**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

** **

** **

**Form 10-Q**

 

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** **

**QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(d)**

**OF THESECURITIES EXCHANGE ACT OF 1934**

** **

** **

**ForQuarter Ended January 31, 2002**

**CommissionFile Number 0-11518**

** **

 

 

**PPT VISION, INC.**

(Exact name of registrantas specified in its charter)

 

 

| **MINNESOTA**                             |   | **41-1413345**                           |
|-------------------------------------------|--------|------------------------------------------|
| (State or other  jurisdiction of          |   | (I.R.S. Employer                         |
| incorporation or  organization)           |   | Identification Number)                   |
|                                      |   |                                     |
|                                      |   |                                     |
| **12988  Valley View Road**               |   | **Eden  Prairie, Minnesota  55344** |
| (Address of principal  executive offices) |   | (Zip Code)                               |

 

**(952)996-9500**

(Registrant’s telephonenumber including area code)

 

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the last 90 days. Yes ý No o

 

Shares of $.10 par value common stock outstanding at March 11, 2002:5,512,118

 

 

 

INDEX

 

PPT VISION, INC.

 
| Part I.   |   | Financial Information                                                                       |   |
|-----------|--------|---------------------------------------------------------------------------------------------|--------|
|      |   |                                                                                        |   |
| Item 1.   |   | Financial Statements                                                                        |   |
|      |   |                                                                                        |   |
|      |   | Balance Sheets as of January 31, 2002  and October 31, 2001                                 |   |
|      |   |                                                                                        |   |
|      |   | Income Statements for the Three  Months Ended January 31, 2002 and January 31, 2001         |   |
|      |   |                                                                                        |   |
|      |   | Statements of Cash Flows for  the Three Months Ended January 31, 2002 and January 31, 2001  |   |
|      |   |                                                                                        |   |
|      |   | Notes to Interim  Financial Statements—January 31, 2002                                |   |
|      |   |                                                                                        |   |
| Item  2.  |   | Management’s  Discussion and Analysis of Financial Condition and Results of Operations |   |
|      |   |                                                                                        |   |
| Item  3.  |   | Quantitative  and Qualitative Disclosures about Market Risk                                 |   |
|      |   |                                                                                        |   |
|      |   |                                                                                        |   |
| Part  II. |   | Other  Information                                                                          |   |
|      |   |                                                                                        |   |
| Item  1.  |   | Legal  Proceedings                                                                          |   |
|      |   |                                                                                        |   |
| Item  2.  |   | Changes  in Securities and Use of Proceeds                                                  |   |
|      |   |                                                                                        |   |
| Item  3.  |   | Defaults  Upon Senior Securities                                                            |   |
|      |   |                                                                                        |   |
| Item  4.  |   | Submission  of Matters to a Vote of Security Holders                                        |   |
|      |   |                                                                                        |   |
| Item  5.  |   | Other  Information                                                                          |   |
|      |   |                                                                                        |   |
| Item  6.  |   | Exhibits  and Reports on Form 8-K                                                           |   |
|      |   |                                                                                        |   |
|      |   | Signatures                                                                                  |   |

 

 

2

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PPT VISION, INC.

 

BALANCE SHEETS

 

