SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
T QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended January 31, 2007
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: 0-15486
MIKRON INFRARED, INC.
(Exact Name of Registrant as Specified in its Charter)
NEW JERSEY | 22-1895668 |
State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization | Identification No.) |
16 Thornton Road, Oakland, New Jersey 07436
(Address of Principal Executive Office) (Zip Code)
(201) 405-0900
(Registrant’s telephone number including area code)
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 o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of large accelerated filer and accelerated filer in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ¨ | Accelerated Filer ¨ | Non-Accelerated Filer ý |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act Yes ¨ No ý
As of March 16, 2007, 5,588,556 shares of common stock, par value $.003 per share, ("Common Stock") of the Registrant were outstanding.
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Mikron Infrared, Inc. and Subsidiaries
Index
Page No. | ||
PART I - FINANCIAL INFORMATION | ||
Item 1. | Financial Statements | 3 |
Consolidated Balance Sheets - January 31, 2007 (unaudited) and | ||
October 31, 2006 audited | 3 | |
Consolidated Statements of Operations - Three months | ||
ended January 31, 2007 and 2006 (unaudited) | 4 | |
Consolidated Statements of Shareholders’ Equity - Year ended | ||
October 31, 2006 and three months ended January 31, | ||
2007 (unaudited) | 5 | |
Consolidated Statements of Cash Flows - Three months ended | ||
January 31, 2007 and 2006 (unaudited) | 6 | |
Notes to Consolidated Financial Statements (Unaudited) | 7 | |
Item 2. | Management’s Discussion and Analysis of Financial Condition | |
and Results Of Operations | 12 | |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 14 |
Item 4. | Controls and Procedures | 15 |
PART II - OTHER INFORMATION | ||
Item 6. | Exhibits | 15 |
SIGNATURES | 16 |
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PART I - FINANCIAL INFORMATION:
Item 1. Financial Statements
Mikron Infrared, Inc. and Subsidiaries
Consolidated Balance Sheets
January 31, 2007 | October 31, 2006 | ||||||
Assets | (Unaudited) | ||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 2,817,286 | $ | 2,833,388 | |||
Accounts receivable, less allowance for doubtful accounts of $273,189 and $265,746 on January 31, 2007 and October 31, 2006, respectively | 5,359,317 | 5,384,506 | |||||
Inventories | 8,918,620 | 8,410,562 | |||||
Deferred tax - current | 686,725 | 417,531 | |||||
Prepaid expenses and other current assets | 305,749 | 215,097 | |||||
Total current assets | 18,087,697 | 17,261,084 | |||||
Property and equipment | 602,535 | 648,537 | |||||
Intangibles, net of accumulated amortization of $578,628 and $613,468 on January 31, 2007 and October 31, 2006, respectively. | 2,831,833 | 2,879,810 | |||||
Goodwill | 3,298,399 | 3,309,284 | |||||
Other assets | 29,201 | 29,146 | |||||
Total Assets | $ | 24,849,665 | $ | 24,127,861 | |||
Liabilities and shareholders’ equity | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 1,500,675 | $ | 1,447,731 | |||
Accrued liabilities | 3,307,753 | 3,685,078 | |||||
Total current liabilities | 4,808,428 | 5,132,809 | |||||
Accrued pension benefits | 268,628 | 266,080 | |||||
Deferred taxes | 302,975 | 72,278 | |||||
Total liabilities | 5,380,031 | 5,471,167 | |||||
Shareholders’ equity: | |||||||
Common stock, $.003 par value; 15,000,000 shares authorized, 5,588,556 shares issued and outstanding | 16,766 | 16,766 | |||||
Additional paid-in capital | 8,184,494 | 8,184,494 | |||||
Retained earnings | 11,050,295 | 10,320,951 | |||||
Other comprehensive income gain | 218,079 | 134,483 | |||||
Total shareholders’ equity | 19,469,634 | 18,656,694 | |||||
Total liabilities and shareholders’ equity | $ | 24,849,665 | $ | 24,127,861 |
See notes to consolidated financial statements
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Mikron Infrared, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
