTIVITIES:

       

Additions to property, plant, and equipment

     (12,914        (17,250

Proceeds from the sale of other investments

     -             2,500   

NET CASH USED FOR INVESTING ACTIVITIES

     (12,914          (14,750

FINANCING ACTIVITIES:

       

Issuance of stock pursuant to exercise of stock options, employee stock purchase plan, restricted stock plans, and non-employee director stock plan

     4,035           480   

Shares repurchased for taxes for vested employee restricted stock awards

     (4,443        -   

Contingent consideration payment

     (340        -   

Excess tax benefit from share-based compensation

     1,970           21   

Purchase of common stock

     (6,024        (15,612

Dividends paid to shareholders

     (2,664          (2,609

NET CASH USED FOR FINANCING ACTIVITIES

     (7,466          (17,720

EFFECT OF EXCHANGE RATE CHANGES ON CASH

     1,166             (1,049

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

     (11,886          4,650   

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

     187,011             169,656   

CASH AND CASH EQUIVALENTS, END OF PERIOD

   $ 175,125           $ 174,306   

Supplemental disclosure of non-cash investing activities from continuing operations were as follows:

We have included within accounts payable and accrued liabilities payments towards the construction of manufacturing facilities in Shanghai, China, and State College, PA, of $1,307 and $1,755 at January 31, 2013 and July 31, 2012, respectively. We also had $614 of other property, plant, and equipment that was included in accounts payable at January 31, 2013. We have included within accounts payable payments towards the construction of manufacturing facilities in Shanghai, China of $1,015 and $1,785 during the six months ended January 31, 2012 and July 31, 2011, respectively.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

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ANALOGIC CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share data)

1. Basis of presentation:

Company

Analogic Corporation, which we refer to as “we,” “us,” and “our,” is a high technology company that designs and manufactures advanced medical imaging and security systems and subsystems sold to original equipment manufacturers, which we refer to as “OEMs,” and end users primarily in the healthcare and airport security markets. We are recognized worldwide for advancing state-of-the-art technology in the areas of computed tomography, which we refer to as “CT,” ultrasound, magnetic resonance imaging, which we refer to as “MRI,” digital mammography, and CT-based automated threat detection systems for airport security. Our OEM customers incorporate our technology into systems they in turn sell for various medical and security applications. We also sell our ultrasound products directly into clinical end-user markets through our direct worldwide sales force under the brand name BK Medical. Our business is strategically aligned into three business segments—Medical Imaging, Ultrasound, and Security Technology. We report our financial condition and results of operations on a fiscal year basis ending July 31. The three months ended January 31, 2013 and 2012 represent the second quarters of fiscal years 2013 and 2012, respectively.

Our top ten customers combined for approximately 67% and 64% of our total net revenue for the three months ended January 31, 2013 and 2012, respectively, and 69% and 65% of our total net revenue for the six months ended January 31, 2013 and 2012, respectively. We had three customers which individually accounted for 10% or more of our net revenue during the three and six months ended January 31, 2013 and the six months ended January 31, 2012. We had two customers which individually accounted for 10% or more of our net revenue during the three months ended January 31, 2012. These customers are set forth in the table below:

 

     Three Months Ended January 31,     Six Months Ended January 31,  
             2013                      2012                     2013                      2012          

Koninklijke Philips Electronics N.V. (“Philips”)

     13      15     15      15

L-3 Communications Corporation (“L-3”)

     12      *        11      *   

Toshiba Corporation

     11      *        11      11

Siemens AG*

        11     *         11

Note (*): Total net revenue was less than 10% in this period.

Philips accounted for 13% and 13% of net accounts receivable at January 31, 2013 and July 31, 2012, respectively. L-3 accounted for 16% and 18% of net accounts receivable at January 31, 2013 and July 31, 2012, respectively. General Electric Corporation accounted for 10% of net accounts receivable at July 31, 2012.

The unaudited condensed consolidated financial statements presented herein include the accounts of us and our subsidiaries, all of which are wholly owned. Investments in companies in which ownership interests range from 10% to 50%, and we exercise significant influence over operating and financial policies are accounted for using the equity method. Other investments are accounted for using the cost method.

General

Our unaudited condensed consolidated financial statements presented herein have been prepared pursuant to the rules of the United States Securities and Exchange Commission, which we refer to as the SEC, for quarterly reports on Form 10-Q. Preparing financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) necessary for a fair statement of the results for all interim periods presented. The results of operations for the three and six months ended January 31, 2013 are not necessarily indicative of the results to be expected for the fiscal year ending July 31, 2013, which we refer to as fiscal year 2013, or any other interim period. These statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended July 31, 2012, which we refer to as fiscal year 2012, included in our Annual Report on Form 10-K as filed with the SEC on October 4, 2012. The accompanying unaudited condensed Consolidated Balance Sheet as of July 31, 2012 contains data derived from our audited financial statements, but do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America, or “U.S. GAAP”, for complete financial statements.

Basis of Presentation

Certain financial statement items have been reclassified to conform to the current period presentation.

 

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ANALOGIC CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

Reclassifications and Revisions to Prior Period Financial Statements

In the third quarter of fiscal year 2012, we identified certain amounts totaling $620 recorded within “Effect of exchange rate changes on cash” in our unaudited condensed consolidated statements of cash flows for the first two quarters of fiscal year 2012 that should be classified primarily within cash flow from operating activities. We determined that this error in classification was not material to our unaudited condensed consolidated statement of cash flows for each quarter in fiscal year 2012. We have corrected this error by revising the unaudited condensed consolidated cash flow statement for the six months ended January 31, 2012. The unaudited condensed consolidated statement of cash flows for the six months ended January 31, 2012 reflects increases in “Effect Of Exchange Rate Changes On Cash” and “Net Cash Used For Financing Activities” of $620 and $34, respectively, with a corresponding decrease in the “Net Cash Provided by Operating Activities” of $654.

2. Recent accounting pronouncements:

Recently adopted

Presentation of Comprehensive Income

In June 2011, the Financial Accounting Standards Board, or the “FASB”, issued an update to the accounting on comprehensive income to increase the prominence of items reported in other comprehensive income and to facilitate convergence of U.S. Generally Accepted Accounting Principles, or “GAAP”, and International Financial Reporting Standards, or “IFRS”. This update requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This update does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. Furthermore, this update does not affect how earnings per share is calculated or presented. This update is effective for annual periods beginning after December 15, 2011, and all periods thereafter and is applied retrospectively.

Not yet effective

Testing indefinite-lived intangible assets for impairment

In July 2012, the FASB issued an update regarding testing indefinite-lived intangible assets for impairment. This update gives an entity the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount. An entity also has the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative impairment test. An entity will be able to resume performing the qualitative assessment in any subsequent period. The guidance is effective for the interim period ended October 31, 2013, and is not expected to have an impact on our financial position, results of operations, or cash flows. Early adoption is permitted.

Comprehensive Income

In January 2013, the FASB issued an update which seeks to improve the reporting of reclassifications out of accumulated other comprehensive income by requiring an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. GAAP to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. This update supersedes the presentation requirements for reclassifications out of accumulated other comprehensive income in ASU No. 2011-05 , Presentation of Comprehensive Income , and ASU No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 . This update is effective for the reporting periods beginning after December 15, 2012, which is our third quarter of fiscal year 2013. The adoption of the update in the third quarter of fiscal 2013 will affect the presentation of comprehensive income but will not impact our financial condition or results of operations.

 

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ANALOGIC CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

3. Share-based compensation:

The following table presents share-based compensation expense included in our unaudited condensed consolidated statements of operations:

 

     Three Months Ended January 31,      Six Months Ended January 31,  
             2013                      2012                      2013                      2012          

Cost of product sales

   $ 242       $ 187       $ 406       $ 319   

Cost of engineering sales

     295         -         695         -   

Research and product development

     860         905         1,168         1,524   

Selling and marketing

     192         421         532         674   

General and administrative

     1,721         1,637         3,153         2,884   

Total share-based compensation expense before tax

   $ 3,310       $ 3,150       $ 5,954       $ 5,401   

We recognize compensation expense on performance-based restricted stock awards with earnings per share, or “EPS,” related and total shareholder return, or “TSR,” related conditions along with time-based stock options and restricted stock awards as follows:

 

     Three Months Ended January 31,      Six Months Ended January 31,  
             2013                      2012                      2013                      2012          

Peformance based EPS related condition compensation expense

   $ 1,447       $ 1,710       $ 2,503       $ 2,668   

Performance based TSR related condition compensation expense

     893         802         1,607         1,577   

Total performance-based stock compensation expense

     2,340         2,512         4,110         4,245   

Time based stock options and restricted stock awards

     970         638         1,844         1,156   

Total share-based compensation expense before tax

   $ 3,310       $ 3,150       $ 5,954       $ 5,401   

We estimate the fair value of stock options using the Black-Scholes valuation model. Key input assumptions used to estimate the fair value of stock options include the exercise price of the award, the expected option term, the expected volatility of our stock over the option’s expected term, the risk-free interest rate over the option’s expected term, and our expected annual dividend yield. We believe that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of our outstanding stock options granted during fiscal years 2013 and 2012.

We did not grant any stock options during the three months ended January 31, 2012. During the six months ended January 31, 2013 and 2012, we granted 98,818 and 123,226 non-qualified stock options, respectively, with weighted average grant-date fair values of $24.80 and $16.36, respectively. The fair value of each option grant was estimated on the grant date using the Black-Scholes valuation model with the following assumptions for the three months ended January 31, 2013 and the six months ended January 31, 2013 and 2012:

 

     Three Months Ended
January 31,
    Six Months Ended
January  31,
 
             2013                     2013                     2012          

Expected option term (1)

     5.38 years        5.41 years        5.34 years   

Expected volatility factor (2)

     41     41     42

Risk-free interest rate (3)

     0.75     0.78     0.95

Expected annual dividend yield (4)

     0.54     0.57     0.87

 

(1) The option life term factor was estimated using historical data.
(2) The expected volatility factor for each grant is determined based on the review of the weighted average of historical daily price changes of our common stock over the most recent expected option term.
(3) The risk free interest rate for periods equal to the expected term of the stock option is based on the U.S. Treasury yield curve in effect at the time of grant.
(4) The expected annual dividend yield is calculated by dividing the expected annual dividends by the stock price on the date of grant.