 
|                                             |   | **January  31, 2002** |       | **October  31, 2001** |   |
|--------------------------------------------------|--------|-----------------------|------------|-----------------------|--------|
|                                             |   | **(unaudited)**       |       |                  |   |
| ASSETS                                           |   |                  |       |                  |   |
| Cash and cash  equivalents                       |   | $                     | 2,242,000  |                  | $      | 2,805,000 |   |
| Restricted cash                                  |   | —                |       | —                |   |
| Investments                                      |   | —                |       | 502,000               |   |
| Accounts  receivable, net                        |   | 1,573,000             |       | 2,175,000             |   |
| Inventories:                                     |   |                  |       |                  |   |
| Manufactured and  purchased parts                |   | 2,549,000             |       | 2,126,000             |   |
| Work-in-process                                  |   | 238,000               |       | 436,000               |   |
| Finished goods                                   |   | 32,000                |       | 30,000                |   |
| Inventories, net                                 |   | 2,819,000             |       | 2,592,000             |   |
| Other current  assets                            |   | 236,000               |       | 228,000               |   |
| Total current  assets                            |   | 6,870,000             |       | 8,302,000             |   |
|                                             |   |                  |       |                  |   |
| Fixed assets,  net                               |   | 1,936,000             |       | 2,116,000             |   |
| Intangible  assets, net                          |   | 2,795,000             |       | 2,885,000             |   |
| Other assets                                     |   | 53,000                |       | 53,000                |   |
|                                             |   |                  |       |                  |   |
| Total assets                                     |   | $                     | 11,654,000 |                  | $      | 13,356,000 |   |
|                                             |   |                  |       |                  |   |   |   |
| LIABILITIES AND  SHAREHOLDERS’ EQUITY       |   |                  |       |                  |   |
| Accounts payable  and accrued expenses           |   | $                     | 1,102,000  |                  | $      | 972,000 |   |
| Deferred revenue                                 |   | 45,000                |       | 286,000               |   |
| Total current  liabilities                       |   | 1,147,000             |       | 1,258,000             |   |
|                                             |   |                  |       |                  |   |
| Shareholders’  equity:                      |   |                  |       |                  |   |
| Common stock                                     |   | 551,000               |       | 551,000               |   |
| Capital in  excess of par value                  |   | 30,117,000            |       | 30,117,000            |   |
| Accumulated  deficit                             |   | (20,161,000           | )          | (18,582,000           | )      |
| Accumulated  other comprehensive income (loss)   |   | —                |       | 12,000                |   |
| Total  shareholders’ equity                 |   | 10,507,000            |       | 12,098,000            |   |
|                                             |   |                  |       |                  |   |
| Total  liabilities and shareholders’ equity |   | $                     | 11,654,000 |                  | $      | 13,356,000 |   |

 

See accompanying notes tocondensed financial statements

 

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PPT VISION, INC.

INCOME STATEMENTS

(UNAUDITED)

 
|                                             |   | **Three  Months Ended** |       |
|--------------------------------------------------|--------|-------------------------|------------|
|                                             |   | **January  31,**        |       |
|                                             |   | **2002**                |       | **2001** |   |
| Net revenues                                     |   | $                       | 1,656,000  |   | $ | 4,801,000 |   |
| Cost of sales                                    |   | 935,000                 |       | 2,239,000 |   |
| Gross profit                                     |   | 721,000                 |       | 2,562,000 |   |
|                                             |   |                    |       |   |   |
| Expenses:                                        |   |                    |       |   |   |
| Sales and  marketing                             |   | 826,000                 |       | 1,181,000 |   |
| General and  administrative                      |   | 413,000                 |       | 623,000 |   |
| Research and  development                        |   | 1,093,000               |       | 1,261,000 |   |
| Non-recurring  charges                           |   | —                  |       | — |   |
| Total expenses                                   |   | 2,332,000               |       | 3,065,000 |   |
|                                             |   |                    |       |   |   |
| Loss from  operations                            |   | (1,611,000              | )          | (503,000 | ) |
|                                             |   |                    |       |   |   |
| Interest and  other income                       |   | 31,000                  |       | 57,000 |   |
|                                             |   |                    |       |   |   |
| Net loss before  taxes                           |   | (1,580,000              | )          | (446,000 | ) |
| Income tax  expense (benefit)                    |   | —                  |       | — |   |
| Net loss                                         |   | $                       | (1,580,000 | ) | $ | (446,000 | ) |
| Per share data:                                  |   |                    |       |   |   |
| Common shares  outstanding                       |   | 5,512,000               |       | 5,480,000 |   |
| Common and  common equivalent shares outstanding |   | 5,512,000               |       | 5,480,000 |   |
| Basic loss per  share                            |   | $                       | (0.29      | ) | $ | (0.08 | ) |
| Diluted loss per  share                          |   | $                       | (0.29      | ) | $ | (0.08 | ) |