Three months ended | |||||||
January 31 | |||||||
2007 | 2006 | ||||||
Revenues: | |||||||
Net sales | $ | 8,890,795 | $ | 8,343,001 | |||
Costs and expenses: | |||||||
Cost of goods sold | 3,796,172 | 3,767,761 | |||||
Selling, general and administrative | 3,220,674 | 2,648,659 | |||||
Research, development and engineering | 754,861 | 598,322 | |||||
Total costs and expenses | 7,771,707 | 7,014,742 | |||||
Income from operations | 1,119,088 | 1,328,259 | |||||
Other expense: | |||||||
Interest income (expense) net | 14,847 | (21,061 | ) | ||||
Other income (expense), net | 27,121 | (1,370 | ) | ||||
Net income before income taxes | 1,161,056 | 1,305,828 | |||||
Income tax provision | (431,712 | ) | (523,245 | ) | |||
Net income | $ | 729,344 | $ | 782,583 | |||
Net income per share-basic | $ | 0.13 | $ | 0.14 | |||
Weighted average number of shares-basic | 5,588,556 | 5,588,556 | |||||
Net income per share-diluted | $ | 0.13 | $ | 0.14 | |||
Weighted average number of shares-diluted | 5,616,870 | 5,604,354 |
See notes to consolidated financial statements
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Mikron Infrared, Inc. and Subsidiaries
Consolidated Statements of Shareholders’ Equity
For the year ended October 31, 2006, and three months ended January 31, 2007
Common stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive income (loss) | Total shareholders’ equity | |||||||||||||||
Shares | Amount | ||||||||||||||||||
Balance, November 1, 2005 | 5,588,556 | $ | 16,766 | $ | 8,135,740 | $ | 6,790,515 | ($73,432 | ) | $ | 14,869,589 | ||||||||
Issuance of stock options | 48,754 | 48,754 | |||||||||||||||||
Other comprehensive income: Net Income | — | — | — | 3,530,436 | — | 3,530,436 | |||||||||||||
Foreign currency translation gains | — | — | — | — | 207,915 | 207,915 | |||||||||||||
Other comprehensive income | — | — | — | — | — | 3,738,351 | |||||||||||||
Balance, October 31, 2006 | 5,588,556 | $ | 16,766 | $ | 8,184,494 | $ | 10,320,951 | 134,483 | $ | 18,656,694 | |||||||||
Net Income | - | - | - | 729,344 | - | 729,344 | |||||||||||||
Foreign Currency translation | - | - | - | - | 83,596 | 83,596 | |||||||||||||
Total Comprehensive Income | - | - | - | - | - | 808,433 | |||||||||||||
Balance January 31, 2007 | 5,588,556 | $ | 16,766 | $ | 8,184,494 | $ | 11,050,245 | $ | 218,079 | $ | 19,469,634 |
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Mikron Infrared, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended January 31 | |||||||
2007 | 2006 | ||||||
Cash flows from operating activities: | |||||||
Net income | $ | 729,344 | $ | 782,583 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation | 70,473 | 75,876 | |||||
Amortization | 55,367 | 35,423 | |||||
Deferred income taxes | (34,261 | ) | 11,042 | ||||
Changes in assets and liabilities, net of effect of acquisition- | |||||||
Decrease in accounts receivable | 65,253 | 169,703 | |||||
Decrease (increase) in inventories | (456,750 | ) | 440,788 | ||||
Decrease (increase) in prepaid and other current assets | (86,844 | ) | 321,841 | ||||
Decrease in other assets | 0 | 120,022 | |||||
Increase (decrease) in pension liability | (2,393 | ) | 5,915 | ||||
Decrease in accounts payable and accrued liabilities | (369,461 | ) | (1,038,227 | ) | |||
Net cash provided by (used in) operating activities | (29,273 | ) | 924,966 | ||||
Cash flows from investing activities: | |||||||
Purchase of property and equipment | (17,923 | ) | (57,998 | ) | |||
Net cash used in investing activities | (17,923 | ) | (57,998 | ) | |||
Cash flows from financing activities: | |||||||
Repayment of line of credit, net | 0 | (550,000 | ) | ||||
Principal payments on long term debt | 0 | (12,537 | ) | ||||
Net cash used in financing activities | 0 | (562,537 | ) | ||||
Currency effects on cash | 31,094 | 1,952 | |||||
Net increase(decrease) in cash and cash equivalents | (16,102 | ) | 306,383 | ||||
Cash and cash equivalents, beginning of period | 2,833,388 | 1,305,541 | |||||
Cash and cash equivalents, end of period | $ | 2,817,286 | $ | 1,611,924 | |||
Supplemental disclosure of cash flow information: | |||||||
