Ultralife Batteries, Inc. 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2007
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Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from
Commission file number 0-20852
ULTRALIFE BATTERIES, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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16-1387013 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.) |
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| 2000 Technology Parkway, Newark, New York
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14513 |
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| (Address of principal executive offices)
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(Zip Code) |
| Registrant’s telephone number, including area code: (315) 332-7100
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
Common Stock, par value $0.10 per share
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Name of each exchange on which registered
The Nasdaq Stock Market, LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the Registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act. Yes
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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
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K þ
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Act).
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Accelerated filer þ
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Non-accelerated filer o
(Do not check if a smaller reporting company |
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Smaller Reporting Company o |
Indicate by check mark whether the Registrant is a shell company (as defined by Rule 12b-2 of
the Exchange Act). Yes No þ
On June 30, 2007, the aggregate market value of the Common Stock of Ultralife Batteries, Inc.
held by non-affiliates of the Registrant was approximately $109,000,000 (in whole dollars) based
upon the closing price for such Common Stock as reported on the NASDAQ National Market System on
June 29, 2007.
As of March 1, 2008, the Registrant had 17,318,682 shares of Common Stock outstanding, net of
728,690 treasury shares.
DOCUMENTS INCORPORATED BY REFERENCE
Part III Ultralife Batteries, Inc. Proxy Statement — Certain portions of the Registrant’s
Definitive Proxy Statement relating to the June 5, 2008 Annual Meeting of Shareholders are
specifically incorporated by reference in Part III, Items 10-14 herein, except for the equity plan
information required by Item 12 as set forth therein.
PART I
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for
forward-looking statements. This report contains certain forward-looking statements and
information that are based on the beliefs of management as well as assumptions made by and
information currently available to management. The statements contained in this report relating to
matters that are not historical facts are forward-looking statements that involve risks and
uncertainties, including, but not limited to, future demand for our products and services,
addressing the process of U.S. military procurement, the successful commercialization of our
products, general economic conditions, government and environmental regulation, finalization of
non-bid government contracts, competition and customer strategies, technological innovations in the
non-rechargeable and rechargeable battery industries, changes in our business strategy or
development plans, capital deployment, business disruptions, including those caused by fires, raw
materials supplies, environmental regulations, and other risks and uncertainties, certain of which
are beyond our control. Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may differ materially from those
forward-looking statements described herein as anticipated, believed, estimated or expected or
words of similar import. See Risk Factors in Item 1A of this report.
As used in this report, unless otherwise indicated, the terms “we”, “our” and “us” refer to
Ultralife Batteries, Inc. and include our wholly-owned subsidiaries, Ultralife Batteries (UK) Ltd.,
McDowell Research Co., Inc., ABLE New Energy Co., Limited and its wholly-owned subsidiary ABLE New
Energy Co., Ltd, RedBlack Communications, Inc. (formerly Innovative Solutions Consulting, Inc.),
Stationary Power Services, Inc. and Reserve Power Systems, Inc.
Dollar amounts throughout this Form 10-K Annual Report are presented in thousands of dollars,
except for per share amounts.
ITEM 1. BUSINESS
General
We offer products and services ranging from portable and standby power solutions to
communications and electronics systems. Through our engineering and collaborative approach to
problem solving, we serve government, defense and commercial customers across the globe. We
design, manufacture, install and maintain power and communications systems including: portable and
standby power systems, communications and electronics systems and accessories, and custom
engineered systems, solutions and services.
We sell our products worldwide through a variety of trade channels, including original
equipment manufacturers (“OEMs”), industrial and retail distributors, national retailers and
directly to U.S. and international defense departments. We enjoy strong name recognition in our
markets under our Ultralife® Batteries, McDowell Research®,
RedBlackTM Communications, Stationary Power ServicesTM, Reserve Power Systems
and ABLETM brands. We have sales, operations and product development facilities in North
America, Europe and Asia.
We report our results in four operating segments: Non-Rechargeable Products, Rechargeable
Products, Communications Systems (formerly named Communications Accessories) and Design and
Installation Services (formerly named Technology Contracts). The Non-Rechargeable Products segment
includes: lithium 9-volt, cylindrical and various other non-rechargeable batteries, including
seawater-activated batteries. The Rechargeable Products segment includes: rechargeable batteries,
charging systems, uninterruptable power supplies and accessories, such as cables. The
Communications Systems segment includes: power supplies, cable and connector assemblies, RF
amplifiers, amplified speakers, equipment mounts, case equipment and integrated communication
system kits. The Design and Installation Services segment includes: standby power and
communications and electronics systems design, installation and maintenance activities and revenues
and related costs associated with various development contracts. We look at our segment performance at the gross margin level, and we do not
allocate research and development or selling, general and administrative costs against the
segments. All other items that do not specifically relate to these four segments and are not
considered in the performance of the segments are considered to be Corporate charges. (See Note 10
in the Notes to Consolidated Financial Statements.)
We continually evaluate various ways to grow, including opportunities to expand through
mergers, acquisitions and business partnerships. On May 19, 2006, we acquired 100% of the equity
securities of ABLE New Energy Co., Ltd. (“ABLE”), an established manufacturer of lithium batteries
located in Shenzhen, China. The total consideration for the acquisition was a combination of cash
and equity. The initial cash portion of the purchase price was $1,896 (net of $104 in cash
acquired), with an additional $500 cash payment contingent on the achievement of certain
performance milestones,
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payable in separate $250 increments, when cumulative ABLE revenues from the
date of acquisition attain $5,000 and $10,000, respectively. In August 2007, the $5,000 cumulative
revenues milestone was attained, and as such, we have recorded the first $250 contingent cash
payment. The equity portion of the purchase price consisted of 96,247 shares of our common stock
valued at $1,000, and 100,000 stock warrants valued at $526, for a total equity consideration of
$1,526. (See Note 2 in the Notes to Consolidated Financial Statements for additional information.)
On July 3, 2006, we finalized the acquisition of substantially all the assets of McDowell
Research, Ltd. (“McDowell”), a manufacturer of military communications accessories located in Waco,
Texas. Under the terms of the acquisition agreement, the purchase price of approximately $25,000
consisted of $5,000 in cash and a $20,000 non-transferable, subordinated convertible promissory
note to be held by the sellers. In addition, the purchase price was subject to a post-closing
adjustment based on a final valuation of trade accounts receivable, inventory and trade accounts
payable that were acquired or assumed on the date of the closing, using a base value of $3,000.
The final net value of these assets, under our contractual obligation under the acquisition
agreement, was $6,389, resulting in a revised purchase price of approximately $28,448. On November
16, 2007, we finalized a settlement agreement with the sellers of McDowell, which resolved various
operational issues that arose during the first several months following the acquisition that
significantly reduced our profit margins. The settlement agreement reduced the overall purchase
price by approximately $7,900, by reducing the principal amount on the convertible note from
$20,000 to $14,000, and eliminating a $1,889 liability related to the Purchase Price Adjustment
formula. In addition, the interest rate on the convertible notes was increased from 4% to 5% and
we made prepayments totaling $3,500 on the convertible notes. In January 2008, the convertible
notes were converted in full into 700,000 shares of our common stock. (See Note 2 in the Notes to
Consolidated Financial Statements for additional information.)
On September 28, 2007, we finalized the acquisition of all of the issued and outstanding
shares of common stock of Innovative Solutions Consulting, Inc. (“ISC”), a provider of a full range
of engineering and technical services for communication electronic systems to government agencies
and prime contractors located in Hollywood, Maryland. In January 2008, we renamed ISC to RedBlack
Communications, Inc. (“RedBlack”). The initial cash purchase price was $943 (net of $57 in cash
acquired), with up to $2,000 in additional cash consideration contingent on the achievement of
certain sales milestones. The additional cash consideration is payable in up to three annual
payments and subject to possible adjustments as set forth in the stock purchase agreement. (See
Note 2 in the Notes to Consolidated Financial Statements for additional information.)
On November 16, 2007, we completed the acquisition of all of the issued and outstanding shares
of common stock of Stationary Power Services, Inc. (“SPS”), an infrastructure power management
services firm specializing in engineering, installation and preventative maintenance of standby
power systems, uninterruptible power supply systems, DC power systems and switchgear/control
systems for the telecommunications, aerospace, banking and information services industries located
in Clearwater, Florida. Under the terms of the stock purchase agreement, the initial purchase price
of $10,000 consisted of $5,889 (net of $111 in cash acquired) in cash and a $4,000 subordinated
convertible promissory note to be held by the seller. In addition, on the achievement of certain
post-acquisition sales milestones, we will issue up to an aggregate amount of 100,000 shares of our
common stock. (See Note 2 in the Notes to Consolidated Financial Statements for additional
information.)
On November 16, 2007, we completed the acquisition of all of the issued and outstanding shares
of common stock of Reserve Power Systems, Inc. (“RPS”), an affiliate of SPS, and a supplier of lead
acid batteries primarily for use by SPS in the design and installation of standby power systems.
Under the terms of the stock purchase agreement, the initial purchase price consisted of 100,000
shares of our common stock, valued at $1,383. In addition, on the achievement of certain
post-acquisition sales milestones, we will pay the sellers, in cash, 5% of sales up to the sales in
the operating plan, and 10% of sales that exceed the sales in the operating plan, for the remainder
of the calendar year 2007 and for calendar years 2008, 2009 and 2010. The additional contingent
cash consideration is payable in annual installments, and excludes sales made to SPS, which
historically have comprised substantially all of RPS’s sales. (See Note 2 in the Notes to
Consolidated Financial Statements for additional information.)
Our website address is www.ultralifebatteries.com. We make available free of charge via a
hyperlink on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and any amendments to those reports as soon as reasonably practicable after
such material is electronically filed with or furnished to the Securities and Exchange Commission
(“SEC”). We will provide copies of these reports upon written request to the attention of Peter F.
Comerford, Secretary, Ultralife Batteries, Inc., 2000 Technology Parkway, Newark, New York, 14513.
Our filings with the SEC are also available through the SEC website at www.sec.gov or at the SEC
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 or by calling 1-800-SEC-0330.
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Non-Rechargeable Products
We manufacture and/or market a family of lithium-manganese dioxide (Li-MnO2)
non-rechargeable batteries including 9-volt, HiRateÒ cylindrical, and Thin
CellÒ, in addition to magnesium silver-chloride seawater-activated batteries, and
other chemistries and form factors. We also manufacture and market a family of lithium-thionyl
chloride (Li-SOCl2) non-rechargeable batteries produced by our ABLE operating unit.
Applications for our 9-volt batteries include: smoke alarms, wireless security systems and
intensive care monitors, among many other devices. Our HiRate and Thin Cell lithium
non-rechargeable batteries are sold primarily to the military and to OEMs in industrial markets for
use in a variety of applications including radios, automotive telematics, emergency radio beacons,
search and rescue transponders, pipeline inspection gauges, portable medical devices and other
specialty instruments and applications. Military applications for our non-rechargeable HiRate
batteries include: man-pack and survival radios, night vision goggles, targeting devices, chemical
agent monitors and thermal imaging equipment. Our lithium-thionyl chloride batteries, sold under
our ABLE brand as well as various private label brands, can be used in a wide variety of
applications including utility meters, security devices, electronic meters, automotive electronics
and geothermal devices. We also manufacture seawater-activated batteries for specialty marine
applications. We believe that the chemistry of lithium batteries provides significant advantages
over other currently available non-rechargeable battery technologies. These advantages include:
lighter weight, longer operating time, longer shelf life, and a wider operating temperature range.
Our non-rechargeable batteries also have relatively flat voltage profiles, which provide stable
power. Conventional non-rechargeable batteries, such as alkaline batteries, have sloping voltage
profiles that result in decreasing power output during discharge. While the price for our lithium
batteries is generally higher than alkaline batteries, the increased energy per unit of weight and
volume of our lithium batteries allow longer operating times and less frequent battery replacements
for our targeted applications.
Revenues for this segment for the year ended December 31, 2007 were $80,262 and segment
contribution was $17,747.
Rechargeable Products
We believe that our range of lithium ion and lithium polymer rechargeable batteries and
chargers offer substantial benefits, including the ability to design and produce lightweight
batteries in a variety of custom sizes, shapes, and thickness. We market lithium ion and lithium
polymer rechargeable batteries comprised of cells manufactured by qualified cell manufacturers.
Our rechargeable products can be used in a wide variety of applications including communications,
medical and other portable electronic devices. The chemistry of lithium ion and lithium polymer
batteries provides significant advantages over other currently available rechargeable batteries.
These advantages include lighter weight, longer operating time, longer time between charges and a
wider operating temperature range. Conventional rechargeable batteries, nickel metal hydride and
nickel cadmium, are heavier, have lower energy and require more frequent charging. Additionally,
we offer lead-acid batteries and uninterruptable power supplies for the standby power market.
Products include standby batteries and uninterruptable power supplies for use in
telecommunications, banking, aerospace and information services industries.
Revenues for this segment for the year ended December 31, 2007 were $16,756 and segment
contribution was $3,578.
Communications Systems
In 2006, as a result of the acquisition of McDowell, we formed a new segment, Communications
Accessories, which was renamed Communications Systems in 2007. We design and manufacture a line of
power solutions and accessories to support military communications systems including power
supplies, power cables, connector assemblies, RF amplifiers, amplified speakers, equipment mounts,
case equipment and integrated communication systems. Products include field deployable systems,
which operate from wide-ranging AC and DC sources using a basic building block approach, allowing
for a quick response to specialized applications. All systems are packaged to meet specific
customer needs in rugged enclosures to allow their use in severe environments. We market these products to all branches of the U.S.
military, approved foreign defense organizations, and U.S. and international prime defense
contractors.