We had 327,479 and 454,222 performance contingent restricted stock units, or “RSUs”, outstanding as of January 31, 2013 and 2012, respectively. These RSUs represent the target awards and vest if specific pre-established levels of performance have been

 

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ANALOGIC CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

achieved at the end of a three-year performance cycle. The three-year performance cycles for RSUs outstanding at January 31, 2013 end on July 31, 2013, 2014, and 2015. The three-year performance cycles for restricted stock shares/units outstanding at January 31, 2012 ended or will end on July 31, 2012, 2013, and 2014. The actual number of RSUs to be issued will be determined at the end of the three-year performance cycle and can range from zero to 200% of the target award. We grant performance contingent RSUs with either an EPS related performance condition or a TSR related performance condition as determined against a specified peer group. During the three and six months ended January 31, 2013, we granted 505 and 31,269 RSUs, respectively, with an EPS related performance condition and 389 and 24,056 RSUs, respectively, with a TSR related performance condition. During the three months ended January 31, 2012, we granted 36,674 RSUs with an EPS related performance condition and 36,674 RSUs with a TSR related performance condition. As of January 31, 2013, of the 327,479 RSUs outstanding, 195,469 had an EPS related performance condition and 132,010 had a TSR related performance condition.

We estimate the fair value of RSUs that vest based on time or with an EPS related condition by the quoted market price of our common stock on the date of grant. We estimate the fair value of performance based RSUs with market conditions based on the use of a Monte-Carlo Simulation Model. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive equity awards.

For RSUs with an EPS related condition, we recognize compensation expense over the performance period, net of estimated forfeitures, based on the number of RSUs that are deemed probable of vesting at the end of the three-year performance cycle. This probability assessment is done each quarter and changes in estimates can result in significant expense fluctuations due to the cumulative catch-up adjustment.

For RSUs with a TSR related condition, we recognize compensation expense on a straight-line basis, net of estimated forfeitures, over an average derived service period of 2.7 years for the awards granted in fiscal years 2011, 2012, and 2013. The total compensation expense for RSUs with a TSR related condition is not contingent on the performance outcome. The weighted average grant date fair value of RSUs granted with a TSR related condition was $106.36 for the six months ended January 31, 2013. The fair value of the RSUs with a TSR related condition at date of grant was estimated using a Monte-Carlo Simulation model with the following assumptions:

 

     Six Months Ended January 31,  
             2013                     2012          

Stock Price (1)

   $ 70.04      $ 57.81   

Expected volatility factor (2)

     28     29

Risk-free interest rate (3)

     0.32     0.33

Expected annual dividend yield (4)

     0.0     0.0

 

(1) The stock price is the weighted average closing price of our common stock on the date of grant.
(2) The expected volatility factor for each grant is determined based on the historical volatility for the peer group companies over a period equal to the remaining term of the performance period from the date of grant for all awards.
(3) The risk free interest rate for periods equal to the performance period is based on the U.S. Treasury yield curve in effect at the time of grant.
(4) Dividends are considered reinvested when calculating TSR. For the purpose of the fair value model, the dividend yield is therefore considered to be 0%.

During the six months ended January 31, 2013, we issued approximately $4,035 of common stock pursuant to the exercise of stock options, employee stock purchase plan, restricted stock plans, and non-employee director stock plan. We have also repurchased shares from employees for their taxes on vested employee restricted stock awards of $4,443.

4. Derivative Instruments

Certain revenues and/or expenses of our foreign operations are transacted in currencies other than the U.S. dollar. In order to mitigate foreign currency exchange risk, we use forward contracts to lock in exchange rates associated with a portion of our forecasted international expenses. We assess, both at inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting the changes in cash flows or fair values of the hedged items. We also assess hedge ineffectiveness on a quarterly basis and record the gain or loss related to the ineffective portion to current earnings. If we determine that a forecasted transaction is no longer probable of occurring, we discontinue hedge accounting for the affected portion of the hedge instrument, and any related unrealized gain or loss on the contract is recognized in current earnings.

 

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(Continued)

 

At January 31, 2013, we had forward contracts outstanding with notional amounts totaling $16,829 in the Canadian Dollar. These contracts have been designated as cash flow hedges, and the unrealized gains of $25, net of tax, on these contracts are reported in accumulated other comprehensive income (loss). Realized gains and losses on the cash flow hedges are recognized in income in the period when the payment of expenses is recognized. During the three and six months ended January 31, 2013, we recorded approximately $27 and $140, respectively, of realized gains included in cost of revenues and operating expenses in our unaudited condensed consolidated statements of operations. We expect all contracts currently outstanding to settle as of January 31, 2014 and any amounts in accumulated other comprehensive income (loss) to be reported as an adjustment to operating expenses.

5. Fair value measurements:

We measure the fair value of our financial assets and liabilities and non-financial assets and liabilities at least annually using a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows:

 

   

Level 1 – Quoted prices in active markets for identical assets or liabilities.

 

   

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

   

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Our cash equivalents at January 31, 2013 and July 31, 2012 are comprised primarily of demand deposits at highly rated financial institutions.

The following table provides the assets and liabilities carried at fair value measured on a recurring basis at January 31, 2013 and July 31, 2012:

 

     Fair Value Measurements at January 31, 2013         
     Quoted Prices in
Active Markets
for Identical
Assets Level 1
     Significant
Other
Observable
Inputs
Level 2
     Significant
Unobservable
Inputs
Level 3
     Total
Carrying
Value
 

Cash equivalents

   $ -       $ 14,642       $ -       $ 14,642   

Foreign currency forward contracts

     39         -         -         39   

Plan assets for deferred compensation (A)

     2,364         -         -         2,364   

Total assets

   $ 2,403       $ 14,642       $ -       $ 17,045   
     Fair Value Measurements at July 31, 2012         
     Quoted Prices in
Active Markets
for Identical
Assets Level 1
     Significant
Other
Observable
Inputs
Level 2
     Significant
Unobservable
Inputs
Level 3
     Total
Carrying
Value
 

Cash equivalents

   $ -       $ 14,590       $ -       $ 14,590   

Foreign currency forward contracts

     66         -         -         66   

Plan assets for deferred compensation (A)

     1,693         -         -         1,693   

Total assets

   $ 1,759       $ 14,590       $ -       $ 16,349   

Contingent consideration (B)

   $ -       $ -       $ 460       $ 460   

Total liabilities

   $ -       $ -       $ 460       $ 460   

 

(A) Assets held in deferred compensation plan represent our obligation to pay benefits under our non-qualified deferred compensation plan. The related investments consist primarily of mutual funds.
(B) The amount of contingent consideration related to the acquisition to acquire certain assets of an OEM ultrasound transducer and probe business in November 2010. During the quarter ended January 31, 2013, we paid $435 in contingent consideration and have no further obligation.

 

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(Continued)

 

6. Goodwill and other intangible assets:

The carrying amount of goodwill at January 31, 2013 and July 31, 2012 was $1,849.

Other intangible assets include the value assigned to intellectual property and other technology, patents, customer contracts and relationships, a trade name, and in-process research and development. The estimated useful lives for all of these intangible assets, excluding the trade name, as it is considered to have an indefinite life, are between 0.5 to 14 years.

Intangible assets at January 31, 2013 and July 31, 2012 consisted of the following:

 

     January 31, 2013      July 31, 2012  
             Cost              Accumulated
Amortization
             Net                      Cost              Accumulated
Amortization
             Net          

Developed technology

   $ 12,191       $ 5,580       $ 6,611       $ 12,191       $ 4,974       $ 7,217   

Customer relationships

     25,440         8,750         16,690         25,440         7,824         17,616   

Trade name

     7,607         -         7,607         7,607         -         7,607   

In-process research and development

     1,900         -         1,900         1,900         -         1,900   

Total

   $ 47,138       $ 14,330       $ 32,808       $ 47,138       $ 12,798       $ 34,340   

Amortization expense related to intangible assets was $766 and $1,532 for each of the three and six months ended January 31, 2013 and 2012, respectively.

The estimated future amortization expense related to intangible assets for each of the five succeeding fiscal years is expected to be as follows:

 

2013 (remaining six months)

   $ 1,531   

2014

     3,063   

2015

     3,063   

2016

     2,975   

2017

     2,931   
  

 

 

 
   $     13,563   
  

 

 

 

In the second quarter of fiscal year 2013, we performed the annual impairment test for our goodwill. The goodwill relates to our acquisition of Copley Controls in April 2008, all of which is in our OEM reporting unit in the Medical Imaging segment. We elected to bypass the qualitative assessment and proceeded to Step 1 of the impairment test by comparing the fair value of the OEM reporting unit in the Medical Imaging segment to its carrying value. Our approach considered both the market approach and income approach with equal weight assigned to each. Under the market approach, the fair value of the reporting unit is based on trading multiples and a control premium which was determined based on an analysis of control premiums for relevant recent acquisitions. Under the income approach, the fair value of the reporting unit is based on the present value of estimated future cash flows. The income approach is dependent on a number of significant management assumptions including estimates of future sales, future gross margin percentage, and discount rates. We determined that the fair value of the reporting unit was in excess of the carrying value of the net assets of the reporting unit by greater than 70%, and thus it was not necessary for us to perform step two of the impairment test for the goodwill.

For the trade name, we compared the fair value of the Copley trade name using the relief from royalty approach to our carrying value during the second quarter of fiscal year 2013. The relief from royalty approach utilized an after-tax royalty rate and a discount rate. The after-tax royalty rate was determined based on royalty research and margin analysis while the discount rate was determined after consideration of market rates of return on debt and equity capital, the weighted average return on invested capital and the risk associated with achieving forecasted sales for the Copley trade name. We determined that the fair value of the Copley trade name was more than its carrying value by greater than 40%.

For the in-process research and development, which represents our investment of $1,900 in a start-up company with proprietary technology expected to be utilized in our Ultrasound segment, we compared the fair value of the in-process research and development using the income approach to its carrying value during the second quarter of fiscal year 2013. The income approach utilized a discount

 

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(Continued)

 

rate which was determined after consideration of market rates of return on debt and equity capital, the weighted average return on invested capital and the risk associated with achieving forecasted sales from the in-process research and development. We determined that the fair value of the in-process research and development was more than its carrying value by greater than 100%. The Company expects to begin amortizing the in-process research and development over the product life cycle once production of the product begins, which is expected within the next twelve to twenty four months.