Cash paid for interest | $ | 0 | $ | 15,316 | |||
Cash paid for income taxes | $ | 488,713 | $ | 77,958 |
See notes to consolidated financial statements
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Mikron Infrared, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
January 31, 2007
(Unaudited)
Subsequent Event On February 8, 2007, we entered into a definitive agreement and plan of merger (the "Agreement") with LumaSense Technologies, Inc. (the "Buyer") and Red Acquisition Corporation (the "Buyer Subsidiary"), a wholly owned subsidiary of the Buyer. Pursuant to the Agreement, the Buyer Subsidiary will be merged with and into Mikron (the "Merger"). Upon consummation of the Merger, Mikron's shareholders will receive $11.50 in cash for each of the 5,588,556 outstanding shares of our common stock. In addition, the holders of options to purchase 77,500 shares of our common stock will receive cash payments equal to the product obtained by multiplying the number of shares issuable under those options by the difference between $11.50 and the respective exercise prices of those options.
Our Board of Directors, based in part on fairness opinions received from Houlihan Lokey Howard & Zukin Financial Advisors, Inc. and Capitalink, L.C., has approved the Agreement and the Merger and has authorized the preparation of proxy materials containing the Board's recommendations that the terms of the Agreement are fair to and in the best interests of our shareholders, and that our shareholders vote in favor of the adoption of the Agreement and the consummation of the transactions contemplated therein. Each of our directors has agreed in writing to vote in favor of the transaction. Those directors collectively hold approximately 21.4% of our outstanding common stock.
1. | Basis of Presentation |
Our unaudited interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and should be read in conjunction with our October 31, 2006 Annual Report on Form 10-K. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with Generally Accepted Accounting Principles (GAAP) have been omitted or condensed pursuant to such rules and regulations.
Our unaudited financial statements include all adjustments consisting of normal recurring adjustments which are, in the opinion of our management, necessary to present a fair statement of our financial position as of January 31, 2007 and the results of operations and cash flows for the three month periods ended January 31, 2007 and 2006. Results of operations for these periods are not necessarily indicative of the results to be expected for the full year.
2. | Recently Issued Accounting Principles |
In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with SFAS No 109, “Accounting for Income Taxes” and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 will be effective for the Company’s fiscal year beginning November 1, 2007. The Company is currently reviewing the effect FIN 48 will have on its financial statements. The Company does not expect that adoption FIN 48 will have a material affect on its financial statements.
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In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 1006, and 132(R) (“SFAS 158”). SFAS 158 requires the Company to (a) recognize in its statement of financial position the overfunded or underfunded status of a defined benefit postretirement plan measured as the difference between the fair value of plan assets and the benefit obligation, (b) recognize as a component of other comprehensive income, net of tax, the actuarial gains and losses and the prior service costs and credits that arise during the period, (c) measure defined benefit plan assets and defined benefit plan obligations as of the date of the Company’s statement of financial position, and (d) disclose additional information about certain effects on net periodic benefit costs in the upcoming fiscal year that arise from the delayed recognition of the actuarial gains and losses and the prior service costs and credits. SFAS 158 is effective for the Company’s fiscal year beginning November 1, 2006.