Revenues for this segment in the year ended December 31, 2007 were $37,140 and segment
contribution was $6,693.
Design and Installation Services
In the fourth quarter of 2007, as a result of the acquisitions of RedBlack and SPS, we renamed
our Technology Contracts segment to Design and Installation Services. These services include the
design, installation, integration and maintenance of both communications electronics and standby
power systems. We also seek to fund part of our efforts to
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identify and develop new applications for our products and to advance our technologies through contracts with both government agencies
and third parties. We have been successful in obtaining awards for such programs for both
rechargeable and non-rechargeable battery technologies.
Revenues for this segment in the year ended December 31, 2007 were $3,438 and segment
contribution was $756. We continue to obtain contracts that are in parallel with our efforts to
ultimately commercialize products that we develop. Revenues in this segment may vary widely each
year, depending upon the quantity and size of contracts obtained.
Corporate
We allocate revenues and cost of sales across the above business segments. The balance of
income and expense, including but not limited to research and development expenses, and selling,
general and administrative expenses, are reported as Corporate expenses.
There were no revenues for this category in the year ended December 31, 2007 and corporate
contribution was a loss of $28,973.
See Management’s Discussion and Analysis of Financial Condition and Results of Operations and
the 2007 Consolidated Financial Statements and Notes thereto for additional information. For
information relating to total assets by segment and revenues for the last three years by segment,
see Note 10 in the Notes to Consolidated Financial Statements.
History
We were formed as a Delaware corporation in December 1990. In March 1991, we acquired certain
technology and assets from Eastman Kodak Company (“Kodak”) relating to its 9-volt lithium-manganese
dioxide non-rechargeable battery. In December 1992, we completed our initial public offering and
became listed on NASDAQ. In June 1994, we formed a subsidiary, Ultralife Batteries (UK) Ltd.
(“Ultralife UK”), which acquired certain assets of the Dowty Group PLC (“Dowty”) and provided us
with a presence in Europe. In May 2006, we acquired ABLE, an established manufacturer of lithium
batteries located in Shenzhen, China, which broadened our product offering and provided additional
exposure to new markets. In July 2006, we finalized the acquisition of substantially all the
assets of McDowell, a manufacturer of military communications accessories formerly located in Waco,
Texas, which enhanced our channels into the military communications area and strengthened our
presence in global military markets. In September 2007, we acquired ISC, located in Hollywood,
Maryland, which we renamed RedBlack in January 2008, an engineering and technical services firm
specializing in the design, integration, and fielding of mobile, modular, and fixed-site
communication and electronic systems. The acquisition provided a natural extension to our
communications systems business and opened another channel of distribution for our broad portfolio
of communications systems, accessories and portable power products. In November 2007, we acquired
SPS and RPS, affiliated companies both located in Clearwater, Florida. SPS is an infrastructure
power management services firm specializing in the engineering, installation and preventive
maintenance of standby power systems, uninterrupted power supply systems, DC power systems and
switchgear/control systems for the telecommunications, aerospace, banking and
information services industries. RPS supplies lead acid batteries for use in the design and
installation of standby power systems. The SPS acquisition furthered our transformation to a
value-added power solutions, accessories and engineering services company serving a broad spectrum
of government, defense and commercial markets.
Products, Services and Technology
Non-Rechargeable Products
A non-rechargeable battery is used until discharged and then discarded. The principal
competing non-rechargeable battery technologies are carbon-zinc, alkaline and lithium. We
manufacture a range of non-rechargeable battery products based on lithium-manganese dioxide,
lithium-thionyl chloride and magnesium-silver chloride technologies.
Our non-rechargeable battery products are based predominantly on lithium-manganese dioxide and
lithium-thionyl chloride technologies. Our only non-lithium-based non-rechargeable product is our
magnesium-silver chloride battery, also known as a seawater-activated battery. We believe that the
chemistry of lithium batteries provides significant advantages over currently available
non-rechargeable battery technologies, which include: lighter weight, longer operating time, longer
shelf life, and a wider operating temperature range. Our non-rechargeable batteries also have
relatively flat voltage profiles, which provide stable power. Conventional non-rechargeable
batteries, such as alkaline batteries, have sloping voltage profiles that result in decreasing
power outage during discharge. While the prices for our lithium batteries
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are generally higher than commercially available alkaline batteries produced by others, we believe that the increased
energy per unit of weight and volume of our batteries will allow longer operating time and less
frequent battery replacements for our targeted applications. As a result, we believe that our
non-rechargeable batteries are price competitive with other battery technologies on a price per
watt-hour basis.
Our non-rechargeable products include the following product configurations:
9-Volt Lithium Battery. Our 9-volt lithium battery delivers a unique combination of high
energy and stable voltage, which results in a longer operating life for the battery and,
accordingly, fewer battery replacements. While our 9-volt battery price is generally higher than
conventional 9-volt carbon-zinc and alkaline batteries, we believe the enhanced operating
performance and decreased costs associated with battery replacement make our 9-volt battery more
cost effective than conventional batteries on a cost per watt-hour basis when used in a variety of
applications.
We market our 9-volt lithium batteries to OEM, distributor and retail markets including
industrial electronics, safety and security, medical and music/audio. Significant applications
include: smoke alarms, wireless alarm systems, bone growth stimulators, telemetry devices, blood
analyzers, ambulatory infusion pumps, parking meters, wireless audio devices and guitar pickups. A
significant portion of the sales of our 9-volt battery is to major U.S. and international smoke
alarm OEMs for use in their long-life smoke alarms. We also manufacture our 9-volt lithium battery
under private label for a variety of U.S. and international companies. Additionally, we sell our
9-volt battery to the broader consumer market through national and regional retail chains and
Internet retailers.
We believe that we manufacture the only standard size 9-volt battery warranted to last 10
years when used in ionization-type smoke alarms. Although designs exist using other battery
configurations, such as three 2/3 A or 1/2 AA-type battery cells, we believe that our 9-volt
solution is superior to these alternatives. Our current 9-volt battery manufacturing capacity is
adequate to meet forecasted customer demand.
Cylindrical Batteries. Featuring high energy, wide temperature range, long shelf life and
operating life, our cylindrical cells and batteries, based on both lithium-manganese dioxide and
lithium-thionyl chloride technologies, represent some of the most advanced lithium power sources
currently available. We market a wide range of cylindrical non-rechargeable lithium cells and
batteries in various sizes under both the HiRate and ABLE brands, which include: D, C, 5/4 C, 1/2 AA, 2/3 A and other sizes,
which are sold individually as well as packaged into multi-cell battery packs, including our
leading BA-5390 military battery, which is an alternative to the Li-SO2 BA-5590 battery,
which is the most widely used battery in the U.S. armed forces for portable applications and is
manufactured and sold by our competitors. Our BA-5390 battery provides 50% to 100% more energy
(mission time) than the BA-5590, and it is used in approximately 60 military applications.
We market our line of lithium cells and batteries to the OEM market for commercial, military,
medical, automotive, asset tracking and search and rescue applications, among others. Significant
commercial applications include pipeline inspection equipment, autoreclosers and oceanographic
devices. Asset tracking applications include RFID (Radio Frequency Identification) systems. Among
the military uses are manpack radios, night vision goggles, chemical agent monitors, and thermal
imaging equipment. Medical applications include: AED’s (Automated External Defibrillators),
infusion pumps and telemetry systems. Automotive applications include: telematics, tire-pressure
monitoring and engine electronics systems. Search and rescue applications include: ELT’s
(Emergency Locator Transmitters) for aircraft and EPIRB’s (Emergency Position Indicating Radio
Beacons) for ships.
Thin Cell Batteries. We manufacture a range of thin lithium-manganese dioxide batteries under
the Thin Cell brand. Thin Cell batteries are flat, lightweight batteries providing a unique
combination of high energy, long shelf life, wide operating temperature range and light weight.
With their thin prismatic form and a high ratio of active materials to packaging, Thin Cell
batteries can efficiently fill most battery cavities. We are currently marketing these batteries to
OEMs for applications such as wearable medical devices, theft detection systems, and RFID devices.
Seawater-Activated Batteries. We produce a variety of seawater-activated batteries based on
magnesium-silver chloride technology. Seawater-activated batteries are custom designed and
manufactured to end user specifications. The batteries, which can be stored almost indefinitely,
are activated when placed in salt water, which acts as the electrolyte allowing current to flow. We
market seawater-activated batteries to naval and specialty OEMs for applications including
sonobuoys, underwater defense systems, air-sea rescue equipment, airborne surveillance drones and
meteorological radiosondes.
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Rechargeable Products
In contrast to non-rechargeable batteries, after a rechargeable battery is discharged, it can
be recharged and reused many times. Generally, discharge and recharge cycles can be repeated
hundreds of times in rechargeable batteries, but the achievable number of cycles (cycle life)
varies among technologies and is an important competitive factor. All rechargeable batteries
experience a small, but measurable, loss in energy with each cycle. The industry commonly reports
cycle life in the number of cycles a battery can achieve until 80% of the battery’s initial energy
capacity remains. In the rechargeable battery market, the principal competing technologies are
nickel-cadmium, nickel-metal hydride, lithium-ion and lithium-polymer-based batteries.
Rechargeable batteries can be used in many applications, such as military radios, laptop computers,
mobile telephones, portable medical devices, wearable devices and many other commercial, military
and consumer products.
Three important parameters for describing the performance characteristics of a rechargeable
battery suited for today’s portable electronic devices are design flexibility, energy density and
cycle life. Design flexibility refers to the ability of rechargeable batteries to be designed to
fit a variety of shapes and sizes of battery compartments. Thin profile batteries with prismatic
geometry provide the design flexibility to fit the battery compartments of today’s electronic
devices. Energy density refers to the total electrical energy per unit volume stored in a battery.
High energy density batteries generally are longer lasting power sources providing longer operating
time and necessitating fewer battery recharges. Lithium batteries, by the nature of their
electrochemical properties, are capable of providing higher energy density than comparably sized
batteries that utilize other chemistries and, therefore, tend to consume less volume and weight for
a given energy content. Long cycle life is a preferred feature of a rechargeable battery because
it allows the user to charge and recharge many times before noticing a difference in performance.
Energy density refers to the total amount of electrical energy stored in a battery divided by
the battery’s weight and volume as measured in watt-hours per kilogram and watt-hours per liter,
respectively. High energy density and long achievable cycle life are important characteristics for
comparing rechargeable battery technologies. Greater energy density will permit the use of
batteries of a given weight or volume for a longer time period. Accordingly, greater energy
density will enable the use of smaller and lighter batteries with energy comparable to those
currently marketed. Long achievable cycle life, particularly in combination with high energy
density, is suitable for applications requiring frequent battery recharges, such as cellular
telephones and portable computers.
Lithium Ion and Lithium Polymer Cells and Batteries. We offer a variety of lithium ion and lithium
polymer cells and batteries. Additionally, we offer battery packs made from single and multiple
lithium ion and lithium polymer cells. These products can be used in a wide variety of
applications including communications, medical and other portable electronic devices.
Lead-Acid Batteries. We offer a variety of lead-acid batteries primarily for use in the
design and installation of standby power systems. These products include standby batteries and
uninterruptable power supplies for use in telecommunications, banking, aerospace and information
services industries.
Battery Charging Systems and Accessories. To provide our customers with complete power system
solutions, we offer a wide range of rugged military and commercial battery charging systems and
accessories including smart chargers, multi-bay charging systems and a variety of cables.
Communications Systems
Our McDowell unit designs and manufactures power solutions and accessories to support military
communications systems including power supplies, RF amplifiers, battery chargers, amplified
speakers, equipment mounts, case equipment and integrated communication systems. We specialize in
field deployable power systems, which operate from wide-ranging AC and DC sources using a basic
building block approach, allowing for a quick response to specialized applications. We package all
systems to meet specific customer needs in rugged enclosures to allow their use in severe
environments.
We offer a wide range of military communications accessories designed to enhance and extend
the operation of communications equipment such as vehicle-mounted, manpack and handheld
transceivers. Our communications accessories include the following product configurations:
Integrated Systems. Our integrated systems include: SATCOM on the Move (SOTM); ruggedized
deployable case systems; multiband transceiver kits and HF transceiver kits; briefcase power
systems; dual transceiver cases; enroute communications cases; four radio cases; and tactical
repeater systems. These systems give communications operators everything that is needed to provide
reliable links to support C4I (Command, Control, Communications, Computers and Information
systems).
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Power Systems. Our power systems include: universal AC/DC power supplies with battery backup
for tactical manpack and handheld transceivers; Rover III power supplies; interoperable power
adapters and chargers; portable power systems; tactical combat and AC to DC power supplies for
encryption units, among many others. We can provide power supplies for virtually all tactical
communications devices.
RF Amplifiers. Our RF amplifiers include: 20 and 100-watt multiband (30 — 512 MHz) and 50 watt
VHF RF (30 — 90 MHz) amplifiers. These amplifiers are used to extend the range of manpack and
handheld tactical transceivers and can be used on mobile or fixed site applications.