7. Restructuring charge:

The following table summarizes charges related to accrued restructuring charge activity for the six months ended January 31, 2013:

 

     Involuntary
Employee
Severance
 

Balance at July 31, 2012

   $ 277   

Cash payments

     (284

Foreign exchange

     7   

Balance at January 31, 2013

   $ -  

8. Balance sheet information:

Additional information for certain balance sheet accounts for the dates indicated is as follows:

 

     January 31,
        2013         
     July 31,
        2012         
 

Accounts receivable, net of allowance:

     

Billed

   $ 82,704       $ 91,143   

Unbilled (A)

     3,472         4,974   
     $ 86,176       $ 96,117   

Inventory:

     

Raw materials

   $ 87,126       $ 73,657   

Work-in-process

     9,718         9,994   

Finished goods

     28,822         25,293   
     $ 125,666       $ 108,944   

Accrued liabilities:

     

Accrued employee compensation and benefits

   $ 17,049       $ 25,153   

Accrued restructuring charges

     -         277   

Accrued warranty

     5,457         5,634   

Other

     8,303         10,682   
     $ 30,809       $ 41,746   

Advance payments and deferred revenue:

     

Deferred revenue (B)

   $ 11,277       $ 11,551   

Customer deposits

     2,597         2,772   
     $ 13,874       $ 14,323   

 

(A) Total unbilled receivables at January 31, 2013 and July 31, 2012 were $6,958 and $7,652, respectively. At January 31, 2013 and July 31, 2012, the long-term portion of unbilled receivables of $3,486 and $2,679, respectively, was included in non-current other assets.
(B) Total deferred revenue at January 31, 2013 and July 31, 2012 was $11,789 and $12,267, respectively. At January 31, 2013 and July 31, 2012, the long-term portion of deferred revenue of $512 and $716, respectively, was included in non-current other liabilities.

 

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(Continued)

 

9. Net income per share:

Basic net income per share is computed using the weighted average number of common shares outstanding during the period. Unvested restricted shares, although legally issued and outstanding, are not considered outstanding for purposes of calculating basic net income per share. Diluted net income per share is computed using the sum of the weighted average number of common shares outstanding during the period and, if dilutive, the weighted average number of potential shares of common stock, including unvested restricted stock awards and the assumed exercise of stock options using the treasury stock method. The calculation of basic and diluted net income per share is as follows:

 

     Three Months Ended
January 31,
     Six Months Ended
January 31,
 
     2013      2012      2013      2012  

Net income

   $ 9,809       $ 19,615       $ 14,190       $ 23,641   
           

Weighted average number of common shares outstanding-basic

     12,294         12,188         12,304         12,464   

Effect of dilutive securities:

           

Stock options and RSUs

     287         145         270         131   

Weighted average number of common shares outstanding-diluted

     12,581         12,333         12,574         12,595   
           

Basic net income per share

   $ 0.80       $ 1.61       $ 1.15       $ 1.90   

Diluted net income per share

   $ 0.78       $ 1.59       $ 1.13       $ 1.88   

Anti-dilutive shares related to outstanding stock options and unvested RSUs (A)

     110         239         89         253   

 

(A) Certain outstanding stock options were not included in the computation of diluted income per share because the options’ exercise prices were greater than the average market price of the common stock and, therefore, the effect would be anti-dilutive. Certain RSUs were also excluded from the computation as their effect would be anti-dilutive. Performance based RSU’s that have not yet been earned have also been excluded from the computation of diluted income per share.

10. Taxes:

The following table presents the provision for income taxes and the effective income tax rates for the three and six months ended January 31, 2013 and 2012:

 

     Three Months Ended January 31,     Six Months Ended January 31,  
             2013                     2012                     2013                     2012          

Provision for income taxes

   $ 3,592      $ (8,869   $ 5,740      $ (7,000

Effective tax rate

     27     -83     29     -42

The effective income tax rates on continuing operations is based upon the estimated income for the year, the composition of the income in different countries, and adjustments, if any, in the applicable quarterly periods for the potential tax consequences, benefits, resolutions of tax audits or other tax contingencies.

The effective tax rates for the three and six months ended January 31, 2013 were lower than the statutory rate of 35% due primarily to a discrete tax benefit of $466 for the reinstatement of the federal research and experimentation credit back to January 1, 2012 from the American Taxpayer Relief Act of 2012 and the lower foreign tax rates as compared to the statutory rate of 35%.

The effective tax rate for the three and six months ended January 31, 2012 were due primarily to a refund of $12,007 in the second quarter of fiscal year 2012 as the result of the completion of an Internal Revenue Service (“IRS”) audit of federal income tax returns for the fiscal years ended July 31, 2003, 2005, and 2008. The refund was largely the result of federal research and experimentation credits that carryover from the fiscal years 1991 through 2000 into the audited returns. We recorded a tax benefit for this refund, including the related interest, in the unaudited consolidated statement of operations of $10,025 in the three and six months ended January 31, 2012. Related to the refund and interest were contingent professional fees of $2,714 recorded in general and administrative expenses in the unaudited consolidated statement of operations in the three and six months ended January 31, 2012. In connection with the conclusion of the IRS audit, we recorded a benefit from the reversal and re-measurement of related tax reserves of $2,308 in the unaudited consolidated statement of operations in the three and six months ended January 31, 2012.

 

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

The total amounts of gross unrecognized tax benefits, which excludes interest and penalties discussed below, as of January 31, 2013 and July 31, 2012 were as follows:

 

January 31, 2013

 

July 31, 2012

$ 7,229   $6,756

If these unrecognized tax benefits are recognized in a future period, it would favorably impact our effective tax rate. In the next four quarters, the statute of limitations for our fiscal years ended July 31, 2009 and July 31, 2007 may expire for US Federal and state incomes taxes and foreign subsidiaries, respectively, and it is reasonably expected that net unrecognized benefits, including interest, of approximately $794 may be recognized.

We are subject to U.S. federal income tax as well as the income tax of multiple state and foreign jurisdictions. As of January 31, 2013, we have concluded all U.S. federal income tax matters through the year ended July 31, 2008. The Danish revenue authority has begun an audit of intercompany transfer pricing for the years ended July 31, 2008 through July 31, 2011.

We accrue interest and, if applicable, penalties for any uncertain tax positions. This interest and penalty expense is treated as a component of income tax expense. At January 31, 2013 and July 31, 2012, we had approximately $712 and $640, respectively, accrued for interest and penalties on unrecognized tax benefits.

11. Segment information:

We have three reportable segments: Medical Imaging, Ultrasound, and Security Technology. Our Medical Imaging segment consists primarily of systems and subsystems used in CT and MRI medical imaging equipment and direct conversion digital x-ray detectors for mammography sold primarily through OEM customers. Our Ultrasound segment consists of ultrasound systems and transducers for the urology, ultrasound-guided surgery and point of care markets sold primarily through our direct sales force and ultrasound transducers sold primarily through OEM customers. Our Security Technology segment consists of advanced threat detection aviation security systems and subsystems sold primarily through OEM customers.

Net revenue, income from operations, identifiable assets, share-based compensation expense, and depreciation and amortization expense of our reportable segments were as follows:

 

     Three Months Ended
January 31,
     Six Months Ended
January 31,
 
             2013                     2012                      2013                     2012          

Net revenue:

         

Medical Imaging

   $ 80,668      $ 75,263       $ 156,676      $ 147,937   

Ultrasound

     40,450        41,078         72,144        75,679   

Security Technology

     17,436        10,092         29,601        20,674   

Total

   $ 138,554      $ 126,433       $ 258,421      $ 244,290   

Income from operations before income taxes:

         

Medical Imaging (A)

     8,535      $ 2,530       $ 15,934      $ 8,012   

Ultrasound

     3,527        4,704         2,733        4,363   

Security Technology (B)

     1,741        557         2,571        1,000   

Total income from operations

     13,803        7,791         21,238        13,375   

Total other (expense) income, net

     (402     2,955         (1,308     3,266   

Total

   $ 13,401      $ 10,746       $ 19,930      $ 16,641   

 

(A) Includes $2,198 of contingent consulting fees related to the tax refund and related interest received in the three and six months ended January 31, 2012, respectively.
(B) Includes $516 of contingent consulting fees related to the tax refund and related interest received in the three and six months ended January 31, 2012, respectively.

 

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

     As of  
     January 31,
2013
     July 31,
2012
 

Identifiable assets:

     

Medical Imaging

   $ 214,160       $ 199,512   

Ultrasound

     140,761         136,388   

Security Technology

     30,727         26,769   

Total reportable segment assets

     385,648         362,669   

Corporate assets (C)

     175,041         195,327   

Total

   $ 560,689       $ 557,996   

 

(C) Includes cash and cash equivalents of $131,824 and $153,122 at January 31, 2013 and July 31, 2012, respectively.

 

     Three Months Ended
January 31,
     Six Months Ended
January 31,
 
             2013                      2012                      2013                      2012          

Share-based compensation:

           

Medical Imaging

   $ 2,101       $ 1,751       $ 3,682       $ 2,959   

Ultrasound

     585         963         1,178         1,688   

Security Technology

     624         436         1,094         754   

Total

   $ 3,310       $ 3,150       $ 5,954       $ 5,401   

Depreciation and amortization:

           

Medical Imaging

   $ 2,750       $ 2,846       $ 5,622       $ 5,873   

Ultrasound

     980         1,368         1,836         2,778   

Security Technology

     314         275         585         554   

Total

   $ 4,044       $ 4,489       $ 8,043       $ 9,205   

12. Commitments and guarantees:

Guarantees and Indemnification Obligations

Our standard OEM and supply agreements entered into in the ordinary course of business typically contain an indemnification provision pursuant to which we indemnify, hold harmless, and agree to reimburse the indemnified party for losses suffered or incurred by the indemnified party in connection with any United States patent, or any copyright or other intellectual property infringement claim by any third party with respect to our products. Such provisions generally survive termination or expiration of the agreements. The potential amount of future payments we could be required to make under these indemnification provisions is, in some instances, unlimited. We have never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, we believe that our estimated exposure on these agreements is currently minimal. Accordingly, we have no liabilities recorded for these agreements as of January 31, 2013.

Generally, we warrant that our products will perform in all material respects in accordance with our standard published specifications in effect at the time of delivery of the products to the customer for a period ranging from 12 to 26 months from the date of delivery. We provide for the estimated cost of product and service warranties based on specific warranty claims, claim history, and engineering estimates, where applicable.