 

See accompanying notes tocondensed financial statements

 

4

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PPT VISION, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

 
|                                                                                       |   | **Three  Months**     |       | **Three  Months**     |   |
|--------------------------------------------------------------------------------------------|--------|-----------------------|------------|-----------------------|--------|
|                                                                                       |   | **Ended**             |       | **Ended**             |   |
|                                                                                       |   | **January  31, 2002** |       | **January  31, 2001** |   |
| Net loss                                                                                   |   | $                     | (1,580,000 | )                     | $      | (446,000 | ) |
| Adjustments to  reconcile net loss to net cash provided by (used in) operating activities: |   |                  |       |                  |   |
| Depreciation and  amortization                                                             |   | 345,000               |       | 355,000               |   |
| Accrued interest  income                                                                   |   | —                |       | 84,000                |   |
| Realized gain  (loss) on sale of investments                                               |   | (8,000                | )          | —                |   |
| Change in assets  and liabilities                                                          |   |                  |       |                  |   |
| Accounts  receivable                                                                       |   | 602,000               |       | 878,000               |   |
| Inventories                                                                                |   | (227,000              | )          | (145,000              | )      |
| Other assets                                                                               |   | (10,000               | )          | (309,000              | )      |
| Accounts payable  and accrued expenses                                                     |   | 130,000               |       | (593,000              | )      |
| Deferred revenue                                                                           |   | (240,000              | )          | (59,000               | )      |
| Total  adjustments                                                                         |   | 592,000               |       | 211,000               |   |
| Net cash  provided by (used in) operating activities                                       |   | (988,000              | )          | (235,000              | )      |
|                                                                                       |   |                  |       |                  |   |
| Cash flows from  investing activities:                                                     |   |                  |       |                  |   |
| Purchase of  fixed assets                                                                  |   | (69,000               | )          | (158,000              | )      |
| Purchase of  investments                                                                   |   | —                |       | —                |   |
| Sales and  maturities of investments                                                       |   | 500,000               |       | —                |   |
| Net investment  in other long-term assets                                                  |   | (6,000                | )          | (23,000               | )      |
| Net cash  provided by (used in) investing activities                                       |   | 425,000               |       | (181,000              | )      |
|                                                                                       |   |                  |       |                  |   |
| Cash flows from  financing activities                                                      |   | —                |       | —                |   |
|                                                                                       |   |                  |       |                  |   |
| Net increase  (decrease) in cash and cash equivalents                                      |   | (563,000              | )          | (416,000              | )      |
|                                                                                       |   |                  |       |                  |   |
| Cash and cash  equivalents at beginning of year                                            |   | 2,805,000             |       | 1,818,000             |   |
| Cash and cash  equivalents at end of period                                                |   | $                     | 2,242,000  |                  | $      | 1,402,000 |   |

 

See accompanying notes tocondensed financial statements

 

5

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PPT VISION, INC.

NOTES TO INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

January 31, 2002

 

 

NOTE A — DESCRIPTION OF BUSINESS

 

PPT VISION, Inc.designs, manufactures, markets, and integrates 2D and 3D machine vision-basedautomated inspection systems for manufacturing applications.  Machine vision-based inspection systemsenable manufacturers to realize significant economic paybacks by increasing thequality of manufactured parts and improving the productivity of manufacturingprocesses.  The Company’s 2D machinevision product line is sold on a global basis to end-users, system integrators,and original equipment manufacturers (OEM’s) primarily in the electronic andsemiconductor component, automotive, medical device, and packaged goodsindustries.  The Company’s SpeedScanTM 3Dsensor, incorporating the Company’s patented high-speed Scanning MoiréInterferometryTM  technology, is sold tooriginal equipment manufacturers for specific applications.  The Company’s PPT861TM 3D scanning system,which uses the Company’s SpeedScanTM 3D sensor, is an application-specificinspection solution targeted at inspection of leaded and bumped components inthe semiconductor back-end manufacturing process, inspection of surface-mountelectronic connectors, and inspection of components used in hard diskdrives.  The Company’s Common Stocktrades on the Nasdaq National Market tier of The Nasdaq Stock Market under thesymbol PPTV.  For more information, pleasesee the PPT VISION, Inc. web site at www.pptvision.com.