Design and Installation Services
Our design and installation services focus on standby power system design, installation and
maintenance, integrating communications equipment and power systems for maximum mobility and
optimum customer utility. These include equipment installations in commercial, military and law
enforcement application, including vehicles for satellite communications, engineering services,
upgrading current fleet vehicles and integrated logistics and project management support.
Communications and Electronics. Our communications and electronics services include the
design, integration, fielding and life cycle management of portable, mobile and fixed-site
communications systems. Capabilities include engineering, rapid prototyping, systems integration
and logistics support.
Standby Power. Our standby power services provide mission critical solutions to a broad range
of applications in the telecommunications, aerospace, banking and information services industries
involving the installation and preventive maintenance of standby power systems, uninterrupted power
supply systems, DC power systems and switchgear/control systems.
Technology Contracts. Our technology contract activities involve the development of new
products or the advancement of existing products through contracts with both government agencies
and third parties.
Sales and Marketing
We employ a staff of sales and marketing personnel in North America, Europe and Asia. We sell
our current products and services directly to commercial customers, including OEMs, as well as
government and defense agencies in the U.S. and abroad and have contractual arrangements with sales
agents who market our products on a commission basis in particular areas. While OEM agreements and
contracts contain volume-based pricing based on expected volumes, industry practices dictate that
pricing is rarely adjusted retroactively when contract volumes are not achieved. Every effort is
made to adjust future prices accordingly, but the ability to adjust prices is generally based on
market conditions.
We also distribute our products through domestic and international distributors and retailers.
Our sales are generated primarily from customer purchase orders. We have several long-term
contracts with the U.S. government and companies within the automotive industry. These contracts do
not commit the customers to specific purchase volumes, nor to specific timing of purchase order
releases, and they include fixed price agreements over various periods of time. We do not believe
our sales are seasonal.
In 2007, sales to U.S. and non-U.S. customers were approximately $79,300 and $58,300, respectively. (See
Note 10 in the Notes to Consolidated Financial Statements.)
Non-Rechargeable Products
We have targeted sales of our non-rechargeable products to manufacturers of security and
safety equipment, automotive telematics, medical devices, search and rescue equipment, specialty
instruments, point of sale equipment and metering applications, as well as users of military
equipment. Our strategy is to develop sales and marketing alliances with OEMs and governmental
agencies that utilize our batteries in their products, commit to cooperative research and
development or marketing programs, and recommend our products for design-in or replacement use in
their products. We are addressing these markets through direct contact by our sales and technical
personnel, use of sales agents and stocking distributors, manufacturing under private label and
promotional activities.
We seek to capture a significant market share for our products within our targeted OEM
markets, which we believe, if successful, will result in increased product awareness and sales at
the end-user or consumer level. We are also selling our 9-volt battery to the consumer market
through retail distribution. Most military procurements are done directly by the specific
government organizations requiring products, based on a competitive bidding process. For those
military
9
procurements that are not bid, the procurements are typically subject to an audit of the
product’s underlying cost structure and associated profitability. Additionally, we are typically
required to successfully meet contractual specifications and to pass various qualification testing
for the products under contract by the military. An inability by us to pass these tests in a
timely fashion could have a material adverse effect on our business, financial condition and
results of operations. When a government contract is awarded, there is a government procedure that
allows for unsuccessful companies to formally protest the award if they believe they were unjustly
treated in the government’s bid evaluation process. A prolonged delay in the resolution of a protest, or a
reversal of an award resulting from such a protest could have a material adverse effect on our
business, financial condition and results of operations.
During 2007, we had three major customers for our military products, the U.S. Department of
Defense, the U.K. Ministry of Defence and Raytheon Company. Direct sales to the U.S. Department
of Defense comprised approximately 14% of our revenue in 2007, 20% in 2006, and 25% in 2005.
Direct sales to the U.K. Ministry of Defence comprised approximately 12% of our revenue in 2007, 7%
in 2006, and 6% in 2005. Direct sales to Raytheon Company comprised approximately 13% of our
revenue in 2007, 3% in 2006, and 1% in 2005. We believe that the loss of these customers could
have a material adverse effect on us. We believe that we have a good relationship with these
customers.
We have been successfully marketing our products to military organizations in the U.S. and
other countries. These efforts have resulted in us winning significant contracts. For example, in
December 2004, we were awarded 100% of the Next Gen II Phase IV battery production contracts by the
U.S. Defense Department to provide five types of non-rechargeable lithium-manganese dioxide
batteries to the U.S. Army. Combined, these batteries comprise what is called the Rectangular
Lithium Manganese Dioxide Battery Group. The government awarded 60 percent to our U.S. operation
and 40 percent to our U.K operation. The contract provides for order releases over a five-year
period with a maximum potential value of up to $286,000. In January 2005, a competitor of ours
filed a protest with the U.S. government of our award of the Next Gen II Phase IV contract with the
U.S. military, and in April 2005 the protest was denied by the government, allowing us to proceed
with the qualification process for the batteries under this contract. In January 2006, our
BA-5390A battery with State of Charge Indicator, one of the five battery types under this contract,
passed the qualification process, allowing for future orders of this approved battery. Ultimate
orders under this contract are dependent upon the demand for these batteries by end users and
inventory stocking strategies, among other things. Through December 31, 2007, we have received
orders for deliveries under this contract totaling $15,900. In February 2005, we were awarded a
five-year production contract by the U.S. Defense Department, with a maximum total potential of
$15,000, to provide our BA-5347/U non-rechargeable lithium-manganese dioxide batteries to the U.S.
military. The contract value represented 60 percent of a small business set-aside award. In March
2005, a competitor contested this award and in August 2005, the competitor’s protest was denied.
Production deliveries began in the first quarter of 2006.
At December 31, 2007 and 2006, our backlog of non-rechargeable products was approximately
$15,300 and $15,700, respectively. The majority of the 2007 backlog was related to orders that are
expected to ship throughout 2008.
Rechargeable Products
We have targeted sales of our rechargeable batteries and charging systems through OEM
customers, as well as distributors and resellers focused on our target markets. We seek design wins
with OEMs, and believe that our design capabilities, product characteristics and solution
integration will drive OEMs to incorporate our batteries into their product offerings, resulting in
revenue growth opportunities for us.
We continue to expand our marketing activities as part of our strategic plan to increase sales
of our rechargeable products for commercial, military and communications applications, as well as
hand-held devices, wearable devices and other electronic portable equipment. A key part of this
expansion includes increasing our design and assembly capabilities as well as building our network
of distributors and value added distributors throughout the world.
At December 31, 2007 and 2006, our backlog related to rechargeable products was approximately
$7,500 and $5,900, respectively. The majority of the 2007 backlog was related to orders that are
expected to ship throughout 2008.
Communications Systems
We have targeted sales of our communications systems, which include power solutions and
accessories to support military communications systems such as battery chargers, power supplies,
power cables, connector assemblies, RF amplifiers, amplified speakers, equipment mounts, case
equipment and integrated communication systems, to military OEMs and military organizations
including the U.S. Department of Defense. We sell our products directly and through authorized
distributors to OEMs and to military organizations in the U.S. and internationally.
10
We have been successfully marketing our products to military organizations and OEMs in the
U.S. and internationally. These efforts have recently resulted in a number of significant
contracts for us. For example, in September 2007, we were awarded a $24,000 contract from Raytheon
Company to produce and supply SATCOM-On-The-Move (SOTM) satellite communications systems for
installation on Mine Resistant Ambush Protected (MRAP) armored vehicles. In December 2007, we
received orders valued at $62,000 and $40,000, respectively, from a U.S. defense contractor to
supply advanced communications systems.
At December 31, 2007 and 2006, our backlog related to communications systems orders was
approximately $115,500 and $12,800, respectively. The majority of the 2007 backlog was related to
orders that are expected to ship throughout 2008.
Design and Installation Services
We continue to expand our sales and marketing activities to increase sales of our design and
installation services for communications electronics systems and standby power applications. We
provide our services directly to military organizations, government agencies and commercial
customers.
At December 31, 2007 and 2006, our backlog related to design and installation services was
approximately $3,600 and $-0-, respectively. The majority of the 2007 backlog was related to
services that are expected to be performed throughout 2008.
Patents, Trade Secrets and Trademarks
We rely on licenses of technology as well as our patented and unpatented proprietary
information, know-how and trade secrets to maintain and develop our commercial position. Although
we seek to protect our proprietary information, there can be no assurance that others will not
either develop the same or similar information independently or obtain access to our proprietary
information, despite our efforts to protect such proprietary information. In addition, there can
be no assurance that we would prevail if we asserted our intellectual property rights against third
parties, or that third parties will not successfully assert infringement claims against us in the
future. We believe, however, that our success is more dependent on the knowledge, ability,
experience and technological expertise of our employees, as opposed to the legal protection that
our patents and other proprietary rights may or will afford.
We hold twelve patents in the U.S. and foreign countries. Our patents protect technology that
makes automated production more cost-effective and protect important competitive features of our
products. However, we do not consider our business to be dependent on patent protection.
In 2003, we entered into an agreement with Saft Groupe S.A. to license certain tooling for
certain BA-5390 battery cases. The licensing fee associated with this agreement is essentially one
dollar per battery case sold. The total royalty expense reflected in 2007 was $13. This agreement
expires in the year 2017.
All of our employees in the U.S. and all our key employees involved with our technology in
England and China are required to enter into agreements providing for confidentiality and the
assignment of rights to inventions made by them while employed by us. These agreements also contain
certain noncompetition and nonsolicitation provisions effective during the employment term and for
varying periods thereafter depending on position and location. There can be no assurance that we
will be able to enforce these agreements.
The following are registered trademarks or trademarks of ours: Ultralifeâ,
Ultralife Thin Cellâ, Ultralife HiRateâ, Ultralife
Polymerâ, The New Power GenerationÒ,
LithiumPowerÒ, SmartCircuitÒ, PowerBugÒ, We Are
PowerÒ, ABLEÔ, RedBlack™, Reserve Power Systems™, Stationary Power Systems™,
McDowell Research®, Max Juice For More Gigs®, and Litron™.
11
Manufacturing and Raw Materials
We manufacture our products from raw materials and component parts that we purchase. We have
ISO 9001:2000 certification for our manufacturing facilities in Newark, New York, Abingdon,
England, and Shenzhen, China. In addition, our manufacturing facilities in Newark, New York and
Shenzhen, China are ISO 14001 certified.
We expect that in the future, raw material purchases will fluctuate based on the timing of
customer orders, the related need to build inventory in anticipation of orders and actual shipment
dates.
Non-Rechargeable Products
Our Newark, New York facility has the capacity to produce in excess of nine million 9-volt
batteries per year, approximately fourteen million cylindrical cells per year and approximately
500,000 thin cells per year. Our manufacturing facility in Abingdon, England is capable of
producing more than two million cylindrical cells per year. This facility also manufactures
seawater-activated batteries and assembles customized multi-cell battery packs. Capacity, however,
is also related to individual operations and product mix changes can produce bottlenecks in an
individual operation, constraining overall capacity. Our ABLE operating unit in Shenzhen, China is
capable of producing more than three million cylindrical cells per year. We have acquired new
machinery and equipment in areas where production bottlenecks have resulted in the past and believe
that we have sufficient capacity in these areas. We continually evaluate our requirements for
additional capital equipment, and we believe that the planned increases in our current
manufacturing capacity will be adequate to meet foreseeable customer demand. However, with
unanticipated growth in demand for our products, demand could exceed capacity, which would require
us to install additional capital equipment to meet these incremental needs, which in turn may
require us to lease or contract additional space to accommodate needs.
We utilize lithium foil as well as other metals and chemicals to manufacture our batteries.
Although we know of only three major suppliers that extrude lithium into foil and provide such foil
in the form required by us, we do not anticipate any shortage of lithium foil or any difficulty in
obtaining the quantities we require. Certain materials used in our products are available only from
a single source or a limited number of sources. Additionally, we may elect to develop relationships
with a single or limited number of sources for materials that are otherwise generally available.
Although we believe that alternative sources are available to supply materials that could replace
materials we use and that, if necessary, we would be able to redesign our products to make use of
an alternative product, any interruption in our supply from any supplier that serves currently as
our sole source could delay product shipments and adversely affect our financial performance and
relationships with our customers. Although we have experienced interruptions of product deliveries
by sole source suppliers, none of such interruptions has had a material adverse effect on us. All
other raw materials utilized by us are readily available from many sources.
We use various utilities to provide heat, light and power to our facilities. As energy costs
rise, we continue to seek ways to reduce these costs and will initiate energy-saving projects at
times to assist in this effort. It is possible, however, that rising energy costs may have an
adverse effect on our financial results.
The total carrying value of our non-rechargeable products inventory, including raw materials,
work in process and finished goods, amounted to approximately $14,800 as of December 31, 2007.
Rechargeable Products
We believe that the raw materials and components utilized for our rechargeable batteries are
readily available from many sources. Although we believe that alternative sources are available to
supply materials that could replace materials we use, any interruption in our supply from any
supplier that serves currently as our sole source could delay product shipments and adversely
affect our financial performance and relationships with our customers.
Our Newark, New York facility has the capacity to produce significant volumes of rechargeable
batteries, as this segment generally assembles battery packs and chargers and is limited only by
physical space and is not constrained by manufacturing equipment capacity. In addition, our
facility in Abingdon, England has the capacity to produce significant volumes of rechargeable
batteries and chargers.
The total carrying value of our rechargeable products inventory, including raw materials, work
in process and finished goods, amounted to approximately $11,500 as of December 31, 2007.