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements ”SFAS 157 “) . SFAS 157 provides guidance for using fair value to measure assets and liabilities. The standard also responds to investors’ request for expanded information about the extent to which a company measures assets and liabilities at fair value, the information used to measure fair value, and the effect of the fair value measurements on earnings. SFAS 157 will be effective for the Company’s fiscal year beginning November 1, 2008. The Company does not expect the adoption of SFAS 157 will have a material affect on its financial statements.
In September 2006, the SEC issued Staff Accounting Bulletin (SAB) No. 108 “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” This bulletin provides guidance on the consideration of the effects of prior year misstatements in qualifying current year misstatements for the purpose of a materiality assessment. The guidance in this Bulletin must be applied to financial reports covering the first fiscal year ending after November 15, 2006. The adoption of this pronouncement is not expected to have a material effect on these financial statements.
3. | Critical Accounting Policies |
Principles of consolidation
The consolidated financial statements include our operations and the operations of our wholly-owned subsidiaries. All significant inter-company transactions and account balances have been eliminated.
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Cash and cash equivalents
We consider all highly liquid investments with a maturity date of three months or less when purchased to be cash equivalents.
Inventories
Inventories are stated at the lower of cost (average cost method) or market.
Property and equipment
Property and equipment are stated at cost. Depreciation is computed principally using straight-line depreciation over the estimated useful lives of individual assets or the remaining terms of leases. Machinery and equipment are depreciated over a period of three to five years, furniture and fixtures range from three to five years and leasehold improvements are depreciated over the term of the lease. Maintenance, repairs and minor renewals are charged to earnings when they are incurred. Upon disposition of an asset, any gain or loss is reflected in current earnings.
Intangible assets
As a result of the acquisition of the IMPAC Companies, we determined with the help of valuation specialists, that the customer list has a value of $1,000,000. It is being amortized over ten years. We also determined that the trade names have a value of $1,800,000 and have an indefinite life and are therefore not amortized. Instead the recorded value of the trade names is tested for impairment at least annually.
We review long-lived assets for impairment whenever circumstances and situations change such that there is an indication that the carrying amount may not be recoverable. We believe that there had been no impairments of our long-lived assets through January 31, 2007.
Sales
We sell our products to independent representatives and directly to third party end-users. Revenue on the sale of product is recognized at the time of shipment when title to the product passes to the independent representative or third party end-user. Customers do not have the right to return products shipped to them. We provide an allowance for doubtful accounts on an estimated basis.
4. | Stock Options |
Effective August 1, 2005, we adopted the fair value method of accounting for stock options under Statement of Financial Accounting Standards No. 123R (“SFAS 123R”), “Accounting for Stock-Based Compensation.” SFAS 123R requires stock options to be expensed over the vesting period based on the fair value at the date the stock option was granted. No stock options have been issued since April 21, 2006.
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5. | Inventory |
The components of inventories at January 31, 2007 and October 31, 2006 are as follows:
January 31, 2007 | October 31, 2006 | ||||||
Materials and parts | $ | 4,013,679 | $ | 4,085,877 | |||
Work-in Process | 1,529,047 | 1,294,193 | |||||
Finished Goods | 3,375,894 | 3,030,492 | |||||
$ | 8,918,620 | $ | 8,410,562 |
6. | Intangible Assets |
The components of intangible assets at January 31, 2007 are as follows:
Cost | Amortization | ||||||
Customer lists | 1,610,461 | 578,628 | |||||
Trade names | 1,800,000 | - | |||||
Total intangible assets | $ | 3,410,461 | $ | 578,628 |
Amortization of customer lists and deferred financing costs was $56,230 for the three months ended January 31, 2007. Annual intangibles amortization is projected to be approximately $216,000 in 2007 through 2009. Intangible amortization is estimated to be approximately $202,000 in 2010, $127,000 in 2011 and $100,000 in 2012
7. | Long Term Debt |
We have no long term debt. We have a $4,000,000 revolving credit facility (the “Facility”) with a bank, collateralized by first security interest liens on all non-European assets and also by a pledge of 65% of the share capital of Mikron Europe GmbH, the German holding company through which we own all of our European operating subsidiaries. The facility bears interest at LIBOR plus 150 basis points or Prime Rate minus 100 basis points, at the option of the borrower, payable monthly. The rate at January 31, 2007 was 6.93%. The Facility has a maturity date of November 20, 2007.