 

 

NOTE B — BASIS OF PRESENTATION

 

The accompanying unaudited condensed financial statements have beenprepared in accordance with generally accepted accounting principles forinterim financial information and with the instructions to Form 10-Q and Rule10-01 of Regulation S-X.  Accordingly,they do not include all of the information and footnotes required by generallyaccepted accounting principles for complete financial statements.  In the opinion of management, alladjustments (consisting of normal recurring accruals) considered necessary fora fair presentation have been included.

 

The Balance Sheet at October 31, 2001 has been derived from theCompany’s audited financial statements for the fiscal year ended October 31,2001 but does not include all of the information and footnotes required bygenerally accepted accounting principles for complete financial statements.

 

For further information, refer to the financial statements andfootnotes thereto included in the Company’s annual report on Form 10-K for theyear ended October 31, 2001.

 

 

6

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NOTE C — COMPREHENSIVE LOSS

 

 

|                                              |   | **Three  Months Ended** |       |
|---------------------------------------------------|--------|-------------------------|------------|
|                                              |   | **January  31,**        |       |
|                                              |   | **2002**                |       | **2001** |   |
|                                              |   |                    |       |   |   |
| Net loss                                          |   | $                       | (1,580,000 | ) | $ | (446,000 | ) |
| Other  comprehensive loss:                        |   |                    |       |   |   |
| Unrealized  (loss)gain on derivative transactions |   | —                  |       | 12,000 |   |
| Change in  unrealized value of investments, net   |   | (12,000                 | )          | — |   |
|                                              |   |                    |       |   |   |
| Total  comprehensive loss                         |   | $                       | (1,592,000 | ) | $ | (434,000 | ) |
|                                              |   |                    |       |   |   |

 

NOTE D — FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

 

Effective November 1, 2000, the Company adopted SFAS No. 133 -“Accounting for Derivative Instruments and Hedging Activities” which requiresthat all derivative financial instruments, such as foreign exchange contracts,be recognized in the financial statements and measured at fair value regardlessof the purpose or intent for holding them. Changes in the fair value of derivative financial instruments are eitherrecognized periodically in income or shareholders’ equity (as a component ofother comprehensive income).

 

As part of the Company’s riskmanagement programs, the Company entered into forward exchange contracts duringfiscal 2000. The Company used forward exchange contracts to hedge against the currencyrisk associated with firmly committed Japanese Yen transactions.  In accordance with SFAS No. 133, the forwardexchange contracts were recognized as cash flow hedges at fair value with thegain or loss on the contracts being deferred in other comprehensive income.During fiscal 2001, the firmly committed Japanese yen transaction and theforward exchange contracts were settled. At January 31, 2002, the Company had no foreign exchange contractsoutstanding.

 

The Company does not engage in foreign currency speculation.

 

7

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Item 2

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS

 

Critical Accounting Policies and Estimates

 

Management’s discussion and analysis of its financial condition andresults of operations are based on the Company’s accompanying unauditedcondensed financial statements, which have been prepared in accordance withgenerally accepted accounting principles for interim financial information andwith the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.  Accordingly, they do not include all of theinformation required by generally accepted accounting principles for completefinancial statements.  In the opinion ofmanagement, all adjustments (consisting of normal recurring accruals)considered necessary for a fair presentation have been included.