The following table presents our product warranty liability for the six months ended January 31, 2013 and 2012:

 

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

     Three Months Ended
January,
    Six Months Ended
January,
 
     2013     2012     2013     2012  

Balance at the beginning of the period

   $ 5,443      $ 5,250      $ 5,634      $ 5,174   

Accrual

     1,595        1,867        2,879        3,829   

Settlements made in cash or in kind during the period

     (1,581     (1,350     (3,056     (3,236

Balance at the end of the period

   $ 5,457      $ 5,767      $ 5,457      $ 5,767   

At January 31, 2013 and July 31, 2012, we had deferred revenue for product extended warranty contracts of $7,075 and $7,207, respectively.

Revolving Credit Agreements

On October 11, 2011, we entered into a five-year revolving credit agreement with three banks for which Sovereign Bank acts as Administrative Agent, which we refer to as the Credit Agreement. The Credit Agreement provides $100,000 in available credit and expires on October 10, 2016, when all outstanding borrowings will be payable in full. Borrowings under the Credit Agreement may be used for general corporate purposes, including permitted acquisitions. The amount of available credit can be increased under specified circumstances up to $150,000 in aggregate and obligations under the new credit facility are guaranteed by our material domestic subsidiaries and are supported by a pledge of 65% of the capital stock and equity equivalents of our principal international subsidiary. The Credit Agreement requires us to maintain a certain leverage ratio and a certain interest coverage ratio. We were in full compliance with these requirements at January 31, 2013. We currently also have approximately $4,000 in other revolving credit facilities with banks available for direct borrowings. We did not have any borrowing outstanding under credit facilities at January 31, 2013 and July 31, 2012.

Investigation Regarding our Danish Subsidiary

As initially disclosed in our annual report on Form 10-K for the fiscal year ended July 31, 2011, we have identified transactions involving our Danish subsidiary, BK Medical, and certain of our foreign distributors, with respect to which we have raised questions concerning compliance with law, including Danish law and the United States Foreign Corrupt Practices Act, and our business policies. We have voluntarily disclosed this matter to the Danish government, the United States Department of Justice, and the Securities and Exchange Commission, and are cooperating with an inquiry by the DOJ and the SEC. We are unable to estimate the potential penalties and/or sanctions, if any, that might be assessed in connection with these matters. We have concluded that the identified transactions have been properly accounted for in our reported financial statements in all material respects and have terminated the employment of BK Medical employees that were involved in the transactions. We have also wound down, or are in the process of winding down, our relationship with the BK Medical distributors that were involved in the transactions. Replacing these employees and distributors could have an adverse impact on BK Medical’s distributor sales until their replacements are in place and productive. Revenue from sales to the BK Medical distributors with whom we have decided to wind down BK Medical’s relationship represented less than 0.3% and 2.5% of our total revenue in each of the three and six months ended January 31, 2013 and 2012, respectively. During the second quarter of fiscal years 2013 and 2012, we incurred inquiry-related costs of $330 and $207 in connection with this matter, respectively. During the six months ended January 31, 2013, we incurred inquiry-related costs of $405 in connection with this matter. During the six months ended January 31, 2012, the Company incurred employee termination costs of approximately $400 and inquiry-related costs of approximately $1,204 in connection with this matter.

13. Common stock repurchases:

On December 9, 2010, we announced that our Board of Directors authorized the repurchase of up to $30,000 of our common stock. The repurchase program was funded using our available cash. During the three and six months ended January 31, 2012, we repurchased and retired 54,690 and 286,390 shares of common stock, respectively, under this repurchase program for $3,005 and $14,813, respectively, at an average purchase price of $54.95 and $51.73 per share, respectively. Upon completion of the program in the second quarter of fiscal year 2012, we ultimately repurchased and retired a total of 586,679 shares of common stock for $30,000 at an average purchase price of $51.14 per share.

On December 8, 2011, we announced that our Board of Directors had authorized the repurchase of up to an additional $30,000 of our common stock. The repurchase program will be funded using our available cash. During the three and six months ended January 31, 2013, we repurchased and retired 29,003 and 85,327 shares of common stock, respectively, under this repurchase program for $2,087 and $6,024, respectively, at an average purchase price of $71.91 and $70.56 per share, respectively. During the three and six months ended January 31, 2012, we repurchased and retired 14,732 shares of common stock under this repurchase program for $799 at an average purchase price of $54.25 per share. As of January 31, 2013, we repurchased and retired a total of 222,918 shares of common stock under this repurchase program for $14,468 at an average purchase price of $64.90 per share.

 

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

14. Subsequent events:

Acquisition

Subsequent to the end of our fiscal second quarter, on March 2, 2013, we completed our acquisition of (i) all of the issued and outstanding shares of capital stock of Ultrasonix Medical Corporation (U.S.A.) and customer lists, intangibles and goodwill related solely to sales destined to the United States and (ii) through 8385998 Canada Inc., a Canadian corporation and our direct wholly-owned subsidiary, all of the outstanding equity securities of Ultrasonix Medical Corporation, which we refer to as Ultrasonix, a privately held company located in Vancouver, Canada, pursuant to a “plan of arrangement” under Canadian law. Ultrasonix is a supplier of advanced ultrasound systems for point-of-care and general imaging applications with over 5,000 systems installed worldwide. The acquisition was undertaken by us in order to accelerate our expansion into the point-of-care ultrasound market. The net purchase price is comprised of a cash payment of approximately $83,000, subject to a final adjustment as provided in the purchase agreement. The acquisition was funded from our existing cash on hand and has been accounted for as an acquisition of a business.

Given that the acquisition closed on March 2, 2013, we determined that the initial accounting for the business combination is incomplete and therefore it was impractical to provide all the disclosures required for business combinations pursuant to ASC 805, Business Combinations, and will do so in connection with filing our Quarterly Report on Form 10-Q for the third quarter of fiscal year 2013.

Dividend

We declared a dividend of $0.10 per share of common stock on March 7, 2013, which will be paid on April 2, 2013 to stockholders of record on March 22, 2013.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion provides an analysis of our financial condition and results of operations and should be read in conjunction with the unaudited condensed Consolidated Financial Statements and Notes thereto included elsewhere in this report. The discussion contains statements, which, to the extent that they are not a recitation of historical facts, constitute “forward-looking statements” pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including, statements about product development, market and industry trends, strategic initiatives, regulatory approvals, sales, profits, expenses, price trends, research and development expenses and trends, and capital expenditures, we make in this document or in any document incorporated by reference are forward-looking. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors, which may cause our actual results, performance, or achievements to differ from the projected results. See “Risk Factors” in Part I, Item 1A. of our Annual Report on Form 10-K for fiscal year 2012 as filed with the U.S Securities and Exchange Commission, or the “SEC” on October 4, 2012 for a discussion of the primary risks and uncertainties known to us.

We report our financial condition and results of operations on a fiscal year basis ending July 31. The three months ended January 31, 2013 and 2012 represent the second quarters of fiscal years 2013 and 2012, respectively. All dollar amounts in this Item 2 are in thousands except per share data.

Executive Summary

Introduction

We are a high technology company that designs and manufactures advanced medical imaging and security systems and subsystems sold to OEMs, and end users primarily in the healthcare and airport security markets. We are recognized worldwide for advancing state-of-the-art technology in the areas of CT, ultrasound, magnetic resonance imaging, digital mammography, and CT-based automated threat detection systems for airport security. Our OEM customers incorporate our technology into systems they in turn sell for various medical and security applications. We also sell our ultrasound products directly into clinical end-user markets through our direct worldwide sales force under the brand name BK Medical.

We have three reportable segments: Medical Imaging, Ultrasound, and Security Technology. Our Medical Imaging segment consists primarily of systems and subsystems used in CT and MRI medical imaging equipment and direct conversion digital x-ray detectors for mammography sold primarily through OEM customers. Our Ultrasound segment consists of ultrasound systems and transducers for the urology, ultrasound-guided surgery and point of care markets sold primarily through our direct sales force and ultrasound transducers sold primarily through OEM customers. Our Security Technology segment consists of advanced threat detection aviation security systems and subsystems sold primarily through OEM customers.

Financial Highlights

The following table is a summary of our financial results for the three and six months ended January 31, 2013 and 2012:

 

     Three Months Ended January 31,     Percentage
Change
    Six Months Ended January 31,     Percentage
Change
 
             2013                     2012                       2013                     2012            

Total net revenue

   $ 138,554      $ 126,433        10   $ 258,421      $ 244,290        6

Gross profit

   $ 55,399      $ 46,845        18   $ 100,485      $ 89,871        12

Gross margin

     40     37       39     37  

Income from operations

   $ 13,803      $ 7,791        77   $ 21,238      $ 13,375        59

Operating margin

     10     6       8     5  

Net income

   $ 9,809      $ 19,615        -50   $ 14,190      $ 23,641        -40

Diluted net income per share

   $ 0.78      $ 1.59        -51   $ 1.13      $ 1.88        -40

Outlook

Our business performance for the six months ending January 31, 2013 exhibited 6% revenue growth as compared to the six months ended January 31, 2012. Our outlook for the year remains strong as we expect upper single-digit revenue growth organically, and combined with the acquisition of Ultrasonix, we are targeting 10% revenue growth this fiscal year over last year.

Subsequent to the end of our second quarter, on March 2, 2013, we completed our acquisition of all the outstanding stock of Ultrasonix Medical Corporation, which we refer to as Ultrasonix, a privately held company located in Vancouver, Canada. Ultrasonix is a supplier of advanced ultrasound systems for point-of-care and general imaging applications with over 5,000 systems installed worldwide. The acquisition was undertaken by us in order to accelerate our expansion into the point-of-care ultrasound market. The net purchase price is comprised of a cash payment of approximately $83,000 from our existing cash on hand, subject to a final adjustment as provided in the purchase agreement.

 

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Results of operations

Three and six months ended January 31, 2013 compared to three and six months ended January 31, 2012

Net revenue

Product revenue

Product revenue by segment is summarized as follows:

 

    Three months ended January 31,     Dollar
Change
    Percentage
Change
    Six months ended January 31,     Dollar
Change
    Percentage
Change
 
            2013                     2012                         2013                     2012              

Product Revenue:

               

Medical Imaging

  $ 77,531      $ 73,234      $ 4,297        6   $ 149,640      $ 143,534      $ 6,106        4

Ultrasound

    40,450        41,078        (628     -2     72,144        75,679        (3,535     -5

Security Technology

    14,782        7,877        6,905        88     23,526        16,983        6,543        39

Total

  $ 132,763      $ 122,189      $ 10,574        9   $ 245,310      $ 236,196      $ 9,114        4

Medical Imaging

During the three and six months ended January 31, 2013 as compared to the prior year comparable periods, product revenue increased largely due to increasing demand for high-power MRI and CT subsystems. These increases were offset in part by lower shipments of digital mammography detectors.