One of our German operating companies also has a $650,000 credit facility with a German bank, of which $74,000 has been reserved for application against an outstanding letter of credit, and $576,000 is available. That credit facility provides for an 8.25% interest rate and will expire on September 30, 2007.
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8. | Segment information |
Management reviews our Domestic and European operations to evaluate performance and resources. Management has aggregated our operations into one industry segment. Geographic information is as follows:
Revenues | Three Months Ended January 31, 2007 | Three Months Ended January 31, 2006 | |||||
Domestic | $ | 4,186,644 | $ | 4,761,197 | |||
European | 4,704,151 | 3,581,804 | |||||
$ | 8,890,795 | $ | 8,343,001 |
Long-lived Assets | At January 31, 2007 | |||
Domestic | $ | 6,778,466 | ||
European | 6,872,228 | |||
Elimination | (6,888,726 | ) | ||
$ | 6,761,968 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Subsequent Event - Entry into a Material Definitive Agreement
On February 8, 2007, we entered into a definitive agreement and plan of merger (the "Agreement") with LumaSense Technologies, Inc. (the "Buyer") and Red Acquisition Corporation (the "Buyer Subsidiary"), a wholly owned subsidiary of the Buyer. Pursuant to the Agreement, the Buyer Subsidiary will be merged with and into Mikron (the "Merger"). Upon consummation of the Merger, Mikron's shareholders will receive $11.50 in cash for each of the 5,588,556 outstanding shares of our common stock. In addition, the holders of options to purchase 77,500 shares of our common stock will receive cash payments equal to the product obtained by multiplying the number of shares issuable under those options by the difference between $11.50 and the respective exercise prices of those options.
Our Board of Directors, based in part on fairness opinions received from Houlihan Lokey Howard & Zukin Financial Advisors, Inc. and Capitalink, L.C., has approved the Agreement and the Merger and has authorized the preparation of proxy materials containing the Board's recommendations that the terms of the Agreement are fair to and in the best interests of our shareholders, and that our shareholders vote in favor of the adoption of the Agreement and the consummation of the transactions contemplated therein. Each of our directors has agreed in writing to vote in favor of the transaction. Those directors collectively hold approximately 21.4% of our outstanding common stock.
It is our intention to hold a special meeting of our shareholders during April 2007 for the purposes of approving and adopting the Agreement and authorizing the consummation of the Merger in the manner to be described in the proxy materials to be disseminated in connection with that meeting.
The following discussion and analysis provides information which our management believes is relevant to an assessment and understanding of our results of operations and financial condition. This discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report.
In order to provide greater understanding of the effects of the operations of the IMPAC Companies upon our overall financial performance, we have disclosed, where we have deemed it appropriate to do so, the results attributable to our operations separately from those of the IMPAC Companies. In those cases, we have used the phrases
· | “Domestic Operations” to refer to the operations of our company in the United States, whether or not those operations pertained to sales made to customers located inside or outside of the United States; and |
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· | “IMPAC Operations” to refer to the operations of the IMPAC Companies, whether or not those operations pertained to sales made to customers of the IMPAC Companies located in Europe or elsewhere. |
Results of Operations
Three Months Ended January 31, 2007 Compared To Three Months Ended January 31, 2007
Total revenues for the three months ended January 31, 2007 were $8,890,795, which represented a 7% increase over total revenues of $8,343,001 for the three month period ended January 31, 2006. The increase can be primarily attributed to increased sales volume.