 

The preparation of these financial statements requires management tomake certain estimates and assumptions that affect the reported amounts of assetsand liabilities as of the date of the financial statements and the reportedrevenues and expenses during the reporting period.  Management bases its estimates on historical experience andvarious other assumptions that are believed to be reasonable under thecircumstances, the results of which form the basis for making judgments aboutthe carrying values of assets and liabilities. Actual results could differ from these estimates.

 

Management believes the Company’s critical accounting policies andareas that require more significant judgments and estimates used in thepreparation of its consolidated financial statements to be:

 

·                  revenue recognition;

·                  estimating valuation allowances,specifically the allowance for doubtful accounts; and

·                  valuation and useful lives of long-livedand intangible assets.

 

The Company records sales revenue upon shipment to the customer as theterms are generally FOB shipping point and the Company has no significantremaining obligations.  The Company alsorecognizes revenue shipped to distributors upon shipment, as contracts withdistributors do not include any right of return and pricing is fixed at thetime of sale.  In certain cases,installation is performed by the Company and the related revenue is recognizedas the installation is completed.

 

Management estimates the allowance for doubtful accounts by analyzingaccounts receivable balances by age and considering specific factors about theindividual customer’s financial condition. When it is deemed probable that a customer account is uncollectible,that balance is added to the reserve. Actual results could differ from these estimates under differentassumptions.

 

8

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The Company reviews its long-lived assets for impairment wheneverevents or changes in circumstances indicate that the carrying amount of anasset may not be recoverable. Recoverability of assets to be held and used is measured by a comparisonof the carrying amount of an asset to undiscounted future net cash flowsexpected to be generated by the assets. If these assets are considered to beimpaired, the impairment to be recognized is measured by the amount by whichthe carrying amount of the assets exceeds the fair value of the assets.

 

 

Results of Operations

 

Net revenues decreased 66% to $1,656,000 for the three-month periodended January 31, 2002, compared to net revenues of $4,801,000 for the sameperiod in fiscal 2001.  Unit sales ofthe Company’s machine vision systems decreased to 49 for the first quarter offiscal 2002 versus 284 for the same period in fiscal 2001.  The decrease in the number of units soldduring the quarter is attributed to the economic slowdown in the Company’s coremarkets, primarily electronic component manufacturing.

 

Sales to customers outside the United States represented 39% of grossrevenues for the first three-months of fiscal 2002, compared to 53% for thesame period in fiscal 2001.

 

The Company’s visibility regarding revenue results for the next severalquarters is currently very limited. Several of the Company’s largest customers who drove record levels ofrevenues in first half of 2001 have substantially cut back capitalspending.  Thus, it is possible thatrevenues in the next three quarters of fiscal year 2002 will be substantiallybelow prior year periods.  This isprimarily a result of lower order levels reflective of a slowdown in capitalspending in the electronics manufacturing sector of the global economy.  While the Company has seen severalencouraging developments recently with respect to an increase in businessactivity and improvements in manufacturing related economic indicators, such asthe February ISM index, which management believes will translate into improvedoperating results in the quarters ahead, the timing and magnitude of theseimprovements is not precisely determinable.

 

Gross profit decreased 72% to $721,000 for the three-month period endedJanuary 31, 2002, compared to $2,562,000 for the same period in fiscal2001.  As a percentage of net revenues,the gross profit for the first quarter of fiscal 2002 decreased to 44% comparedto 53% in the same period in fiscal 2001. The decrease in gross profit in absolute dollars and on a percentagebasis for the three-month period ended January 31, 2002 is attributed to thedecrease in net revenues and the application of fixed manufacturing overheadexpenses across a lower volume of shipments.