12
Communications Systems
In general, we believe that the raw materials and components utilized by us for our
communications accessories and systems, including RF amplifiers, power supplies and integration
kits, are available from many sources. Although we believe that alternative sources are available
to supply materials that could replace materials we use, any interruption in our supply from any
supplier that serves currently as our sole source could delay product shipments and adversely
affect our financial performance and relationships with our customers.
Our Newark, New York facility has the capacity to produce significant volumes of communication
accessories, as this segment generally assembles products and is limited only by physical space and
is not constrained by manufacturing equipment capacity.
Our Woodinville, Washington facility has the capacity to produce significant volumes of RF
amplifiers, as this operation generally assembles products and is limited only by physical space
and is not constrained by manufacturing equipment capacity.
The total carrying value of our communications systems inventory, including raw materials,
work in process and finished goods, amounted to approximately $7,500 as of December 31, 2007.
Design and Installation Services
We believe that the raw materials and components utilized for our standby power installations
are readily available from many sources. Although we believe that alternative sources are
available to supply materials that could replace materials we use, any interruption in our supply
from any supplier that serves currently as our sole source could delay product shipments and
adversely affect our financial performance and relationships with our customers.
The total carrying value of our design and installation services inventory, including raw
materials, work in process and finished goods, amounted to approximately $1,300 as of December 31,
2007.
Research and Development
We concentrate significant resources on research and development activities to improve upon
our technological capabilities and to design new products for customers’ applications. We conduct
our research and development in Newark, New York, Shenzhen, China and Woodinville, Washington.
During 2007, 2006 and 2005 we expended approximately $7,000, $5,100 and $3,800, respectively, on
research and development. We expect that research and development expenditures in the future will
be modestly higher than those in 2007, as new product development initiatives will drive our
growth. As in the past, we will continue to make funding decisions for our research and
development efforts based upon strategic demand for customer applications.
Non-Rechargeable Products
We continue to develop non-rechargeable cells that broaden our product offering to our
customers.
Rechargeable Products
The rechargeable product portfolio continues to grow as our customers’ needs continue to grow
for portable power. We support these needs through designing rechargeable batteries and charging
solutions.
Communications Systems
In 2006, we acquired McDowell, which provides a variety of communications accessories to the
military market. We have redesigned a number of McDowell’s products to meet the ever-changing
customer demands. There has been a significant emphasis to add a line of amplifiers to support the
customers’ requirements.
Design and Installation Services
The U.S. government sponsors research and development programs designed to improve the
performance and safety of existing battery systems and to develop new battery systems. In 2003,
we were awarded the initial phase of a government-sponsored contract for battery charging systems.
We successfully completed the contract during 2003. In
13
December 2003, we were awarded a Small Business Innovative Research (SBIR) contract for the development of a polymer battery. The
development phase of this contract was completed in mid-2004.
In addition, we work to receive contracts with military contractors and commercial customers.
For example, in February 2004, we announced that we received a development contract from General
Dynamics valued at approximately $2,700. The contract was for lithium non-rechargeable and lithium
ion rechargeable batteries, as well as vehicle and soldier-based chargers for the Land
Warrior-Stryker Interoperable (LW-SI) program. In 2005, we received an added scope award of this
project, increasing the total project to approximately $4,000. Additionally, purchase orders have
been received for the products developed under this contract as the batteries have become
commercialized. In 2005, we were awarded various development contracts, including the development
of a rechargeable battery for a portable radio. In 2006, we completed the General Dynamics
contract work and were awarded several small development contracts for rechargeable product
development and new generation high-powered cells.
In January 2008, we entered into a technology partnership with Mississippi State University
(“MSU”) to develop fuel cell-battery portable power systems enabling lightweight, long endurance
military missions. The development of this power system is to be performed under a $1,600 program
that was awarded by a U.S. Defense Department agency to MSU as the prime contractor. MSU has
awarded us a $475 contract to participate in this program as a subcontractor. Under the contract,
we will oversee the development, testing, approval and manufacturing of prototypes of a new compact
military battery to be used with handheld tactical radios, building on its ongoing development work
under the Land Warrior System Stryker Interoperable Program. In addition, we are establishing a
development and assembly operation in a 14,000 square-foot facility located in West Point,
Mississippi to manufacture products coming out of the technology partnership and other of our
products. We plan to commence operations in the first half of 2008.
Safety; Regulatory Matters; Environmental Considerations
Certain of the materials utilized in our batteries may pose safety problems if improperly
used. We have designed our batteries to minimize safety hazards both in manufacturing and use.
The transportation of non-rechargeable and rechargeable lithium batteries is regulated by the
International Civil Aviation Organization (“ICAO”) and corresponding International Air Transport
Association (“IATA”) Dangerous Goods Regulations and the International Maritime Dangerous Goods
Code (“IMDG”), and in the U.S. by the Department of Transportation’s Pipeline and Hazardous
Materials Safety Administration (“PHMSA”). These regulations are based on the United Nations
Recommendations on the Transport of Dangerous Goods Model Regulations and the United Nations Manual
of Tests and Criteria. We currently ship our products pursuant to ICAO, IATA and PHMSA hazardous
goods regulations. New regulations that pertain to all lithium battery manufacturers went into
effect in January 2008, and additional regulations will go into effect in 2009 and 2010. The
regulations require companies to meet certain testing, packaging, labeling and shipping
specifications for safety reasons. We have not incurred, and do not expect to incur, any
significant costs in order to comply with these regulations. We comply with all current U.S. and
international regulations for the shipment of our products, and we intend and expect to comply with
any new regulations that are imposed. We have established our own testing facilities to ensure
that we comply with these regulations. If we are unable to comply with the new regulations,
however, or if regulations are introduced that limit our ability to transport our products to
customers in a cost-effective manner, this could
have a material adverse effect on our business, financial condition and results of operations.
Our RPS lead acid products have been tested and have been deemed to meet all requirements as
specified in 49CFR 173.159 (d) for exception as hazardous material classification. Our RPS lead
acid batteries have been tested and have been deemed to meet all requirements as specified in the
special provision 238 for determination of “Non-Spillable” and are not subject to the provision of
49CFR 173.159 (d).
The European Union’s Restriction of Hazardous Substances (“RoHS”) Directive places
restrictions on the use of certain hazardous substances in electrical and electronic equipment. All
applicable products sold in the European Union market after July 1, 2006 must pass RoHS compliance.
While this directive does not apply to batteries and does not currently affect our military
products, should any changes occur in the directive that would affect our products, we intend and
expect to comply with any new regulations that are imposed. Our commercial chargers are in
compliance with this directive. Additional European Union Directives, entitled the Waste
Electrical and Electronic Equipment (“WEEE”) Directive and the Directive on Batteries and
Accumulators and Waste Batteries and Accumulators, impose regulations affecting our non-military
products. These directives require that producers or importers of particular classes of electrical
goods are financially responsible for specified collection, recycling, treatment and disposal of
past and future covered products. These directives assign levels of responsibility to companies
doing business in European Union markets based on their relative market share. These directives
call on each European Union member state to enact enabling legislation to implement the directive.
As additional European Union member states pass enabling legislation
14
our compliance system should be sufficient to meet such requirements. Our current estimated costs associated with our compliance
with these directives based on our current market share are not significant. However, we continue
to evaluate the impact of these directives as European Union member states implement guidance, and
actual costs could differ from our current estimates.
China’s “Management Methods for Controlling Pollution Caused by Electronic Information
Products Regulation” (“China RoHS”) provides a two-step, broad regulatory framework including
similar hazardous substance restrictions as are imposed by the European Union’s RoHS Directive, and
apply to methods for the control and reduction of pollution and other public hazards to the
environment caused during the production, sale, and import of electronic information products
(“EIP”) in China affecting a broad range of electronic products and parts, with an implementation
date of March 1, 2007. Currently, only the first step of the regulatory framework of China RoHS,
which details marking and labeling requirements under Standard SJT11364-2006 (“Marking Standard”),
is in effect. However, the methods under China RoHS only apply to EIP placed in the marketplace in
China. Additionally, the Marking Standard does not apply to components sold to OEM’s for use in
other EIP. Our sales in China are limited to sales to OEM’s and to distributors who supply to
OEM’s. Should our sales strategy change to include direct sales to end-users, our compliance
system is sufficient to meet our requirements under China RoHS. Our current estimated costs
associated with our compliance with this regulation based on our current market share are not
significant. However, we continue to evaluate the impact of this regulation, and actual costs could
differ from our current estimates.
National, state and local laws impose various environmental controls on the manufacture,
transportation, storage, use and disposal of batteries and of certain chemicals used in the
manufacture of batteries. Although we believe that our operations are in substantial compliance
with current environmental regulations, there can be no assurance that changes in such laws and
regulations will not impose costly compliance requirements on us or otherwise subject us to future
liabilities. There can be no assurance that additional or modified regulations relating to the
manufacture, transportation, storage, use and disposal of materials used to manufacture our
batteries or restricting disposal of batteries will not be imposed or how these regulations will
affect us or our customers, that could have a material adverse effect on our business, financial
condition and results of operations. In 2007, we spent approximately $327 on environmental
controls, including costs to properly dispose of potentially hazardous waste.
Since non-rechargeable and rechargeable lithium battery chemistries react adversely with water
and water vapor, certain of our manufacturing processes must be performed in a controlled
environment with low relative humidity. Our Newark, New York and UK facilities contain dry rooms
as well as specialized air-drying equipment.
Non-Rechargeable Products
Our non-rechargeable battery products incorporate lithium metal, which reacts with water and
may cause fires if not handled properly. In the past, we have experienced fires that have
temporarily interrupted certain manufacturing operations. We believe that we have adequate fire
insurance, including business interruption insurance, to protect against fire losses in our
facilities.
Our 9-volt battery, among other sizes, is designed to conform to the dimensional and
electrical standards of the American National Standards Institute, and the 9-volt battery and a
range of 3-volt cells are recognized under the Underwriters Laboratories, Inc. Component
Recognition Program.
Rechargeable Products
We are not currently aware of any regulatory requirements regarding the disposal of lithium
polymer or lithium ion rechargeable cells and batteries.
Our lead acid batteries are recovered from our customers and delivered to a permitted lead
smelter for reclamation following applicable federal, state and local regulations.
Communications Systems
We are not currently aware of any other regulatory requirements regarding the disposal of
communications accessories.
15
Design and Installation Services
Our RPS lead acid products have been tested and have been deemed to meet all requirements as
specified in 49CFR 173.159 (d) for exception as hazardous material classification. Our RPS
batteries have been tested and have been deemed to meet all requirements as specified in the
special provision 238 for determination of “Non-Spillable” and are not subject to the provision of
49CFR 173.159 (d).
Corporate
Please refer to the description of the environmental remediation for our Newark, New York
facility set forth in Item 3, Legal Proceedings of this report.
Competition
Competition in the battery and communications systems markets is, and is expected to remain,
intense. The competition ranges from development stage companies to major domestic and
international companies, many of which have financial, technical, marketing, sales, manufacturing,
distribution and other resources significantly greater than ours. We compete against companies
producing batteries as well as those offering standby power installation services, and companies
producing communications systems, design and installation services. We compete on the basis of
design flexibility, performance and reliability. There can be no assurance that our technology and
products will not be rendered obsolete by developments in competing technologies that are currently
under development or that may be developed in the future or that our competitors will not market
competing products that obtain market acceptance more rapidly than ours.
Historically, although other entities may attempt to take advantage of the growth of the
battery market, the lithium battery industry has certain technological and economic barriers to
entry. The development of technology, equipment and manufacturing techniques and the operation of
a facility for the automated production of lithium batteries require large capital expenditures,
which may deter new entrants from commencing production. Through our experience in battery
manufacturing, we have also developed expertise, which we believe would be difficult to reproduce
without substantial time and expense in the non-rechargeable battery market.
Competition in the standby power market is concentrated among a number of suppliers and
installers ranging from small distributors who purchase, resell and install products manufactured
by others to major battery and power supply manufacturers, which have financial, technical,
marketing, sales, manufacturing, distribution and other resources significantly greater than those
of ours. We compete on the basis of product and installation design, functionality, flexibility,
performance and reliability. There can be no assurance that our technology and products will not
be rendered obsolete by developments in competing technologies that are currently under development
or that may be developed in the future or that our competitors will not market competing products
that obtain market acceptance more rapidly than ours.
Employees
As of February 2, 2008, we employed a total of 1,092 permanent and temporary employees: 76 in
research and development, 909 in production and 107 in sales and administration. Of the total, 745
are employed in the U.S., 53 in Europe and 294 in Asia. None of our employees is represented by a
labor union. We consider our employee relations to be satisfactory.
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ITEM 1A. RISK FACTORS
A decline in demand for products or services using our batteries or communications systems could
reduce demand for our products or services.
A substantial portion of our business depends on the continued demand for products or services
using our batteries and communications systems sold by our customers, including OEM’s. Our
success depends significantly upon the success of those customers’ products or services in the
marketplace. We are subject to many risks beyond our control that influence the success or failure
of a particular product or service offered by a customer, including:
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competition faced by the customer in its particular industry, |
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market acceptance of the customer’s product or service, |
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the engineering, sales, marketing and management capabilities of the customer, |
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technical challenges unrelated to our technology or products faced by the customer
in developing its products or services, and |
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the financial and other resources of the customer. |
For instance, in the years ended December 31, 2005, 2006, 2007, 32%, 27% and 17% of our
revenues, respectively, were comprised of sales of our 9-volt batteries, and of this, approximately
21%, 47% and 41%, respectively, pertained to sales to smoke alarm OEMs. If the retail demand for
long-life smoke alarms decreases significantly, this could have a material adverse effect on our
business, financial condition and results of operations.