Our cost of sales for the three months ended January 31, 2007 was $3,796,172 (42.7% of sales) compared to $3,767,761 (45.2% of sales) for the same period in fiscal 2006. The improvement in margin can be attributed to a better product mix and better leveraging of fixed overhead because of the higher sales volume.
Selling, general and administrative expenses were $3,220,674 for the three months ended January 31, 2007 compared to $2,648,659 for the same period in fiscal 2006. This increase of approximately $572,000 was due primarily to:
· Other professional fees | $296,000 | Expenses related to the proposed sale of the company |
· Compensation expenses | $296,000 | As a result of increase in staff size to increase sales |
Research and development expenses increased for the three months ended January 31, 2007 to $754,861 from $598,322 for the same quarter in 2006. This increase of approximately $157,000 was due primarily to $147,000 in compensation expenses as a result in an increase in staffing to develop new products.
Our income from operations for the three months ended January 31, 2007 was $1,119,088 compared to $1,328,259 for the comparable period in fiscal 2006. The 16% decrease was primarily due to the offsetting effects of our increase in operating expenses upon our increased sales and gross margins.
Our interest income for the three months ended January 31, 2007 was $14,847 compared to an expense of $21,061 for the same period last year. This improvement was due to the elimination of all debt and investment of our idle cash.
Our net income before the provision for income taxes for the three months ended January 31, 2007 was $1,161,056 compared to $1,305,828 for the comparable period in fiscal 2006. The 11% decrease was primarily due to the offsetting effects of our increase in operating expenses upon our increased sales and gross margins.
Our effective tax rate for the three month period ended January 31, 2007 was 37.2% compared to 40% for the three months ended January 31, 2006.
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Our net income for the three months ended January 31, 2007 was $729,344 compared to $782,583 for the comparable period in fiscal 2006. The 7% decrease in net income is primarily due to the offsetting effects of our increase in operating expenses upon our increased sales and gross margins.
Liquidity and Capital Resources
At January 31, 2007, we held $2,817,286 in cash, and we had $5,359,317 in accounts receivable. The decrease in cash of $16,102 since October 31, 2006 resulted from a decrease in cash from operations of $29,273, in addition to cash used in investing activities of $17,923, offset by the currency effects on cash of $31,094.
Our working capital at January 31, 2007 was $13,279,269 as compared to $12,128,275 at year-end October 31, 2006. This increase primarily was a result of increase in our inventory and a decrease in accrued expenses.
As of January 31, 2007, we had an additional $4,000,000 of available credit under the Facility. In addition, we have unused lines of credit in Europe which amount to approximately $576,000.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our primary exposures to market risks include fluctuations in interest rates on our long term debt as well as fluctuations in foreign currency exchange rates.
Foreign Exchange Rate Risk
Our Domestic Operations deal almost exclusively in US dollars. Our IMPAC Operations deal almost exclusively in Euros. Our exposure to currency exposure is mitigated by the inter-company sales activities between our Domestic Operations and our IMPAC Operations. Our foreign exchange risk was estimated as a potential hypothetical change in currency exchange between the US Dollar and the European Euro of 10%. The resulting hypothetical result would not materially affect the operating results.
Interest Rate Risk
Due to its short-term duration, the fair value of our cash and investment portfolio at January 31, 2007 and October 31, 2006 approximated its carrying value.
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Item 4. Controls and Procedures
Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. There has been no change in our internal control over financial reporting that occurred during the quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 6 Exhibits
31.1 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-Q for the Quarter ended January 31, 2007 to be signed on its behalf by the undersigned thereunto duly authorized.
March 16, 2007
MIKRON INFRARED, INC. | ||
| | |
By: | /s/ Gerald D. Posner | |
Gerald D. Posner, Chief Executive Officer | ||
By: | /s/ Paul A. Kohmescher | |
Paul A. Kohmescher, Chief Financial Officer | ||
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Exhibit Index
31.1 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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