Ultrasound

During the three months ended January 31, 2013, as compared to the prior year comparable period, product revenue decreased primarily due to our transition to new distributors in Eastern Europe and lower OEM transducers sales, which offset higher direct sales in North America and Europe.

During the six months ended January 31, 2013, as compared to the prior year comparable period, product revenue was unfavorably impacted by hospital purchasing hesitancy in the U.S., the impact of U.S. sales territory adjustments as we expanded sales force coverage, foreign currency fluctuation, lower OEM transducers sales, and the transition to new distributors in Eastern Europe.

Security Technology

During the three and six months ended January 31, 2013, as compared to the prior year comparable periods, product revenue increased primarily due to strong shipments of high-speed threat detection systems as demand continues to grow outside the U.S.

Engineering revenue

Engineering revenue by segment is summarized as follows:

 

    Three months ended January 31,     Dollar
Change
    Percentage
Change
    Six months
ended January 31,
    Dollar
Change
    Percentage
Change
 
            2013                     2012                         2013                     2012              

Engineering Revenue:

               

Medical Imaging

  $ 3,137      $ 2,029      $ 1,108        55   $ 7,036      $ 4,403      $ 2,633        60

Security Technology

    2,654        2,215        439        20     6,075        3,691        2,384        65

Total

  $ 5,791      $ 4,244      $ 1,547        36   $ 13,111      $ 8,094      $ 5,017        62

Medical Imaging

The increase for the three and six months ended January 31, 2013, versus the prior year comparable periods was due primarily to increased work on customer-funded engineering projects in our CT product line.

Security Technology

The increase for the three and six months ended January 31, 2013, versus the prior year comparable periods was due primarily to the timing of work performed on a new customer funded-engineering project that began in the second quarter of fiscal year 2012.

 

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Gross margin

Product gross margin

Product gross profit and gross margin are summarized as follows:

 

     Three Months Ended
January 31,
    Percentage
Change
    Six Months Ended
January 31,
    Percentage
Change
 
             2013                     2012                       2013                     2012            

Product gross profit

   $ 55,423      $ 46,484        19.2   $ 99,296      $ 89,260        11.2

Product gross margin

     41.7     38.0       40.5     37.8  

Product gross margin increased in the three and six months ended January 31, 2013, versus the prior year comparable period due to overall material cost reductions and improved gross margin in our Medical Imaging and Ultrasound segments. The improvement in our Ultrasound segment was driven by the continued cost savings following consolidation of our manufacturing operations. The Medical Imaging segment increase was driven by an improvement in the vendor component quality inspection process of our digital mammography business, cost savings as we begin to realize benefits from our lower cost Shanghai operation, and favorable product mix. These increases were offset by lower gross margins in the Security Technology segment due to the production ramp up of our first generation high speed threat detection systems.

Engineering gross margin

Engineering gross profit and gross margin are summarized as follows:

 

     Three Months Ended
January 31,
    Percentage
Change
    Six Months Ended
January 31,
    Percentage
Change
 
             2013                     2012                       2013                     2012            

Engineering gross profit

   $ (24   $ 361        -106.6   $ 1,189      $ 611        94.6

Engineering gross margin

     -0.4     8.5       9.1     7.5  

The decrease in the engineering gross profit and gross margin in the three months ended January 31, 2013 versus the prior year comparable period was due to primarily the winding down of higher margin projects in our Security Technology segment throughout fiscal year 2012.

The increases in the engineering gross profit and gross margin in the six months ended January 31, 2013 versus the prior year comparable period were due primarily to a reduction in a loss accrual in the first quarter of fiscal year 2013 on a Security Technology project resulting from lower projected costs than originally estimated.

Operating expenses

Operating expenses are summarized as follows:

 

     Three Months Ended
January 31,
     Dollar
Change
    Percentage
Change
    Percentage of Net Revenue  
             2013                      2012                          2013                     2012          

Operating Expenses:

              

Research and product development

   $ 16,123       $ 13,940       $ 2,183        15.7     11.6     11.0

Selling and marketing

     11,867         10,605         1,262        11.9     8.6     8.4

General and administrative

     13,606         14,509         (903     -6.2     9.8     11.5

Total

   $ 41,596       $ 39,054       $ 2,542        6.5     30.0     30.9
     Six Months Ended
January 31,
     Dollar
Change
    Percentage
Change
    Percentage of Net Revenue  
             2013                      2012                          2013                     2012          

Operating Expenses:

              

Research and product development

   $ 30,197       $ 29,207       $ 990        3.4     11.7     12.0

Selling and marketing

     23,522         21,070         2,452        11.6     9.1     8.6

General and administrative

     25,528         26,219         (691     -2.6     9.9     10.7

Total

   $ 79,247       $ 76,496       $ 2,751        3.6     30.7     31.3

 

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Research and product development expenses are related to projects undertaken by us which are not funded by our customers. These expenses increased in the three months and six months ended January 31, 2013, versus the prior year comparable periods due primarily to increased employee compensation and benefits partially offset by increased work performed on customer funded engineering projects. The increase in employee compensation and benefits of $5,087 and $2,776 during the three and six months ended January 31, 2013, respectively, was due primarily to an increase in contract labor, annual merits increases and increase in headcount.

Selling and marketing expenses increased in the three and six months ended January 31, 2013, versus the prior year comparable period due primarily to an increase in market related expenses of $550 and $1,067, outside professional fees of $257 and $281, travel expenses of $52 and $359, and employee compensation and benefits of $314 and $232, respectively, in the Ultrasound segment as we expand our sales force and product offerings in existing and adjacent markets.

General and administrative expenses decreased in the three and six months ended January 31, 2013 versus the prior year comparable periods due primarily to the reduction of contingent consulting fees of $2,714 in the three and six months ended January 31, 2012 related to the income tax refund and related interest received in the period. These decreases were partially offset by acquisition related expenses for Ultrasonix of $662 as well as increased compensation costs driven by annual merit increases. Also offsetting these decreases were increased depreciation from additional investments made in our information technology infrastructure.

Other income (expense), net

Other income (expense), net is summarized as follows:

 

     Three Months Ended
January 31,
     Six Months Ended
January 31,
 
             2013                     2012                      2013                     2012          

Other income (expense), net:

         

Interest income, net

   $ 95      $ 133       $ 208      $ 269   

Gain on sale of other investments

     -        2,500         -        2,500   

Other, net

     (497     322         (1,516     497   

Total

   $ (402   $ 2,955       $ (1,308   $ 3,266   

Other income (expense), net during the three and six months ended January 31, 2013, consisted predominantly of foreign currency transaction exchange losses by our foreign subsidiaries in Denmark and China due primarily to the strengthening US dollar in the current period.

Other income (expense), net during the three and six months ended January 31, 2012, consisted predominantly of a gain from the sale of our 25% equity interest in our China-based affiliate for $2,500, the book value of which was written off in fiscal year 2006.

Provision for income taxes

The provision (benefit) for income taxes and the effective tax rates are summarized as follows:

 

     Three Months Ended
January 31,
    Six Months Ended
January 31,
 
             2013                     2012                     2013                     2012          

Provision for income taxes

   $ 3,592      $ (8,869   $ 5,740      $ (7,000

Effective tax rate

     27     -83     29     -42

The effective income tax rate on continuing operations is based upon the estimated income for the year, the composition of the income in different countries, and adjustments, if any, in the applicable quarterly periods for the potential tax consequences, benefits, resolutions of tax audits or other tax contingencies.

The effective tax rates for the three and six months ended January 31, 2013 were lower than the statutory rate of 35% due primarily to a discrete tax benefit of $466 for the reinstatement of the federal research and experimentation credit back to January 1, 2012 from the American Taxpayer Relief Act of 2012 and the lower foreign tax rates as compared to the statutory rate of 35%.

The effective tax rates for the three and six months ended January 31, 2012 were lower than the statutory rate of 35% due primarily to a refund of $12,007 in the second quarter of fiscal year 2012 as the result of the completion of an Internal Revenue Service, or IRS, audit of federal income tax returns for the fiscal years ended July 31, 2003, 2005, and 2008. The refund was largely the result of Federal research and experimentation credits that carryover from the fiscal years 1991 through 2000 into the audited returns. We recorded a tax benefit for this refund, including the related interest, in the unaudited consolidated statement of operations of $10,025 in the three and six months ended January 31, 2012. Related to the refund and interest were contingent professional fees of $2,714 that were recorded in general and administrative expenses in the unaudited condensed consolidated statement of operations in the three and six months ended January 31, 2012. In connection with the conclusion of the IRS audit, we recorded a benefit from the reversal and re-measurement of related tax reserves of $2,308 in the unaudited condensed consolidated statement of operations in the three and six months ended January 31, 2012.

 

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Net income and diluted net income per share

Net income and diluted net income per share for the three and six months ended January 31, 2013 and 2012 were as follows:

 

     Three Months Ended
January 31,
    Six Months Ended
January 31,
 
     2013     2012     2013     2012  

Net income

   $ 9,809      $ 19,615      $ 14,190      $ 23,641   

% of net revenue

     7.1     15.5     5.5     9.7

Diluted net income per share

   $ 0.78      $ 1.59      $ 1.13      $ 1.88   

The decrease in net income and diluted net income per share for the three and six months ended January 31, 2013 versus the prior year comparable period was due primarily to a refund of $12,007 in the second quarter of fiscal year 2012 as the result of the completion of an IRS audit of federal income tax returns for the fiscal years ended July 31, 2003, 2005, and 2008 as well as the gain from the sale of our 25% equity interest in our China-based affiliate for $2,500. We recorded a tax benefit for the refund, including the related interest, in the unaudited condensed consolidated statement of operations of $10,025 in the three and six months ended January 31, 2012. These decreases were offset by improvement in our operating results during the three and six months ended January 31, 2013.

Liquidity and capital resources

Key liquidity and capital resource information are summarized as follows.

 

     January 31, 2013      July 31, 2012  

Cash and cash equivalents

   $ 175,125       $ 187,011   

Working capital

     320,991         308,856   

Long-term debt

     -         -   

Cash and cash equivalents at January 31, 2013 primarily consisted of demand deposits at highly rated banks and financial institutions. We periodically review our investment portfolio to determine if any investments are impaired due to changes in credit risk or other potential valuation concerns. We believe that our cash equivalents were appropriately valued at January 31, 2013 and July 31, 2012 and we are not aware of any market events that would impact their valuation. This could change in the future should new developments arise in the credit markets.