Our customers may not meet the volume requirements in our supply agreements.
We sell most of our products and services through supply agreements and contracts. While
supply agreements and contracts contain volume-based pricing based on expected volumes, industry
practices dictate that pricing is rarely adjusted retroactively when contract volumes are not
achieved. Every effort is made to adjust future prices accordingly, but the ability to adjust
prices is generally based on market conditions.
Our growth and expansion strategy could strain or overwhelm our resources.
Rapid growth of our business could significantly strain management, operations and technical
resources. If we are successful in obtaining rapid market growth of our products and services, we
will be required to deliver large volumes of quality products and increased levels of services to
customers on a timely basis at a reasonable cost to those customers. For example, the large
contracts received from the U.S. military for our batteries using cylindrical cells could strain
the current capacity capabilities of our manufacturing facilities and require additional equipment
and time to build a sufficient support infrastructure. This demand could also create working
capital issues for us, as we may need increased liquidity to fund purchases of raw materials and
supplies. We cannot assure, however, that business will grow rapidly or that our efforts to expand
manufacturing and quality control activities will be successful or that we will be able to satisfy
commercial scale production requirements on a timely and cost-effective basis.
We have a strategy to grow our business through the acquisition of complementary businesses or
through business partnerships, for example joint ventures, in addition to organic growth. Our
inability to acquire such businesses, or increased competition for such businesses which could
increase our acquisition costs, could adversely affect our growth strategy and results of
operations. In addition, our inability to improve the operating margins of businesses we acquire
or operate such acquired businesses profitably or to effectively integrate the operations of those
acquired businesses could also adversely affect our business, financial condition and results of
operations.
In 2006 we acquired McDowell and ABLE, and in 2007 we acquired ISC, SPS and RPS, which added
new facilities and operations to our overall business. We experienced some initial operational
challenges at McDowell that required a greater amount of management’s time to resolve than we
expected. The integration of recent, and future, acquisitions could place an increased burden on our management
team which could adversely impact our ability to effectively manage these businesses.
We also will be required to continue to improve our operations, management and financial
systems and controls in order to remain competitive. The failure to manage growth and expansion
effectively could have an adverse effect on our business, financial condition, and results of
operations.
17
Our acquisitions and business partnerships may not result in the revenue growth and profitability
that we expect. In addition, we may not be able to successfully integrate our acquisitions.
We are integrating our acquisitions into our business and assimilating their operations,
services, products and personnel with our management policies, procedures and strategies. We
cannot be sure that we will achieve the benefits of revenue growth and profitability that we expect
from these acquisitions or that we will not incur unforeseen additional costs or expenses in
connection with the integration of these acquisitions. To effectively manage our expected growth,
we must continue to successfully manage our integration of these companies and continue to improve
our operational and information technology systems, internal procedures, accounts receivable and
management, financial and operational controls to accommodate these acquisitions. If we fail in
any of these areas, our business could be adversely affected.
The U.S. and foreign governments can audit our contracts with their respective military and
government agencies and, under certain circumstances, can adjust the economic terms of those
contracts.
A significant portion of our business comes from sales of products and services to the U.S.
and foreign governments through various contracts. These contracts are subject to procurement laws
and regulations that lay out policies and procedures for acquiring goods and services. The
regulations also contain guidelines for managing contracts after they are awarded, including
conditions under which contracts may be terminated, in whole or in part, at the government’s
convenience or for default. Failure to comply with the procurement laws or regulations can result
in civil, criminal or administrative proceedings involving fines, penalties, suspension of
payments, or suspension or disbarment from government contracting or subcontracting for a period of
time.
We have had certain “exigent”, non-bid contracts with the U.S. government that have been
subject to an audit and final price adjustment and have resulted in decreased margins compared with
the original terms of the contracts. As of December 31, 2007, there were no outstanding exigent
contracts with the U.S. government. As part of its due diligence, the U.S. government has
conducted post-audits of the completed exigent contracts to ensure that information used in
supporting the pricing of exigent contracts did not differ materially from actual results. In
September 2005, the Defense Contracting Audit Agency (“DCAA”) presented its findings related to the
audits of three of the exigent contracts, suggesting a potential pricing adjustment of
approximately $1,400 related to reductions in the cost of materials that occurred prior to the
final negotiation of these contracts. We have reviewed these audit reports, have submitted our
response to these audits and believe, taken as a whole, the proposed audit adjustments can be
offset with the consideration of other compensating cost increases that occurred prior to the final
negotiation of the contracts. While we believe that potential exposure exists relating to any
final negotiation of these proposed adjustments, we cannot reasonably estimate what, if any,
adjustment may result when finalized. In addition, in June 2007, we received a request from the
Office of Inspector General of the Department of Defense (“DoD IG”) seeking certain information and
documents relating to our business with the Department of Defense. We are cooperating with the DoD
IG inquiry and have furnished the requested information and documents. At this time we have no
basis for assessing whether we might face any penalties or liabilities on account of the DoD IG
inquiry. The aforementioned DCAA-related adjustments could reduce margins and, along with the
aforementioned DoD IG inquiry, could have an adverse effect on our business, financial condition
and results of operation.
We are subject to the contract rules and procedures of the U.S. and foreign governments.
These rules and procedures create significant risks and uncertainties for us that are not usually
present in contracts with private parties.
We will continue to develop battery products, communications systems and services to meet the
needs of the U.S. and foreign governments. We compete in solicitations for awards of contracts.
The receipt of an award, however, does not usually result in the immediate release of an order and
does not guarantee in any way any given volume of orders. Any delay of solicitations or
anticipated purchase orders by, or future failure of, the U.S. or foreign governments to purchase
products manufactured by us could have a material adverse effect on our business, financial
condition and results of operations. Additionally, in these scenarios we are typically required to
successfully meet contractual specifications and to pass various qualification-testing for the
products under contract. Our inability to pass these tests in a timely fashion, as well as meet
delivery schedules for orders released under contract, could have a material adverse effect on
our business, financial condition and results of operations.
When a government contract is awarded, there is a government procedure that permits
unsuccessful companies to formally protest such award if they believe they were unjustly treated in
the evaluation process. As a result of these protests, the government is precluded from proceeding
under these contracts until the protests are resolved. A prolonged delay in the resolution of a
protest, or a reversal of an award resulting from such a protest could have a material adverse
effect on our business, financial condition and results of operations.
18
A significant portion of our revenues is derived from certain key customers.
A significant portion of our revenues is derived from contracts with the U.S. and foreign
militaries or OEMs that supply the U.S. and foreign militaries. In the years ended December 31,
2005, 2006 and 2007, approximately 45%, 47%, and 67% respectively, of our revenues were comprised
of sales made directly or indirectly to the U.S. and foreign militaries. We have three major
customers: the U.S. Department of Defense, that comprised 25%, 20%, and 14% of our revenue in the
years ended December 31, 2005, 2006 and 2007, respectively; the U.K. Ministry of Defence, that
comprised 6%, 7%, and 12% of our revenue in the years ended December 31, 2005, 2006 and 2007,
respectively; and Raytheon Company, that comprised 1%, 3%, and 13% of our revenue in the years
ended December 31, 2005, 2006 and 2007, respectively. There were no other customers that comprised
greater than 10% of our total revenues in those years. While sales to these customers were
substantial during 2007, we do not consider these customers to be significant credit risks.
Government decisions regarding military deployment and budget allocations to fund military
operations may have an impact on the demand for our products and services. If the demand for
products and services from the U.S. or foreign militaries were to decrease significantly, this
could have a material adverse effect on our business, financial condition and results of
operations.
We generally do not distribute our products to a concentrated geographical area nor is there a
significant concentration of credit risks arising from individuals or groups of customers engaged
in similar activities, or who have similar economic characteristics. Two customers comprised 42%
of our trade accounts receivables as of December 31, 2007. There were no other customers that
comprised greater than 10% of our total trade accounts receivables as of December 31, 2007. One
customer comprised 22% of our total trade accounts receivables as of December 31, 2006. There
were no other customers that comprised greater than 10% of our total trade accounts receivables as
of December 31, 2006. We do not normally obtain collateral on trade accounts receivable.
Our efforts to develop new commercial applications for our products could fail.
Although we are involved with developing certain products for new commercial applications, we
cannot assure that volume acceptance of our products will occur due to the highly competitive
nature of the business. There are many new product and technology entrants into the marketplace,
and we must continually reassess the market segments in which our products can be successful and
seek to engage customers in these segments that will adopt our products for use in their products.
In addition, these companies must be successful with their products in their markets for us to gain
increased business. Increased competition, failure to gain customer acceptance of products, the
introduction of competitive technologies or failure of our customers in their markets could have a
further adverse effect on our business.
We may incur significant costs because of the warranties we supply with our products.
With respect to our battery products, we typically offer warranties against any defects due to
product malfunction or workmanship for a period up to one year from the date of purchase. With
respect to our communications systems products, we typically offer up to a four-year warranty. We
also offer a 10-year warranty on our 9-volt batteries that are used in ionization-type smoke
alarms. We provide for a reserve for these potential warranty expenses, which is based on an
analysis of historical warranty issues. There is no assurance that future warranty claims will be
consistent with past history, and in the event we experience a
significant increase in warranty claims, there is no assurance that our reserves will be
sufficient. This could have a material adverse effect on our business, financial condition and
results of operations.
We are subject to certain safety risks, including the risk of fire, inherent in the manufacture and
use of lithium batteries.
Due to the high energy inherent in lithium batteries, our lithium batteries can pose certain
safety risks, including the risk of fire. We incorporate procedures in research, development,
product design, manufacturing processes and the transportation of lithium batteries that are
intended to minimize safety risks, but we cannot assure that accidents will not occur or that our
products will not be subject to recall for safety concerns. Although we currently carry insurance
policies which cover loss of the plant and machinery, leasehold improvements, inventory and
business interruption, any accident, whether at the manufacturing facilities or from the use of the
products, may result in significant production delays or claims for damages resulting from
injuries. While we maintain what we believe to be sufficient casualty liability coverage to
protect against such occurrences, these types of losses could have a material adverse effect on our
business, financial condition and results of operation.
We may incur significant costs because of known and unknown environmental matters.
National, state and local laws impose various environmental controls on the manufacture,
transportation, storage, use and disposal of batteries and of certain chemicals used in the
manufacture of batteries. Although we believe that our operations are in substantial compliance
with current environmental regulations and that, except as noted below, there are no environmental
conditions that will require material expenditures for clean-up at our present or former facilities
or at
19
facilities to which we have sent waste for disposal, there can be no assurance that changes
in such laws and regulations will not impose costly compliance requirements on us or otherwise
subject us to future liabilities. There can be no assurance that additional or modified
regulations relating to the manufacture, transportation, storage, use and disposal of materials
used to manufacture our batteries or restricting disposal of batteries will not be imposed or how
these regulations will affect us or our customers, that could have a material adverse effect on our
business, financial condition and results of operations.
In conjunction with our purchase/lease of our Newark, New York facility in 1998, we entered
into a payment-in-lieu of tax agreement, which provides us with real estate tax concessions upon
meeting certain conditions. In connection with this agreement, a consulting firm performed a Phase
I and II Environmental Site Assessment, which revealed the existence of contaminated soil and
ground water around one of the buildings. We have submitted various work plans to the New York
State Department of Environmental Conservation (“NYSDEC”) regarding further environmental testing
and sampling in order to determine the scope of any additional remediation. We subsequently met
with the NYSDEC in March 2006 to discuss the results. On June 30, 2006, the Final Investigation
Report was delivered to the NYSDEC by our outside environmental firm. In November 2006, the NYSDEC
completed its review of the Final Investigation Report and requested additional groundwater, soil
and sediment sampling. A work plan to address the additional investigation was submitted to the
NYSDEC in January 2007 and was approved in April 2007. Additional investigative work was performed
in May 2007. A preliminary report of results was prepared by our outside environmental consulting
firm in August 2007, and a meeting with the NYSDEC and the New York State Department of Health
(“NYSDOH”) took place in September 2007. As a result of this meeting, NYSDEC and NYSDOH have
requested additional investigation work. A work plan to address this additional investigation was
submitted to and approved by the NYSDEC in November 2007. Additional investigation work was
performed in December 2007 and we are awaiting the results of the work from our environmental
consulting firm. The results of the additional investigation requested by the NYSDEC may increase
the estimated remediation costs modestly. At December 31, 2007, we have reserved $85 for this
matter. The ultimate resolution of this matter may result in us incurring costs in excess of what
we have reserved.
The future regulatory direction of the European Union’s Restriction of Hazardous Substances
(“RoHS”) and Waste Electrical and Electronic Equipment (“WEEE”) Directives, as they pertain to our
products, is uncertain. Their potential impact to our business would become material if battery
packs were to be included in new guidelines and we were unable to procure materials in a timely
manner. Other associated risks related to these directives include excess inventory risk due to
a write off of non-
compliant inventory. We continue to monitor the regulatory activity of the European Union to
ascertain such risks.