 

9

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Sales and marketing expenses decreased 30% to $826,000 for the three-monthperiod ended January 31, 2002, compared to $1,181,000 for the same period infiscal 2001.  As a percentage of netrevenues, sales and marketing expenses increased to 50% for the first quarterof fiscal 2002 compared to 25% for the same period in fiscal 2001.  The large increase in expenses as apercentage of net revenues for the three-month period ended January 31, 2002 isattributed to the decrease in net revenues. Also contributing to this increase is the decrease in internationalrevenues which typically have a lower cost of selling resulting from theCompany’s use of international distributors. The Company expects sales and marketing expenses in absolute dollars tostay relatively the same during the second quarter of fiscal 2002 as acontinuing result of the cost reduction measures implemented in fiscal2001.  Additionally, any correspondingincrease or decline in sales and marketing expenditures beyond this currentexpectation will be driven by the level of net revenues achieved in fiscal2002.

 

General and administrative expenses decreased 34% to $413,000 for thethree-month period ended January 31, 2002, compared to $624,000 for the sameperiod in fiscal 2001.  As a percentageof net revenues, general and administrative expenses increased to 25% for thefirst quarter of fiscal 2002 versus 13% for the same period in fiscal2001.  The Company expects general andadministrative expenses to stay relatively the same during the second quarterof fiscal 2002 as a continuing result of the cost reduction measuresimplemented in fiscal 2001.

 

Research and development expenses decreased 13% to $1,093,000 for thethree-month period ended January 31, 2002, compared to $1,261,000 for the sameperiod in fiscal 2001.  As a percentageof net revenues, research and development expenses increased to 66% for thefirst quarter of fiscal 2002, compared to 26% for the first quarter of fiscal2001.

 

Interest income decreased 62% to $19,000 for the three-month periodended January 31, 2002, compared to $50,000 for the same period in fiscal2001.  The decrease in interest incomefor the first quarter of fiscal 2002 is related to a reduction in the balancesin cash and cash equivalents and investments.

 

The Company did not record an income tax benefit or expense for eitherof the first three-months ended January 31, 2002 or the three-month periodended January 31, 2001.

 

LIQUIDITY AND CAPITAL RESOURCES 

 

Due to its continuing losses, the Company has been using its existingcash and cash equivalents to fund the shortfall in cash generated from itsoperating activities.  The Companybelieves it will be necessary for it to raise additional funds to satisfy itsworking capital and capital resource needs in the near term and is currentlyevaluating several sources of financing. These sources include the possible sale of stock to existingshareholders, a broad based public stock offering and a private placement ofstock to individual or institutional investors.  The Company is also exploring customer and vendor financing,customer-sponsored research and development projects, and financial institutionand private borrowings.

 

10

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The Company believes that it will be able to raise sufficient fundsthrough these sources so that, taken together with the reduction in operatingcosts achieved from the Company’s 2001 cost-reduction measures, the Companywill be able to meet its working capital and capital resource obligationsthrough the next twelve months.   In theevent its current revenue expectations worsen, however, the Company may need toimplement further cost reduction measures.

As of January 31, 2002 , theCompany had no outstanding debt.

The Company leases facilities andequipment under non-cancelable operating lease agreements.  Minimum future rental payment obligationsare approximately $1.0 million annually.

Working capital decreased to$5,723,000 at January 31, 2002 from $7,044,000 at October 31, 2001.  The Company financed its operations duringthe first three months of fiscal 2002 through internally generated cash flowand existing cash and cash equivalents. Net cash used in operating activities during the first three months offiscal 2002 was $988,000.  Accountsreceivable decreased $602,000 primarily due to lower sequential net revenuesand strong collections realized during the first quarter of fiscal 2002.  Inventories increased $227,000 during thefirst three months of fiscal 2002 due to the purchase of inventory items withextended delivery lead times and purchase order commitments.  Accounts payable and accrued expensesincreased by $130,000.  The increase inaccounts payable and accrued expenses primarily results from the Company’sincrease in inventory which was received near the end of the first quarter offiscal 2002.

 

Net cash provided by investing activities was $425,000, primarily dueto the maturity of investments.  Duringthe first quarter ending January 31, 2002 fixed asset additions totaled $69,000in comparison with $158,000 in fixed asset additions realized for the sameperiod in fiscal 2001.  These fixedasset additions were primarily one-time purchases of computer equipment andsoftware for a specific new product development program.  Fixed asset additions in the second quarterof fiscal 2002 are expected to be at levels comparable with the first fiscal2002.