Subsequent to the end of our fiscal second quarter, on March 2, 2013, we reduced our cash and cash equivalents by approximately $83,000 in connection with our acquisition of Ultrasonix.

The carrying amounts reflected in the unaudited condensed consolidated balance sheets of cash and cash equivalents, trade receivables, and trade payables approximate fair value at January 31, 2013, due to the short term maturities of these instruments.

We face exposure to financial market risks, including adverse movements in foreign currency exchange rates, and changes in interest rates. These exposures can change over time as business practices evolve and could have a material adverse impact on our financial results. Our primary exposure is related to fluctuations between the U.S. dollar and local currencies for our subsidiaries in Canada, Europe, and China. Our investment in international subsidiaries is sensitive to fluctuations in currency exchange rates. The effect of the change in currency exchange rates on our net investment in international subsidiaries is reflected in the “accumulated other comprehensive income” component of stockholders’ equity.

Cash flows

Sources and uses of cash flows are summarized as follows:

 

     Six months ended
January 31,
 
             2013                     2012          

Net cash provided by operating activities

   $ 7,328      $ 38,169   

Net cash used for investing activities

     (12,914     (14,750

Net cash used for financing activities

     (7,466     (17,720

Effect of exchange rate changes on cash

     1,166        (1,049

Net (decrease) increase in cash and cash equivalents

   $ (11,886   $ 4,650   

The cash flows provided by operating activities in the six months ended January 31, 2013 decreased from the six months ended January 31, 2012 due primarily to the receipts of the tax refund of $12,007 during the second quarter of 2012 and an increase in inventories of $16,377 during the six months ended January 31, 2013 primarily due to demand related inventory purchases.

 

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The cash flows provided by operating activities in the six months ended January 31, 2013 primarily reflects our income from operations of $21,238, non-cash charges for depreciation and amortization expenses and share based compensation of $8,043, and $5,954, respectively. Also contributing to the cash provided by operating activities was a decrease in accounts receivable of $10,168. The cash provided by operating activities was largely offset by increases in inventory, other current assets and refundable income taxes of $16,377, $3,055, and $1,150, as well as decreases in accrued liabilities and accrued income taxes of $9,045 and $2,767, respectively. The decrease in accounts receivable was due primarily to lower sales volumes in the three months ended January 31, 2013 as compared to the fourth quarter of fiscal year 2012. The increase in inventory was due primarily to demand related inventory purchases. The decrease in accrued liabilities was due primarily to the payment of bonuses and severance. The decrease in accrued income taxes was due primarily to tax payments made in the first and second quarter of fiscal year 2013. The decrease in advance payments and deferred revenue was due primarily to timing of when our obligations to our customers were completed and revenue was earned.

The cash flows generated from operating activities of our continuing operations in the six months ended January 31, 2012 primarily reflects our tax refund of $12,007, income from operations of $13,375, non-cash charges for depreciation and amortization expenses of $9,205 and share-based compensation expense of $5,401. Also contributing to the increase was a decrease in accounts receivable of $9,343. The positive impact of our operating earnings on cash flows was partially offset by decreases in accrued liabilities and accounts payable of $6,927 and $5,008, respectively. The decrease in accounts receivable was due primarily to improved collections and a decrease in unbilled receivables of approximately $2,000 on engineering projects due to the timing of completing milestones. The decrease in accrued liabilities was due primarily to the payment of bonuses and severance partially offset by additional bonus accrual for fiscal year 2012. The decrease in accounts payable was due primarily to the timing of vendor payments.

The net cash used for investing activities in the six months ended January 31, 2013 and 2012, were driven by purchases of property, plant, and equipment of $12,914 and $17,250, respectively, as well as the gain from the sale of our 25% equity interest in our China-based affiliate for $2,500 during the six months ended January 31, 2012.

The net cash used for financing activities in the six months ended January 31, 2013 primarily reflects $6,024 used to repurchase common stock, $4,443 of employee reimbursements in shares for taxes related to vested employee restricted stock awards, and $2,664 of dividends paid to shareholders, partially offset by $4,035 of proceeds related to the issuance of stock primarily from the exercise of employee stock options. The net cash used for financing activities in the six months ended January 31, 2012 was driven by $15,612 used to repurchase common stock and $2,609 of dividends paid to shareholders. We believe that our balances of cash and cash equivalents and cash flows expected to be generated by future operating activities will be sufficient to meet our cash requirements for at least the next 12 months.

Commitments, contractual obligations, and off-balance sheet arrangements

On October 11, 2011, we entered into a five-year revolving credit agreement with three banks for which Sovereign Bank acts as Administrative Agent, which we refer to as the Credit Agreement. The Credit Agreement provides $100,000 in available credit and expires on October 10, 2016, when all outstanding borrowings will be payable in full. Borrowings under the Credit Agreement may be used for general corporate purposes, including permitted acquisitions. The amount of available credit can be increased under specified circumstances up to $150,000 in aggregate and obligations under the new credit facility are guaranteed by our material domestic subsidiaries and are supported by a pledge of 65% of the capital stock and equity equivalents of our principal international subsidiary. The Credit Agreement requires us to maintain a certain leverage ratio and a certain interest coverage ratio. We were in full compliance with these requirements at January 31, 2013. We currently also have approximately $4,000 in other revolving credit facilities with banks available for direct borrowings. We did not have any borrowing outstanding under credit facilities at January 31, 2013 and July 31, 2012.

Subsequent to the end of our second quarter, on March 2, 2013, we completed our acquisition of all the outstanding stock of Ultrasonix Medical Corporation, which we refer to as Ultrasonix, a privately held company located in Vancouver, Canada. Ultrasonix is a supplier of advanced ultrasound systems for point-of-care and general imaging applications with over 5,000 systems installed worldwide. The acquisition was undertaken by us in order to accelerate our expansion into the point-of-care ultrasound market. The net purchase price was comprised of a cash payment of approximately $83,000 from our existing cash on hand, subject to a final adjustment as provided in the purchase agreement.

 

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Impact of Investigation Regarding our Danish Subsidiary

As initially disclosed in our annual report on Form 10-K for the fiscal year ended July 31, 2011, we have identified transactions involving our Danish subsidiary, BK Medical, and certain of our foreign distributors, with respect to which we have raised questions concerning compliance with law, including Danish law and the United States Foreign Corrupt Practices Act, and our business policies. We have voluntarily disclosed this matter to the Danish government, the United States Department of Justice, and the Securities and Exchange Commission, and are cooperating with an inquiry by the DOJ and the SEC. We are unable to estimate the potential penalties and/or sanctions, if any, that might be assessed in connection with these matters. We have concluded that the identified transactions have been properly accounted for in our reported financial statements in all material respects and have terminated the employment of BK Medical employees that were involved in the transactions. We have also wound down, or are in the process of winding down, our relationship with the BK Medical distributors that were involved in the transactions. Replacing these employees and distributors could have an adverse impact on BK Medical’s distributor sales until their replacements are in place and productive. Revenue from sales to the BK Medical distributors with whom we have decided to wind down BK Medical’s relationship represented less than 0.3% and 2.5% of our total revenue in each of the three and six months ended January 31, 2013 and 2012, respectively. During the second quarter of fiscal years 2013 and 2012, we incurred inquiry-related costs of $330 and $207 in connection with this matter, respectively. During the six months ended January 31, 2013, we incurred inquiry-related costs of $405 in connection with this matter. During the six months ended January 31, 2012, the Company incurred employee termination costs of approximately $400 and inquiry-related costs of approximately $1,204 in connection with this matter.

Recent accounting pronouncements

For a discussion of new accounting standards, please read Note 2, Recent accounting pronouncements to our unaudited condensed consolidated financial statements included within this report.

Critical accounting policies

The accompanying discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. Our most critical accounting policies have a significant impact on the preparation of these unaudited condensed consolidated financial statements. These policies include estimates and significant judgments that affect the reported amounts of assets, liabilities, revenue, and expenses, and related disclosures of contingent assets and liabilities. We continue to have the same critical accounting policies as are described in Item 7, beginning on page 41, in our Annual Report on Form 10-K for fiscal year 2012 filed with the SEC on October 4, 2012. Those policies and the estimates involved in their application relate to revenue recognition; inventory reserves; share-based compensation; warranty reserves; purchase price allocation for business combinations; impairment of goodwill and indefinite lived intangible assets; income tax contingencies; and deferred tax valuation allowances. We continue to evaluate our estimates and judgments on an on-going basis. By their nature, these policies require management to make difficult and subjective judgments, often on matters that are inherently uncertain. Our estimates and judgments are based on our historical experience, terms of existing contracts, observance of trends in the industry, information provided by our customers, and information available from other outside sources, as appropriate.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

All dollar amounts in this Item 3 are in thousands.

Certain of our foreign operations enter into transactions in currencies other than their functional currency, primarily the U.S. dollar and the Euro. We also have foreign currency exposure arising from the translation of our net equity investment in our foreign operations to U.S. dollars. We generally view our investments in foreign operations with functional currencies other than the U.S. dollar as long-term. The currencies to which we are exposed are the British pound, Chinese yuan, Canadian dollar, Danish kroner, and Euro. A 10% devaluation in the functional currencies, relative to the U.S. dollar, at January 31, 2013 and July 31, 2012 would result in a reduction of stockholders’ equity of approximately $1,269 and $697, respectively.

At January 31, 2013, we had forward contracts outstanding with notional amounts totaling $16,829 in the Canadian Dollar. These contracts have been designated as cash flow hedges, and the unrealized gains of $25 net of tax, on these contracts are reported in accumulated other comprehensive income (loss). Realized gains and losses on the cash flow hedges are recognized in income in the period when the payment of expenses is recognized. During the three and six months ended January 31, 2013, we recorded approximately $27 and $140, respectively, of realized gains included in cost of revenues and operating expenses in our unaudited condensed consolidated statements of operations. We expect all contracts currently outstanding to settle as of January 31, 2014, and any amounts in accumulated other comprehensive income (loss) to be reported as an adjustment to operating expenses.

Our cash and investments include cash equivalents, which we consider to be investments purchased with original maturities of three months or less. At January 31, 2013, we did not have any marketable securities having maturities from the time of purchase in excess of three month. Total interest income for the three and six months ended January 31, 2013 was $95 and $208, respectively. An interest rate change of 10% would not have a material impact on the fair value of our investment portfolio or on future earnings.