China’s “Management Methods for Controlling Pollution Caused by Electronic Information
Products Regulation” (“China RoHS”) provides a two-step, broad regulatory framework, including
similar hazardous substance restrictions as are imposed by the European Union’s RoHS Directive, and
apply to methods for the control and reduction of pollution and other public hazards to the
environment caused during the production, sale, and import of electronic information products
(“EIP”) in China affecting a broad range of electronic products and parts, with an implementation
date of March 1, 2007. Currently, only the first step of the regulatory framework of China RoHS,
which details marking and labeling requirements under Standard SJT11364-2006 (“Marking Standard”),
is in effect. However, the methods under China RoHS only apply to EIP placed in the marketplace in
China. Additionally, the Marking Standard does not apply to components sold to OEMs for use in
other EIP. Our sales in China are limited to sales to OEMs and to distributors who supply to OEMs.
Should our sales strategy change to include direct sales to end-users, our compliance system is
sufficient to meet our requirements under China RoHS. Our current estimated costs associated with
our compliance with this regulation based on our current market share and strategy are not
significant. However, we continue to evaluate the impact of China RoHS, and actual costs could
differ from our current estimates.
Any inability to comply with changes to the regulations for the shipment of our products could
limit our ability to transport our products to customers in a cost-effective manner.
The transportation of non-rechargeable and rechargeable lithium batteries is regulated by the
International Civil Aviation Organization (“ICAO”) and corresponding International Air Transport
Association (“IATA”) Dangerous Goods Regulations and the International Maritime Dangerous Goods
Code (“IMDG”) and in the U.S. by the Department of Transportation’s Pipeline and Hazardous
Materials Safety Administration (“PHMSA”). These regulations are based on the United Nations
Recommendations on the Transport of Dangerous Goods Model Regulations and the United Nations Manual
of Tests and Criteria. We currently ship our products pursuant to ICAO, IATA and PHMSA hazardous
goods regulations. New regulations that pertain to all lithium battery manufacturers went into
effect in January 2008, and additional regulations will go into effect in 2009 and 2010. The
regulations require companies to meet certain testing, packaging, labeling and shipping
specifications for safety reasons. We comply with all current U.S. and international regulations
for the shipment of our products, and we intend and expect to comply with any new regulations that
are imposed. We have established our own testing facilities to ensure that we comply with these
regulations. If we are unable to comply with the new regulations, however, or if regulations are
introduced that limit our ability to transport our
20
products to customers in a cost-effective
manner, this could have a material adverse effect on our business, financial condition and results
of operations.
Our supply of raw materials and components could be disrupted.
Certain materials and components used in our products are available only from a single or a
limited number of suppliers. As such, some materials and components could become in short supply
resulting in limited availability and/or increased costs. Additionally, we may elect to develop
relationships with a single or limited number of suppliers for materials and components that are
otherwise generally available. Due to our involvement with supplying military products to the
government, we could receive a government preference to continue to obtain critical supplies to
meet military production needs. However, if the government did not provide us with a government
preference in such circumstances, the difficulty in obtaining supplies could have a material
adverse effect on our business, financial condition and results of operations. Although we believe
that alternative suppliers are available to supply materials and components that could replace
materials and components currently used and that, if necessary, we would be able to redesign our
products to make use of such alternatives, any interruption in the supply from any supplier that
serves as a sole source could delay product shipments and have a material adverse effect on our
business, financial condition and results of operations. We have experienced interruptions of
product deliveries by sole source suppliers in the past, and we cannot guarantee that we will not
experience a material interruption of product deliveries from sole source suppliers in the future.
Additionally, we could face increasing pricing pressure from our suppliers dependent upon volume,
due to rising costs by these suppliers that could be
passed on to us in higher prices for our raw materials, which could have a material effect on our
business, financial condition and results of operations.
Any inability to protect our proprietary and intellectual property could allow our competitors and
others to produce competing products based on our proprietary and intellectual property.
Our success depends more on the knowledge, ability, experience and technological expertise of
our employees than on the legal protection of patents and other proprietary rights. We claim
proprietary rights in various unpatented technologies, know-how, trade secrets and trademarks
relating to products and manufacturing processes. We cannot guarantee the degree of protection
these various claims may or will afford, or that competitors will not independently develop or
patent technologies that are substantially equivalent or superior to our technology. We protect
our proprietary rights in our products and operations through contractual obligations, including
nondisclosure agreements with certain employees, customers, consultants and strategic partners.
There can be no assurance as to the degree of protection these contractual measures may or will
afford. We have had patents issued and have patent applications pending in the U.S. and elsewhere.
We cannot assure (1) that patents will be issued from any pending applications, or that the claims
allowed under any patents will be sufficiently broad to protect our technology, (2) that any
patents issued to us will not be challenged, invalidated or circumvented, or (3) as to the degree
or adequacy of protection any patents or patent applications may or will afford. If we are found
to be infringing third party patents, there can be no assurance that we will be able to obtain
licenses with respect to such patents on acceptable terms, if at all. The failure to obtain
necessary licenses could delay product shipment or the introduction of new products, and costly
attempts to design around such patents could foreclose the development, manufacture or sale of
products.
The loss of key personnel could significantly harm our business, and the ability and technical
competence of persons we hire will be critical to the success of our business.
Because of the specialized, technical nature of our business, we are highly dependent on
certain members of our management, marketing, engineering and technical staff. The loss of these
employees could have a material adverse effect on our business, financial condition and results of
operations. In addition to developing manufacturing capacity to produce high volumes of batteries,
we must attract, recruit and retain a sizeable workforce of technically competent employees. Our
ability to pursue effectively our business strategy will depend upon, among other factors, the
successful recruitment and retention of additional highly skilled and experienced managerial,
marketing, engineering and technical personnel, and the integration of such personnel obtained
through business acquisitions. We cannot assure that we will be able to retain or recruit this
type of personnel. An inability to hire sufficient numbers of people or to find people with the
desired skills could result in greater demands being placed on limited management resources which
could have a material adverse effect on our business, financial condition and results of
operations.
21
We are subject to competition from other manufacturers and suppliers of portable and standby
batteries, communications systems and services.
We compete with other manufacturers and suppliers of non-rechargeable and rechargeable
portable and standby batteries, communications systems and services. We cannot assure that we will
successfully compete with these manufacturers and suppliers, many of which have substantially
greater financial, technical, manufacturing, distribution, marketing, sales and other resources.
Our products could become obsolete.
The market for our products is characterized by changing technology and evolving industry
standards, often resulting in product obsolescence or short product lifecycles. Although we
believe that our products are comprised of state-of-the-art technology, there can be no assurance
that competitors will not develop technologies or products that would render our technologies and
products obsolete or less marketable.
Many of the companies with which we compete have substantially greater resources than us, and
some have the capacity and volume of business to be able to produce their products more efficiently
than we can at the present time. In addition, these companies are developing or have developed
products using a variety of technologies that are expected to compete with our technologies. If
these companies successfully market their products in a manner that renders our technologies
obsolete, there will be a material adverse effect on our business, financial condition and results
of operations.
We are subject to foreign currency fluctuations.
We maintain manufacturing operations in the North America, Europe and Asia, and we export
products to various countries. We purchase materials and sell our products in foreign currencies,
and therefore currency fluctuations may impact our pricing of products sold and materials
purchased. In addition, our foreign subsidiaries maintain their books in local currency, and the
translation of those subsidiary financial statements into U.S. dollars for our consolidated
financial statements could have an adverse effect on our consolidated financial results, due to
changes in local currency relative to the U.S. dollar. Accordingly, currency fluctuations could
have a material adverse effect on our business, financial condition and results of operations.
Our ability to use our Net Operating Loss Carryforwards in the future may be limited, which could
have an adverse impact on our tax liabilities.
At December 31, 2007, we had approximately $83,700 of net operating loss carryforwards, or
NOLs, available to offset future taxable income. We continually assess the carrying value of this
asset based on the relevant accounting standards. As of December 31, 2007, we reflected a full
valuation allowance against our net deferred tax asset and have reflected a net deferred tax asset
of $0 in the United States and in the United Kingdom due to our current assessment that it is more
likely than not to not be realized. As we continue to assess the realizability of our deferred tax
assets, the amount of the valuation allowance could be reduced. In addition, certain of our NOL
carryforwards are subject to U.S. alternative minimum tax such that carryforwards can offset only
90% of alternative minimum taxable income. Achieving our business plan targets, particularly those
relating to revenue and profitability, is integral to our assessment regarding the recoverability
of our net deferred tax asset.
We have determined that a change in ownership, as defined under Internal Revenue Code
Section 382, has occurred. As such, the domestic net operating loss carryforward will be subject to
an annual limitation estimated to be in the range of approximately $12,000. This limitation did not
have an impact on income taxes determined for 2007. Such a limitation could result in the
possibility of a cash outlay for income taxes in a future year when earnings exceed the amount of
net operating loss carryforwards that can be used by us.
Our quarterly and annual results and the price of our common stock could fluctuate significantly.
Our future operating results may vary significantly from quarter to quarter and from year to
year depending on factors such as the timing and shipment of significant orders, new product
introductions, delays in customer releases of purchase orders, delays in receiving raw materials
from vendors, the mix of distribution channels through which we sell our products and services and
general economic conditions. Frequently, a substantial portion of our revenue in each quarter is
generated from orders booked and fulfilled during that quarter. As a result, revenue levels are
difficult to predict for each quarter. If revenue results are below expectations, operating
results will be adversely affected as we have a sizeable base of fixed overhead costs that do not
fluctuate much with the changes in revenue. Due to such variances in operating results, we have
sometimes failed to meet, and in the future may not meet, market expectations or even our own
guidance regarding our future operating results.
22
In addition to the uncertainties of quarterly and annual operating results, future
announcements concerning us or our competitors, including technological innovations or commercial
products, litigation or public concerns as to the safety or commercial value of one or more of our
products may cause the market price of our common stock to fluctuate substantially for reasons
which may be unrelated to our operating results. These fluctuations, as well as general economic,
political and market conditions, may have a material adverse effect on the market price of our
common stock.
We may be unable to obtain financing to fund ongoing operations and future growth.
While we believe that our revenue growth projections and our ongoing cost controls will allow
us to generate cash and achieve profitability in the foreseeable future, there is no assurance as
to when or if we will be able to achieve our projections. Our future cash flows from operations,
combined with our accessibility to cash and credit, may not be sufficient to allow us to finance
ongoing operations or to make required investments for future growth. In addition, recent
significant orders have required us to ramp up our supply chain quickly, and this will result in a
need for additional working capital. We may need to seek additional credit or access capital
markets for additional funds. There is no assurance that we would be successful in this regard.
We have certain debt covenants that must be maintained in accordance with the provisions of
our credit facility. There is no assurance that we will be able to continue to meet these debt
covenants in the future. If we default on any of our debt covenants and we are unable to
renegotiate credit terms in order to comply with such covenants, this could have a material adverse
effect on our business, financial condition and results of operations.
While we believe relations with our lenders are good and have received waivers as necessary in
the past, there can be no assurance that such waivers will always be obtained when needed. In such
case, we believe we have, in the aggregate, sufficient cash, cash generation capabilities from
operations, working capital and financing alternatives at our disposal, including but not limited
to alternative borrowing arrangements and other available lenders, to fund operations in the normal
course for the foreseeable future. If we are unable to achieve our plans or unforeseen events
occur, we may need to implement alternative plans to provide us with sufficient levels of liquidity
and working capital. While we believe we could complete our original plans or alternative plans,
if necessary, there can be no assurance that such alternatives would be available on acceptable
terms and conditions or that we would be successful in our implementation of such plans.
The re-payment of the debt outstanding under our credit facility and the vesting of options under
certain of our equity compensation plans may both be accelerated if any single shareholder owns
more than 30% of our stock. Currently, our largest shareholder owns
in excess of 25% of our stock.
Our largest single shareholder is Grace Brothers, Ltd., which, as of its most recent Schedule
13D/A filing, beneficially owned 26.3% of our issued and outstanding shares of common stock. On
June 6, 2007, Mr. Bradford T. Whitmore, general partner of Grace Brothers, Ltd., became a member of
our Board of Directors. If Grace Brothers, Ltd. were to increase its ownership to more than 30%,
it would be deemed a “change in control” for purposes of our credit facility administered by JP
Morgan Chase and for purposes of options granted under our 2004 Amended and Restated Long Term
Incentive Plan, or LTIP. If a “change in control” were to occur, our commercial lenders would be
able to demand payment of all amounts outstanding under our existing credit facility and the
vesting of all outstanding options granted under our LTIP would be accelerated resulting in a
significant expense being charged against our income for the period during which the “change in
control” occurred, all of which would have a material, adverse effect on our business, financial
condition and results of operations.
Our operations in China are subject to unique risks and uncertainties.
Our operating facility in China presents risks including, but not limited to, political
changes, civil unrest, labor disputes, currency restrictions and changes in currency exchange
rates, taxes, duties, import and export laws and boycotts and other civil disturbances that are
outside of our control. Any such disruptions could have a material adverse effect on our business,
financial condition and results of operations.
We may be unable to adequately maintain and monitor our internal controls over financial reporting.
We maintain and monitor various internal control processes over our financial reporting.