 

The Company incurred a net loss of$1,580,000 for the quarter ended January 31, 2002, and has an accumulateddeficit of $20,161,000 as of January 31, 2002. The Company expects to incur losses for the remainder of its currentfiscal year. There can be no assurance that the Company will not incuradditional losses for a longer period, will generate positive cash flow fromits operations, or that the Company will attain or thereafter sustainprofitability in any future period.  Tothe extent the Company continues to incur losses or grows in the future, itsoperating and investing activities may use cash and, consequently, such lossesor growth will require the Company to obtain additional sources of financing inthe future or to reduce operating expenses.

The Company does not haverelationships with unconsolidated entities or financial partnerships, such asentities often referred to as structured finance or special purpose entities,which would have been established for the purpose of facilitating off-balancesheet financial arrangements.  As such,the Company is not materially exposed to any financing, liquidity, market orcredit risk that could arise if we had engaged in such arrangements.

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FORWARD LOOKING STATEMENTS

 

This Form 10-Q contains forward-looking statements within the meaningof Section 27A of the Securities Act of 1933 and Section 21E of the SecuritiesExchange Act of 1934, including statements regarding the Company’sexpectations, beliefs, intentions or strategies regarding the future.  Forward-looking statements include, withoutlimitation, statements regarding the extent and timing of future revenues andexpenses and customer demand.  Thesestatements include, but are not limited to, changes in worldwide generaleconomic conditions, cyclicality of capital spending by customers, PPT VISION’sability to keep pace with technological developments and evolving industrystandards, worldwide competition, PPT VISION’s ability to protect its existingintellectual property from challenges from third parties, and PPT VISION’sability to obtain additional debt or equity financing to strengthen itsfinancial position and other factors.

 

All forward-looking statements included in this document are based oninformation available to the Company as of the date hereof, and the Companyassumes no obligation to update any such forward-looking statements.  It is important to note that the Company’sactual results could differ materially from those in such forward-lookingstatements.  The forward-lookingstatements of the Company are subject to risks and uncertainties.  Some of the factors that could cause futureresults to materially differ from the Company’s recent results or thoseprojected in the forward-looking statements are detailed in our Annual Reporton Form 10-K for the year ended October 31, 2001, filed with the SEC.

 

Item 3:                    QUANTITATIVEAND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

The Company believes it does not have material exposure to quantitativeand qualitative market risks.  Thecarrying amounts reflected in the balance sheets of cash and cash equivalents,trade receivables and trade payables approximate fair value at January 31, 2002due to the short maturities of these instruments. 

 

PART II.                OtherInformation

 

Item 1:                    LEGALPROCEEDINGS

                                None.

 

Item 2:                    CHANGESIN SECURITIES AND USE OF PROCEEDS

                                None.

 

 

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Item 3:                    DEFAULTSUPON SENIOR SECURITIES

                                NotApplicable

 

 

Item 4:                    SUBMISSIONOF MATTERS TO A VOTE OF SECURITY HOLDERS

                                None.

 

 

Item 5:                    OTHERINFORMATION

                                None.

 

Item 6:                    EXHIBITSAND REPORTS ON FORM 8-K

 

                                (a)           Exhibits:

                                                None.

 

                                (b)           Reports on Form 8-K

                                                None.

 

 

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 theundersigned thereunto duly authorized.

 

 

|                 |   | PPT VISION, INC.                             |
|----------------------|--------|----------------------------------------------|
|                 |   |                                         |
| Date: March 11, 2002 |   |                                         |
|                 |   |                                         |
|                 |   | /s/Joseph C. Christenson                     |
|                 |   | Joseph C. Christenson                        |
|                 |   | President                                    |
|                 |   | (principal financial and accounting officer) |
|                 |   |                                         |

 

 

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