 

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Item 4. Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of January 31, 2013. The term “disclosure controls and procedures”, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits under the Exchange Act 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 a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions to be made regarding required disclosure. It should be noted that any system of controls and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met and that management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of January 31, 2013, our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

There were no changes to our internal control over financial reporting during the quarter ended January 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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Part II. OTHER INFORMATION

 

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for fiscal year 2012, which could materially affect our business, financial condition, and future operating results. The risks described in our Annual Report on Form 10-K are not the only risks that we face. 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, and operating results. There have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for fiscal year 2012.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table contains information about purchases by us of our equity securities during the three months ended January 31, 2013 (dollars and shares in thousands except average price paid per share).

 

Period

   Total Number of
Shares
Purchased (1) (2)
     Average Price Paid
per Share (3)
     Total Number of
Shares Purchased
as Part of Publicly
Announced  Plans or
Programs
     Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Plans or
Programs
 

11/1/2012-11/30/2012

     13,935       $ 72.78         13,935       $ 16,604   

12/1/2012-12/31/2012

     15,227         71.14         15,068         15,533   

1/1/2013-1/31/2013

     380         75.79         -         15,533   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     29,542         -         29,003         15,533   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Includes 159 and 380 shares of our common stock surrendered by employees in order to meet tax withholding obligations in connection with the vesting of restricted stock awards in December 2012 and January 2013, respectively.
(2) During the second quarter of fiscal year 2013, we repurchased 29,003 shares of our common stock in open-market transactions for $2,087 at an average purchase price of $71.91 per share. These shares were purchased pursuant to a repurchase program authorized by our Board of Directors that was announced on December 8, 2011 to repurchase up to $30.0 million of our common stock.
(3) For purposes of determining the number of shares to be surrendered by employees to meet tax withholding obligations, the price per share deemed to be paid was the closing price of our common stock on the NASDAQ Global Select Market on the vesting date.

 

Item 6. Exhibits

 

Exhibit

     

Description

10.1    

Restricted Stock Unit Agreement between Analogic Corporation and James Green dated March 8, 2013

31.1     Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
31.2     Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
32.1     Certification of Principal Executive Officer pursuant to Rule 13a-14(b)/Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended
32.2     Certification of Principal Financial Officer pursuant to Rule 13a-14(b)/Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended
101.INS   **   XBRL Instance Document.
101.SCH   **   XBRL Taxonomy Extension Schema Document.
101.CAL   **   XBRL Taxonomy Calculation Linkbase Document.
101.LAB   **   XBRL Taxonomy Label Linkbase Document.
101.PRE   **   XBRL Taxonomy Presentation Linkbase Document.
101.DEF   **   XBRL Taxonomy Extension Definition Linkbase Document.

 

** Submitted electronically herewith.

 

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Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Unaudited Condensed Consolidated Balance Sheets at January 31, 2013 and July 31, 2012, (ii) Unaudited Condensed Consolidated Statements of Operations for the three and six months ended January 31, 2013 and January 31, 2012, (iii) Unaudited Condensed Consolidated Statements of Comprehensive Income for the three and six months ended January 31, 2013 and January 31, 2012, (v) Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended January 31, 2013 and January 31, 2012 and (vi) Notes to Unaudited Condensed Consolidated Financial Statements.

In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, is deemed not filed for purposes of section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    ANALOGIC CORPORATION
Date: March 12, 2013     /s/ James W. Green
    James W. Green
   

President and Chief Executive Officer

(Principal Executive Officer)

   
Date: March 12, 2013     /s/ Michael L. Levitz
    Michael L. Levitz
   

Senior Vice President,

Chief Financial Officer and Treasurer

(Principal Financial Officer)

 

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EXHIBIT INDEX

 

Exhibit

      

Description

10.1     

Restricted Stock Unit Agreement between Analogic Corporation and James Green dated March 8, 2013

31.1      Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
31.2      Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
32.1      Certification of Principal Executive Officer pursuant to Rule 13a-14(b)/Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended
32.2      Certification of Principal Financial Officer pursuant to Rule 13a-14(b)/Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended
101.INS   **    XBRL Instance Document.
101.SCH   **    XBRL Taxonomy Extension Schema Document.
101.CAL   **    XBRL Taxonomy Calculation Linkbase Document.
101.LAB   **    XBRL Taxonomy Label Linkbase Document.
101.PRE   **    XBRL Taxonomy Presentation Linkbase Document.
101.DEF   **    XBRL Taxonomy Extension Definition Linkbase Document.

 

** Submitted electronically herewith.

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Unaudited Condensed Consolidated Balance Sheets at January 31, 2013 and July 31, 2012, (ii) Unaudited Condensed Consolidated Statements of Operations for the three and six months ended January 31, 2013 and January 31, 2012, (iii) Unaudited Condensed Consolidated Statements of Comprehensive Income for the three and six months ended January 31, 2013 and January 31, 2012, (v) Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended January 31, 2013 and January 31, 2012 and (vi) Notes to Unaudited Condensed Consolidated Financial Statements.

In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, is deemed not filed for purposes of section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.

Exhibit 10.1

ANALOGIC CORPORATION

Restricted Stock Unit Agreement (Time-based Vesting with Double Trigger)

Amended and Restated 2009 Stock Incentive Plan

This Restricted Stock Unit Agreement is made as of the Agreement Date between Analogic Corporation (the “ Company ”), a Massachusetts corporation, and the Participant.

 

I. Agreement Date
Date:    March 8, 2013

 

II. Participant Information
Participant:    James W. Green

 

III. Grant Information
Grant Date:    December 4, 2012
Number:    25,000 restricted stock units

 

IV. Vesting Table

Vesting Date

 

Percentage of RSUs that Vests

December 4, 2015   100%

This Agreement includes this cover page and the following Exhibit, which is expressly incorporated by reference in its entirety herein:

Exhibit A – General Terms and Conditions

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Agreement Date.

 

ANALOGIC CORPORATION     PARTICIPANT  

/s/ Michael L. Levitz

   

/s/ James W. Green

 
Name: Michael L. Levitz     Name: James W. Green  
Title: Senior Vice President      

 

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ANALOGIC CORPORATION

Restricted Stock Unit Agreement (Time-based Vesting with Double Trigger)

Exhibit A – General Terms and Conditions

For valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows:

1. Grant of RSUs . In consideration of services rendered to the Company by the Participant, the Company has granted to the Participant, subject to the terms and conditions set forth in this Agreement and in the Company’s Amended and Restated 2009 Stock Incentive Plan (the “ Plan ”), an award of time-based Restricted Stock Units (the “ RSUs ”), representing the number of RSUs set forth on the cover page of this Agreement. Except as specifically set forth herein, the RSUs entitle the Participant to receive, upon and subject to the vesting of the RSUs (as described in Section 2 below), one share of common stock, $.05 par value per share, of the Company (the “ Common Stock ”) for each RSU that vests. The shares of Common Stock that are issuable upon vesting of the RSUs are referred to in this Agreement as the “ Shares ”.

2. Vesting of RSUs and Issuance of Shares .

(a) General . Subject to the other provisions of this Section 2, the RSUs shall vest in accordance with the vesting table set forth on the cover page of this Agreement (the “ Vesting Table ”). Any fractional RSU resulting from the application of the percentages in the Vesting Table shall be rounded to the nearest whole number of RSUs. Subject to Section 4, as soon as administratively practicable after each vesting date shown in the Vesting Table (the “ Vesting Dates ”), the Company will issue to the Participant, in certificated or uncertificated form, such number of Shares as is equal to the number of RSUs that vested on such Vesting Date. In no event shall the Shares be issued to the Participant more than 30 days after the applicable Vesting Date.

(b) Employment Termination .

(1) If the Participant ceases to be employed by the Company as a result of (i) a termination by the Company without Cause (as defined below), (ii) death, (iii) Disability (as defined below), or Retirement (as defined below), then the Additional Pro Rata RSUs (as defined below) shall vest as of such employment termination. The “Additional Pro Rata RSUs” shall mean (i) the number of RSUs that would have vested on the next Vesting Date multiplied by (ii) a fraction, the numerator of which is the number of full months elapsed since the most recent Vesting Date (or the Grant Date, if termination occurs prior to the first Vesting Date) and the denominator of which is the number of months between the most recent Vesting Date and the next Vesting Date. The Shares equal to the number of Additional Pro Rata RSUs that vest pursuant to this Section 2(b)(1) shall be delivered to the Participant within 30 days following the date of Participant’s termination of employment. Any unvested RSUs (after giving effect to the vesting of the Additional Pro Rata RSUs) shall be automatically forfeited as of such employment termination. For purposes of this Agreement, employment with the Company shall include employment with a parent or subsidiary of the Company, or any successor to the Company.

 

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(2) If the Participant ceases to be employed by the Company as a result of the termination of his or her employment by the Company for Cause or as a result of his or her voluntary resignation (other than in the case of Retirement), all unvested RSUs shall be automatically forfeited as of such employment termination.

(c) Change in Control Event . In the event of a Change in Control Event (as defined in the Plan), any unvested portion of this RSU award shall, upon the effective time of such Change in Control Event, become a cash award (the “ Substitute Cash Award ”) that is equal in value to the Fair Value of any unvested RSUs set forth in the Vesting Table at the time of the Change in Control Event. Any dividends with respect to the unvested portion of this RSU award that would otherwise be delivered pursuant to Section 3 upon vesting of such portion shall also be deemed part of the Substitute Cash Award. The Company will place the Substitute Cash Award in a trust (the “ Trust ”) for the benefit of the Participant immediately prior to the Change in Control Event. The Substitute Cash Award held by the Trust shall be subject to the same vesting and forfeiture restrictions (the “ Restrictions ”) set forth in this Agreement in the same manner and to the same extent as the Restrictions applied to the unvested RSUs and such Restrictions shall inure to the benefit of the Company’s successor. As such, the portion of the Substitute Cash Award held in the Trust that is attributable to the portion of the unvested RSUs that would have vested on any applicable Vesting Date shall be paid to Participant within 30 days following such Vesting Date, subject to the satisfaction of the vesting and other provisions of this Agreement and the Plan. Notwithstanding anything to the contrary herein, if, within the 24- month period following a Change in Control Event, the Participant ceases to be employed by the Company as a result of a termination by the Company without Cause (as defined below) or by the Participant for Good Reason (as defined below), all Restrictions on the Substitute Cash Award shall lapse automatically and such award shall be deemed fully vested as of the date of such termination and any remaining Substitute Cash Award held by the Trust shall be delivered to the Participant within 30 days of the date of termination. The Trust shall be established in a manner consistent with Internal Revenue Service Revenue Procedure 92-64 (containing model Rabbi trust provisions). The Substitute Cash Award shall be treated for all purposes as an unfunded, unsecured promise to pay the cash held by the Trust. Any funds placed in the Trust shall be subject to the claims of the creditors of the Company and / or any Company successor.