Whenever we acquire a new business or operations, we need to integrate those operations with our
existing control processes, which can prove to be a challenge if the acquired business had not been
required to have such controls in effect. We are in the process of
23
integrating our recently acquired companies into our business and assimilating their operations, services, products and
personnel with our management policies, procedures and strategies. While we work to ensure a
stringent control environment, it is possible that we may fail to adequately maintain and monitor
our various internal control processes over our financial reporting. Any such failure could result
in internal control deficiencies that might be considered to be material weaknesses. Such material
weaknesses in internal controls would be indicative of potential factors that affect the
reliability of our financial statements and other reported financial information and impact the
financial results we report.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
As of December 31, 2007, we own two buildings in Newark, New York comprising approximately
250,000 square feet. In February 1998, we entered into a lease/purchase agreement with the local
county authority with respect to our 110,000 square foot manufacturing building in Newark, New
York, the adjacent building of approximately 140,000 square feet and approximately 65 acres of
contiguous land. Pursuant to the lease, we delivered a down payment in the amount of $440 and paid
the local governmental authority annual installments in the amount of $50 through December 2001
decreasing to approximately $30 annually for the periods commencing December 2001 and ending
December 2007. Upon expiration of the lease in December 2007, we took ownership of the facility.
In addition, we lease approximately 35,000 square feet in a facility based in Abingdon, England. We
lease approximately 19,900 square feet in a facility located in Waco, Texas. We lease
approximately 130,000 square feet in four buildings in Shenzhen, China. We lease approximately
14,000 square feet in a facility located in West Point, Mississippi. We lease approximately 7,200
square feet in a facility located in Woodinville, Washington. We lease 12,614 square feet in a
facility located in Clearwater, Florida. We lease approximately 2,650 square feet in a facility
located in Alpharetta, Georgia. We lease approximately 15,000 square feet in Hollywood, Maryland.
All locations, with the exception of the Alpharetta, Georgia location, consist of administrative
offices, manufacturing and production facilities and an
engineering department. The Alpharetta location consists of a warehouse and administrative
offices. The Shenzhen location includes dormitory facilities. Our research and development
efforts for our battery products are conducted at our Newark, New York and Shenzhen, China
facilities, while our research and development efforts for our communications accessories are
conducted at our Newark facility and our research and development efforts for our amplifier
products are conducted at our Woodinville facility. Our corporate headquarters are located in the
Newark facility. We believe that our facilities are adequate and suitable for our current needs.
However, we may require additional manufacturing space if demand for our products continues to
grow.
We lease a facility in Abingdon, England. The term of the lease was extended and continues
until March 24, 2013. It currently has an annual rent of GBP163 (approximately $325 as of
December 31, 2007) and is subject to review every five years based on current real estate market
conditions. The next five-year review is scheduled for March 2009.
We currently lease one building in Waco, Texas, from a former related party. The lease term
is month to month and has a base monthly rent of $10.
We lease four buildings in an industrial park in Shenzhen, China. The lease term expires on
January 31, 2009. The lease has a base monthly rent of RMB132 (approximately $18 as of
December 31, 2007). Under the terms of the lease, we have a right of first refusal to purchase
the premises described in the lease from the landlord.
We lease a facility in West Point, Mississippi. The lease term commences on the completion of
the renovation work, which is currently expected to occur in the second quarter of 2008 and shall
continue for a period of three years. The lease has a base annual rent of approximately $57.
Under the terms of the lease, we have the right to extend the lease for three additional one-year
terms at our discretion.
We lease a facility in Woodinville, Washington. The lease term commenced on December 1, 2007
and expires on November 30, 2010. The lease has a base monthly rent of approximately $6 for months
1-12, approximately $7 for months 13-24 and approximately $7 for months 25-36. In addition to the
base monthly rent, we are obligated to pay monthly operating expenses, which are currently
estimated to be approximately $2.
We currently lease a facility in Clearwater, Florida, from a related party. The lease term
expires on November 15, 2010. The lease has a base monthly rent of approximately $12. In addition
to the base monthly rate, we are obligated to pay the real estate and personal property taxes
associated with the facility. Under the terms of the lease, we have the right to
24
extend the lease for one additional three-year term. The base monthly rent applicable for such an extended term is
approximately $12.
We currently lease a facility in Alpharetta, Georgia. The lease term commenced on October 1,
2007 and expires on October 31, 2010. The lease has a base monthly rent of approximately $1. The
base rent is increased by 4% on each anniversary of the commencement date of October 1, 2007. In
addition to the base monthly rent, we are obligated to pay monthly operating expenses at the
greater of less than $1 per month or our 3.2% pro-rata share of the total operating expenses.
We currently lease a facility in Hollywood, Maryland. The lease term expires on June 30,
2008. The lease has a base monthly rent of $12, plus monthly common area charges and real estate
taxes.
On occasion, we rent additional warehouse space to store inventory and non-operational
equipment.
ITEM 3. LEGAL PROCEEDINGS
We are subject to legal proceedings and claims that arise in the normal course of business.
We believe that the final disposition of such matters will not have a material adverse effect on
the financial position or results of our operations.
In conjunction with our purchase/lease of our Newark, New York facility in 1998, we entered
into a payment-in-lieu of tax agreement, which provides us with real estate tax concessions upon
meeting certain conditions. In connection with this agreement, a consulting firm performed a Phase
I and II Environmental Site Assessment, which revealed the existence of contaminated soil and
ground water around one of the buildings. We retained an engineering firm, which estimated that
the cost of remediation should be in the range of $230. In February 1998, we entered into an
agreement with a third party which provides that we and this third party will retain an
environmental consulting firm to conduct a supplemental Phase II investigation to verify the
existence of the contaminants and further delineate the nature of the environmental concern. The
third party agreed to reimburse us for fifty percent (50%) of the cost of correcting the
environmental concern on the Newark property. We have fully reserved for our portion of the
estimated liability. Test sampling was completed in the spring of 2001, and the engineering report
was submitted to the New York State Department of Environmental Conservation (“NYSDEC”) for review.
NYSDEC reviewed the report and, in January 2002, recommended additional testing. We responded by
submitting a work plan to NYSDEC, which was approved in April 2002. We sought proposals from
engineering firms to complete the remedial work contained in the work plan. A firm was selected to
undertake the remediation and in December 2003 the remediation was completed, and was overseen by
the NYSDEC. The report detailing the remediation project, which included the test results, was
forwarded to NYSDEC and to the New York State Department of Health (“NYSDOH”). The NYSDEC, with
input from the NYSDOH, requested that we perform additional sampling. A work plan for this portion
of the project was written and delivered to the NYSDEC and approved. In November 2005, additional
soil, sediment and surface water samples were taken from the area outlined in the work plan, as
well as groundwater samples from the monitoring wells. We received the laboratory analysis and
met with the NYSDEC in March 2006 to discuss the results. On June 30, 2006, the Final
Investigation Report was delivered to the NYSDEC by our outside environmental firm. In November
2006, the NYSDEC completed its review of the Final Investigation Report and requested additional
groundwater, soil and sediment sampling. A work plan to address the additional investigation was
submitted to the NYSDEC in January 2007 and was approved in April 2007. Additional investigation
work was performed in May 2007. A preliminary report of results was prepared by our outside
environmental consulting firm in August 2007 and a meeting with the NYSDEC and NYSDOH took place in
September 2007. As a result of this meeting, NYSDEC and NYSDOH have requested additional
investigation work. A work plan to address this additional investigation was submitted to and
approved by the NYSDEC in November 2007. Additional investigation work was performed in December
2007 and we are awaiting the results from our environmental consulting firm. The results of the
additional investigation requested by the NYSDEC may increase the estimated remediation costs
modestly. Through December 31, 2007, total costs incurred have amounted to approximately $195,
none of which has been capitalized. At December 31, 2007 and December 31, 2006, we had $85 and
$35, respectively, reserved for this matter.
A retail end-user of a product manufactured by one of our customers (the “Customer”), made a
claim against the Customer wherein it asserted that the Customer’s product, which is powered by one
of our batteries, does not operate according to the Customer’s product specification. No claim has
been filed against us. However, in the interest of fostering good customer relations, in September
2002, we agreed to lend technical support to the Customer in defense of its claim. Additionally,
we assured the Customer that we would honor our warranty by replacing any batteries that may be
determined to be defective. Subsequently, we learned that the end-user and the Customer settled
the matter. In February 2005, we entered into a settlement agreement with the Customer. Under the
terms of the agreement, we have agreed to provide replacement batteries for product determined to
be defective, to warrant each replacement battery under our standard warranty terms and conditions,
and to provide the Customer product at a discounted price for shipments made
25
prior to December 31, 2008 in recognition of the Customer’s administrative costs in responding to the claim of the retail
end-user. In consideration of the above, the Customer released us from any and all liability with
respect to this matter. Consequently, we do not anticipate any further expenses with regard to
this matter other than our obligation under the settlement agreement. As of December 31, 2007, we
no longer have an accrual in the warranty reserve related to anticipated replacements under this
agreement, due to the lack of actual claims for replacements during the past few years. Further,
we do not expect the ongoing terms of the settlement agreement to have a material impact on our
operations or financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
26
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
Market Information
Our Common Stock is included for quotation on the Global Market System of the National
Association of Securities Dealers Automated Quotation System (“NASDAQ”) under the symbol “ULBI.”
The following table sets forth the quarterly high and low closing sales prices of our Common
Stock during 2006 and 2007:
| |
|
|
|
|
|
|
|
|
| |
|
Closing Sales Prices |
| |
|
High |
|
Low |
2006: |
|
|
|
|
|
|
|
|
Quarter ended April 1, 2006 |
|
$ |
13.67 |
|
|
$ |
10.41 |
|
Quarter ended July 1, 2006 |
|
|
12.49 |
|
|
|
8.31 |
|
Quarter ended September 30, 2006 |
|
|
10.41 |
|
|
|
8.79 |
|
Quarter ended December 31, 2006 |
|
|
13.72 |
|
|
|
10.15 |
|
|
|
|
|
|
|
|
|
|
2007: |
|
|
|
|
|
|
|
|
Quarter ended March 31, 2007 |
|
$ |
11.74 |
|
|
$ |
8.04 |
|
Quarter ended June 30, 2007 |
|
|
10.57 |
|
|
|
9.00 |
|
Quarter ended September 29, 2007 |
|
|
12.86 |
|
|
|
10.57 |
|
Quarter ended December 31, 2007 |
|
|
20.75 |
|
|
|
12.19 |
|
Holders
As of January 14, 2008, there were 414 registered holders of record of our Common Stock.
Based upon information from our stock transfer agent, management estimates that there are
approximately 7,000 beneficial holders of our Common Stock.
Recent Sales of Unregistered Securities
None.
Dividends
We have never declared or paid any cash dividend on our capital stock. We intend to retain
earnings, if any, to finance future operations and expansion and, therefore, do not anticipate
paying any cash dividends in the foreseeable future. Any future payment of dividends will depend
upon our financial condition, capital requirements and earnings, as well as upon other factors that
the Board of Directors may deem relevant. Pursuant to our current credit facility, we are
precluded from paying any dividends.
27
ITEM 6. SELECTED FINANCIAL DATA
The financial results presented in this table include results from the last five calendar years
ended December 31, 2007, 2006, 2005, 2004 and 2003.