(d) Notice of Termination . Following a Change in Control Event, any termination by the Company for Cause or by the Participant for Good Reason pursuant to this Agreement shall be communicated by a Notice of Termination (as defined below) to the other party. A “ Notice of Termination ” means a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Participant’s employment under the provision so indicated, and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the Date of Termination (which shall be not more than 15 days after the giving of such notice). The failure by the Participant or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause, as the case may be, shall not waive any right of the Participant or the Company or preclude the Participant or the Company from asserting such fact or circumstance in enforcing the Participant’s or the Company’s rights.

 

Page 3 of 7


(e) Separation from Service. Notwithstanding anything herein to the contrary, no Shares to be issued to the Participant pursuant to Section 2(b)(1) nor any Substitute Cash Award to be delivered to the Participant pursuant to Section 2(c), in each case on account of the termination of the Participant’s employment with the Company, shall be delivered unless such termination constitutes a “separation from service” within the meaning of Section 409A of the Code (a “ Separation from Service ”). To the extent that the termination of service under Section 2(b)(1) or 2(c), as the case may be, is not a Separation from Service, then the Shares or Substitute Cash Award to be delivered pursuant to such Section shall be held by the Company or its successor (or by the Trust in the case of the Substitute Cash Award) until a Separation from Service of the Participant occurs and shall be delivered to the Participant within 30 days thereafter. The determination of whether and when the Participant’s Separation from Service from the Company has occurred shall be made and in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Section 2(e), “Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of the Code.

(f) Section 409A. Any Shares or Substitute Cash Award delivered pursuant to this Agreement shall be paid at the time set forth herein and shall not be accelerated or deferred by either the Company or the Participant except to the extent permitted or required by Section 409A of the Internal Revenue Code. Each installment of the Shares or Substitute Cash Award due under the Agreement that would, absent this section, be paid within the six-month period following the Participant’s Separation from Service shall, to the extent that the Participant is a “specified employee” at the time of such termination, not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Participant’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following Participant’s Separation from Service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein. The determination of whether the Participant is a “specified employee” at the time of a Separation from Service shall be made in accordance with Treasury Regulation Section 1.409A-1(i). The Company makes no representation or warranty and shall have no liability to the Participant or to any other person if any of the provisions of the Agreement are determined to constitute deferred compensation subject to Section 409A but that do not satisfy an exemption from, or the conditions of, that section.

(g) Definitions.

(1) For purposes of this Agreement, “ Cause ” shall mean any intentional dishonest, illegal, or insubordinate conduct which is materially injurious to the Company or a subsidiary, or a breach of any provision of any employment, nondisclosure, non-competition or similar agreement between the Participant and the Company.

(2) For purposes of this Agreement, “ Disability ” shall mean a disability that entitles the Participant to receive benefits under a Company-sponsored disability program. If no program is in effect for the Participant, Disability will apply if the Participant has become totally and permanently disabled within the meaning of Section 22(e)(3) of the Code.

 

Page 4 of 7


(3) For purposes of this Agreement, “ Retirement ” shall mean the Participant voluntarily leaving the employment of the Company with a combination of years of age and years of service of at least 75 and at least 10 years of service; provided that a Participant will not be deemed to have retired in any situation involving a termination for Cause, as determined by the Company.

(4) For the purposes of this Agreement, “ Good Reason ” means (i) the assignment to the Participant of any responsibilities or duties inconsistent in any respect with the Participant’s Position and Duties (as defined below), excluding any action that is remedied by the Company promptly after receipt of written notice given by the Participant; (ii) any failure by the Company to provide any of the Ongoing Compensation (as defined below), excluding any failure that is remedied by the Company promptly after receipt of written notice given by the Participant; (iii) the Company requiring the Executive to be based at any location other than those locations described in the Position and Duties; (iv) any purported termination by the Company of the Participant’s employment other than for Cause; or (v) any failure by a successor to the Company to comply with and satisfy Section 8 (Successors) below, provided that such successor has received at least ten days prior written notice from the Company or the Participant of the requirements of Section 8.

(5) For the purposes of this Agreement, “ Position and Duties” means (i) a position (including, without limitation, offices, titles, and reporting requirements), authority, duties, and responsibilities that is at least commensurate in all material respects with the most significant of, and the highest grade or level of, those that were held or exercised by the Participant or assigned to the Participant at any time during the 120-day period immediately preceding the Change in Control Event, and (ii) services that are performed at the location where the Participant was employed immediately preceding the Effective Date or any other location less than 35 miles from Peabody, Massachusetts.

(6) For the purposes of this Agreement, “ Ongoing Compensation ” means, (i) an annual base salary (“ Annual Base Salary ”), paid at a biweekly rate, equal to the base salary in effect immediately prior to the Change in Control Event. Pending the vesting of the Substitute Cash Award, the Participant’s Annual Base Salary shall be reviewed at least annually and shall be adjusted at any time and from time to time as shall be consistent with adjustments in base salary generally awarded in the ordinary course of business to other peer executives of the Company. Annual Base Salary shall not be reduced after any such increase, and, after any such increase, the term “Annual Base Salary” shall refer to the Annual Base Salary as so increased; (ii) eligibility for an annual bonus (the “ Annual Bonus ”) in accordance with the Company’s then existing incentive plan; (iii) eligibility (including for the Participant’s family, as the case may be) to participate in and receive benefits under, all incentive, savings, retirement and welfare plans, practices, policies, and programs generally applicable to other peer executives of the Company, but in no event shall such plans, practices, policies, and programs provide the Participant (or the Participant’s family) with incentive opportunities (measured with respect to both regular and special incentive opportunities), savings opportunities, retirement benefits opportunities or welfare benefits that are, in each case, less favorable, in the aggregate, than the most favorable of the corresponding opportunities that were provided by the Company for the Participant under such plans, practices, policies, and programs as were in effect at any time during the 120-day period immediately preceding Change of Control Event; (iv) prompt reimbursement for all

 

Page 5 of 7


reasonable business expenses incurred by the Participant in accordance with the practices, policies, and procedures of the Company; (v) fringe benefits in accordance with the practices, policies, and programs of the Company as were in effect for the Participant at any time during the 120-day period immediately preceding the Change in Control Event; (vi) paid vacation in accordance with the most favorable plans, practices, policies, and programs of the Company as were in effect for the Executive at any time during the 120-day period immediately preceding the Change in Control Event.

(7) For the purposes of this Agreement, “Fair Value” means the fair market value of an unrestricted share of Common Stock multiplied by the number of unvested RSUs at the time of the Change in Control Event.

3. Dividends . At the time of the issuance of Shares to the Participant pursuant to Section 2, the Company shall also pay to the Participant an amount of cash equal to the aggregate amount of all dividends paid by the Company, between the Grant Date and the issuance of such Shares, with respect to the number of Shares so issued to the Participant.

4. Withholding Taxes . The Company shall deduct and hold back from the number of Shares issuable or deduct from the amount of cash payable to the Participant as a result of the vesting of any RSUs or Substitute Cash Awards pursuant to Section 2, as the case may be, such number of Shares as have a Fair Market Value (as defined in the Plan) equal to, or an amount of cash equal to, the Company’s federal, state, and local or other income and employment tax withholding obligations with respect to the income recognized by the Participant as a result of such vesting (based on minimum statutory withholding rates for all tax purposes, including payroll and social security taxes, that are applicable to such income).

5. Restrictions on Transfer . The RSUs and Substitute Cash Awards, and any interest therein (including the right to receive dividend payments in accordance with Section 3), are subject to the restrictions on transfer set forth in Section 11(a) of the Plan.

6. Non-Competition Covenant . The Participant’s execution and delivery of this Agreement shall constitute an agreement between the Participant and the Company that, during the one-year period following the termination of the Participant’s employment with the Company, whether voluntarily or involuntarily, the Participant may not accept an identical or substantially similar position to that held by the Participant at the Company immediately prior to termination with any business that is directly competitive with the business of the Company, or otherwise has any material investment or interest in any such a competitive business.

7. Provisions of the Plan . This Agreement is subject to the provisions of the Plan. The Participant acknowledges receipt of the Plan, along with the Prospectus relating to the Plan. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.

8. Successors . The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such

 

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succession had taken place. As used in this Agreement, “Company” shall mean the Company and any successor to all or substantially all of its business or assets which assumes and agrees to perform this Agreement by operation of law or otherwise.

9. Miscellaneous .

(a) No Rights to Employment . The Participant acknowledges and agrees that the grant of the RSUs and their vesting pursuant to Section 2 (nor the vesting of the Substitute Cash Award) do not constitute an express or implied promise of continued employment for the vesting period, or for any period.

(b) Entire Agreement . This Agreement and the Plan constitute the entire agreement between the parties, and supersede all prior agreements and understandings, relating to the subject matter of this Agreement; provided that any separate employment or severance agreement between the Company and the Participant that includes terms relating to the acceleration of vesting of equity awards shall not be superseded by this Agreement.

(c) Governing Law . This Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to any applicable conflict of law principles.

(d) Interpretation . The interpretation and construction of any terms or conditions of the Plan or this Agreement by the Compensation Committee shall be final and conclusive.

 

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Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, James W. Green, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Analogic Corporation;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 12, 2013

 

/s/ James W. Green

James W. Green

President and Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a)/RULE 15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Michael L. Levitz, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Analogic Corporation;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 12, 2013

 

/s/ Michael L. Levitz

Michael L. Levitz

Senior Vice President, Chief Financial Officer, and Treasurer

(Principal Financial Officer)

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(b)/RULE 15d-14(b)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

In connection with the Quarterly Report on Form 10-Q of Analogic Corporation (the “Company”) for the quarter ended January 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, James W. Green, President and Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that, to the best of his knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 12, 2013

 

/s/ James W. Green

James W. Green

President and Chief Executive Officer

(Principal Executive Officer)

EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14(b)/RULE 15d-14(b)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

In connection with the Quarterly Report on Form 10-Q of Analogic Corporation (the “Company”) for the quarter ended January 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Michael L. Levitz, Vice President, Chief Financial Officer, and Treasurer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that, to the best of his knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 12, 2013

 

/s/ Michael L. Levitz

Michael L. Levitz

Senior Vice President, Chief Financial Officer, and Treasurer

(Principal Financial Officer)