SELECTED FINANCIAL DATA
(In Thousands, Except Per Share Amounts)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Year Ended December 31, |
| |
|
2007 |
|
2006 |
|
2005 |
|
2004 |
|
2003 |
Statement of Operations Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
137,596 |
|
|
$ |
93,546 |
|
|
$ |
70,501 |
|
|
$ |
98,182 |
|
|
$ |
79,450 |
|
Cost of products sold |
|
|
108,822 |
|
|
|
76,103 |
|
|
|
58,243 |
|
|
|
77,880 |
|
|
|
62,354 |
|
| |
|
|
| |
Gross margin |
|
|
28,774 |
|
|
|
17,443 |
|
|
|
12,258 |
|
|
|
20,302 |
|
|
|
17,096 |
|
| |
|
|
| |
Research and development expenses |
|
|
7,000 |
|
|
|
5,097 |
|
|
|
3,751 |
|
|
|
2,633 |
|
|
|
2,505 |
|
Selling, general and administrative expenses |
|
|
21,973 |
|
|
|
15,303 |
|
|
|
11,409 |
|
|
|
10,771 |
|
|
|
8,610 |
|
Impairment of long lived assets |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,803 |
|
|
|
— |
|
| |
|
|
| |
Total operating and other expenses |
|
|
28,973 |
|
|
|
20,400 |
|
|
|
15,160 |
|
|
|
15,207 |
|
|
|
11,115 |
|
| |
|
|
Operating income (loss) |
|
|
(199 |
) |
|
|
(2,957 |
) |
|
|
(2,902 |
) |
|
|
5,095 |
|
|
|
5,981 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest (expense)/income, net |
|
|
(2,184 |
) |
|
|
(1,298 |
) |
|
|
(636 |
) |
|
|
(482 |
) |
|
|
(520 |
) |
Gain on insurance settlement |
|
|
— |
|
|
|
191 |
|
|
|
— |
|
|
|
214 |
|
|
|
— |
|
Gain on McDowell settlement |
|
|
7,550 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Write-off of UTI investment and note
receivable |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3,951 |
) |
|
|
— |
|
Gain from forgiveness of debt/grant |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
781 |
|
Other income (expense), net |
|
|
493 |
|
|
|
311 |
|
|
|
(318 |
) |
|
|
352 |
|
|
|
311 |
|
| |
|
|
| |
Income/(loss) before income taxes |
|
|
5,660 |
|
|
|
(3,753 |
) |
|
|
(3,856 |
) |
|
|
1,228 |
|
|
|
6,553 |
|
| |
|
|
Income tax provision-current |
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
32 |
|
|
|
106 |
|
Income tax provision/(benefit)-deferred |
|
|
77 |
|
|
|
23,735 |
|
|
|
486 |
|
|
|
(21,136 |
) |
|
|
— |
|
| |
|
|
Total income taxes |
|
|
77 |
|
|
|
23,735 |
|
|
|
489 |
|
|
|
(21,104 |
) |
|
|
106 |
|
| |
|
|
| |
Net income (loss) |
|
$ |
5,583 |
|
|
$ |
(27,488 |
) |
|
$ |
(4,345 |
) |
|
$ |
22,332 |
|
|
$ |
6,447 |
|
| |
|
|
Net income (loss) per share-basic |
|
$ |
0.36 |
|
|
$ |
(1.84 |
) |
|
$ |
(0.30 |
) |
|
$ |
1.59 |
|
|
$ |
0.49 |
|
| |
|
|
Net income (loss) per share-diluted |
|
$ |
0.36 |
|
|
$ |
(1.84 |
) |
|
$ |
(0.30 |
) |
|
$ |
1.48 |
|
|
$ |
0.46 |
|
| |
|
|
| |
Weighted average shares outstanding-basic |
|
|
15,316 |
|
|
|
14,906 |
|
|
|
14,551 |
|
|
|
14,087 |
|
|
|
13,132 |
|
| |
|
|
Weighted average shares outstanding-diluted |
|
|
15,557 |
|
|
|
14,906 |
|
|
|
14,551 |
|
|
|
15,074 |
|
|
|
13,917 |
|
| |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
December 31, |
| |
|
2007 |
|
2006 |
|
2005 |
|
2004 |
|
2003 |
Balance Sheet Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and available-for-sale securities |
|
$ |
2,245 |
|
|
$ |
720 |
|
|
$ |
3,214 |
|
|
$ |
11,529 |
|
|
$ |
882 |
|
Working capital |
|
$ |
26,461 |
|
|
$ |
18,070 |
|
|
$ |
20,979 |
|
|
$ |
30,645 |
|
|
$ |
14,702 |
|
Total assets |
|
$ |
122,048 |
|
|
$ |
97,758 |
|
|
$ |
80,757 |
|
|
$ |
81,134 |
|
|
$ |
52,352 |
|
Total long-term debt and capital
lease obligations |
|
$ |
16,224 |
|
|
$ |
20,043 |
|
|
$ |
25 |
|
|
$ |
7,215 |
|
|
$ |
68 |
|
Stockholders’ equity |
|
$ |
63,007 |
|
|
$ |
39,589 |
|
|
$ |
62,107 |
|
|
$ |
63,625 |
|
|
$ |
34,430 |
|
28
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for
forward-looking statements. This report contains certain forward-looking statements and
information that are based on the beliefs of management as well as assumptions made by and
information currently available to management. The statements contained in this report relating to
matters that are not historical facts are forward-looking statements that involve risks and
uncertainties, including, but not limited to, future demand for our products and services,
addressing the process of U.S. military procurement, the successful commercialization of our
products, general economic conditions, government and environmental regulation, finalization of
non-bid government contracts, competition and customer strategies, technological innovations in the
non-rechargeable and rechargeable battery industries, changes in our business strategy or
development plans, capital deployment, business disruptions, including those caused by fires, raw
materials supplies, environmental regulations, and other risks and uncertainties, certain of which
are beyond our control. Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may differ materially from those described
herein as anticipated, believed, estimated or expected. See Risk Factors in Item 1A of this report.
The following discussion and analysis should be read in conjunction with the Consolidated
Financial Statements and Notes thereto appearing elsewhere in this report.
The financial information in this Management’s Discussion and Analysis of Financial Condition
and Results of Operations is presented in thousands of dollars, except for per share amounts.
General
We offer products and services ranging from portable and standby power solutions to
communications and electronics systems. Through our engineering and collaborative approaches to
problem solving, we serve government, defense and commercial customers across the globe. We
design, manufacture, install and maintain power and communications systems including: portable and
standby power systems, communications and electronics systems and accessories, and custom
engineered systems, solutions and services. We sell our products worldwide through a variety of
trade channels, including original equipment manufacturers (“OEMs”), industrial and retail
distributors, national retailers and directly to U.S. and international defense departments.
We report our results in four operating segments: Non-Rechargeable Products, Rechargeable
Products, Communications Systems and Design and Installation Services. The Non-Rechargeable
Products segment includes: lithium 9-volt, cylindrical and various other non-rechargeable
batteries, including seawater-activated batteries. The Rechargeable Products segment includes:
rechargeable batteries, charging systems, uninterruptable power supplies and accessories, such as
cables. In 2006, as a result of the acquisition of McDowell, we formed a new segment,
Communications Accessories, which was renamed Communications Systems in 2007. The Communications
Systems segment includes: power supplies, cable and connector assemblies, RF amplifiers, amplified
speakers, equipment mounts, case equipment and integrated communication system kits. In the fourth
quarter of 2007, as a result of the acquisitions of RedBlack and SPS, we renamed our Technology
Contracts segment to Design and Installation Services. The Design and Installation Services
segment includes: standby power and communications and electronics systems design, installation and
maintenance activities and revenues and related costs associated with various development
contracts. We look at our segment performance at the gross margin level, and we do not allocate
research and development or selling, general and administrative costs against the segments. All
other items that do not specifically relate to these four segments and are not considered in the
performance of the segments are considered to be Corporate charges. (See Note 10 in the Notes to
Consolidated Financial Statements.)
We continually evaluate ways to grow, including opportunities to expand through mergers,
acquisitions and business partnerships. On May 19, 2006, we acquired 100% of the equity securities
of ABLE New Energy Co., Ltd. (“ABLE”), an established manufacturer of lithium batteries located in
Shenzhen, China. The total consideration given was a combination of cash and equity. The initial
cash portion of the purchase price was $1,896 (net of $104 in cash acquired), with an additional
$500 cash payment contingent on the achievement of certain performance milestones, payable in
separate $250 increments, when cumulative ABLE revenues from the date of acquisition attain $5,000
and $10,000, respectively. In August 2007, the $5,000 cumulative revenues milestone was attained,
and as such, we have recorded the first $250 contingent cash payment. The equity portion of the
purchase price consisted of 96,247 shares of our common stock, valued at $1,000, and 100,000 stock
warrants valued at $526, for a total equity consideration of $1,526. (See Note 2 in Notes to
Consolidated Financial Statements for additional information.)
On July 3, 2006, we finalized the acquisition of substantially all of the assets of McDowell
Research, Ltd. (“McDowell”), a manufacturer of military communications accessories located in Waco,
Texas. Under the terms of the
29
acquisition agreement, the purchase price of approximately $25,000
consisted of $5,000 in cash and a $20,000 non-transferable, subordinated convertible promissory
note to be held by the sellers. In addition, the purchase price was subject to a post-closing
adjustment based on a final valuation of trade accounts receivable, inventory and trade accounts
payable that were acquired or assumed on the date of the closing, using a base value of $3,000.
The final net value of these assets, under our contractual obligation under the acquisition
agreement, was $6,389, resulting in a revised purchase price of approximately $28,448. On November
16, 2007, we finalized a settlement agreement with the sellers of McDowell, which resolved various
operational issues that arose during the first several months following the acquisition that
significantly reduced our profit margins. The settlement agreement reduced the overall purchase
price by approximately $7,900, by reducing the principal amount on the convertible note from
$20,000 to $14,000, and eliminating a $1,889 liability related to the Purchase Price Adjustment
formula. In addition, the interest rate on the convertible notes was increased from 4% to 5% and
we made prepayments totaling $3,500 on the convertible notes. In January 2008, the convertible
notes were converted in full into 700,000 shares of our common stock. (See Note 2 in Notes to
Consolidated Financial Statements for additional information.)
On September 28, 2007, we finalized the acquisition of all the issued and outstanding shares
of common stock of Innovative Solutions Consulting, Inc. (“ISC”), a provider of a full range of
engineering and technical services for communication electronic systems to government agencies and
prime contractors located in Hollywood, Maryland. In January 2008, we renamed ISC to RedBlack
Communications, Inc. (“RedBlack”). The initial cash purchase price was $943 (net of $57 in cash
acquired), with up to $2,000 in additional cash consideration contingent on the achievement of
certain sales milestones. The additional cash consideration is payable in up to three annual
payments and subject to possible adjustments as set forth in the stock purchase agreement. (See
Note 2 to Consolidated Financial Statements for additional information.)
On November 16, 2007, we completed the acquisition of all of the issued and outstanding shares
of common stock of Stationary Power Services, Inc. (“SPS”), an infrastructure power management
services firm specializing in engineering, installation and preventative maintenance of standby
power systems, uninterruptible power supply systems, DC power systems and switchgear/control
systems for the telecommunications, aerospace, banking and information services industries located
in Clearwater, Florida. Under the terms of the stock purchase agreement, the initial purchase price
of $10,000 consisted of $5,889 (net of $111 in cash acquired) in cash and a $4,000 subordinated
convertible promissory note to be held by the seller. In addition, on the achievement of certain
post-acquisition sales milestones, we will issue up to an aggregate amount of 100,000 shares of our
common stock. (See Note 2 in the Notes to Consolidated Financial Statements for additional
information.)
On November 16, 2007, we completed the acquisition of all of the issued and outstanding shares
of common stock of Reserve Power Systems, Inc. (“RPS”), an affiliate of SPS, and a supplier of
lead acid batteries primarily for use by SPS in the design and installation of standby power
systems. Under the terms of the stock purchase agreement, the initial purchase price consisted of
100,000 shares of our common stock, valued at $1,383. In addition, on the achievement of certain
post-acquisition sales milestones, we will pay the sellers, in cash, 5% of sales up to the sales in
the operating plan, and 10% of sales that exceed the sales in the operating plan, for the remainder
of the calendar year 2007 and for calendar years 2008, 2009 and 2010. The additional contingent
cash consideration is payable in annual installments, and excludes sales made to SPS, which
historically have comprised substantially all of RPS’s sales. (See Note 2 in the Notes to
Consolidated Financial Statements for additional information.)
Subsequent to our fourth quarter 2007 earnings release dated February 28, 2008, we
reclassified certain short-term liabilities related to the term loan component of our credit
facility to long-term liabilities as of December 31, 2007. As a result, our Consolidated Balance
Sheet as of December 31, 2007 has been adjusted accordingly, resulting in a decrease of $1,167 in
current liabilities and a corresponding increase in long-term liabilities. The Consolidated
Statement of Operations was not impacted by this adjustment.
Currently, we do not experience significant seasonal sales trends in any of our operating
segments, although sales to the U.S. Defense Department and other international defense
organizations can be sporadic based on the needs of those particular customers.
30
Results of Operations
Twelve Months Ended December 31, 2007 Compared With the Twelve Months Ended December 31, 2006
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
12 Months Ended |
|
Increase / |
| |
|
12/31/2007 |
|
12/31/2006 |
|
(Decrease) |
| |
|
|
Revenues |
|
$ |
137,596 |
|
|
$ |
93,546 |
|
|
$ |
44,050 |
|
Cost of products sold |
|
|
108,822 |
|
|
|
76,103 |
|
|
|
32,719 |
|
| |
|
|
Gross margin |
|
|
28,774 |
|
|
|
17,443 |
|
|
|
11,331 |
|
Operating and other expenses |
|
|
28,973 |
|
|
|
20,400 |
|
|
|
8,573 |
|
| |
|
|
Operating income |
|
|
(199 |
) |
|
|
(2,957 |
) |
|
|
2,758 |
|
Other (expense) income, net |
|
|
5,859 |
|
|
|
(796 |
) |
|
|
6,655 |
|
| |
|
|
Income before taxes |
|
|
5,660 |
|
|
|
(3,753 |
) |
|
|
9,413 |
|
Income tax provision/(benefit) |
|
|
77 |
|
|
|
23,735 |
|
|
|
(23,658 |
) |
| |
|
|
Net (loss)/income |
|
$ |
5,583 |
|
|
$ |
(27,488 |
) |
|
$ |
33,071 |
|
| |
|
|
Net (loss)/income per share — basic |
|
$ |
0.36 |
|
|
$ |
(1.84 |
) |
|
$ |
2.20 |
|
| |
|
|
Net (loss)/income per share — diluted |
|
$ |
0.36 |
|
|
$ |
(1.84 |
) |
|
$ |
2.20 |
|
| |
|
|
| |
Weighted average shares outstanding-basic |
|
|
15,316,000 |
|
|
|
14,906,000 |
|
|
|
410,000 |
|
| |
|
|
Weighted average shares outstanding-diluted |
|
|
15,557,000 |
|
|
|
14,906,000 |
|
|
|
651,000 |
|
| |
|
|
Revenues. Total revenues for the twelve months ended December 31, 2007 amounted to $137,596,
an increase of $44,050, or 47% from the $93,546 reported for the twelve months ended December 31,
2006.
Non-Rechargeable product sales increased $12,483, or 18%, from $67,779 last year to $80,262
this year. The increase in revenues was mainly attributable to an increase in sales of batteries
to international defense organizations, an increase in demand from automotive telematics customers,
and a full year contribution from ABLE which was acquired in mid-2006, offset in part by lower
9-volt battery revenues.
Rechargeable product revenues decreased $989, or 6%, from $17,745 last year to $16,756 this
year. The decrease in revenues was attributable to a strong prior year in which we shipped a large
order of batteries and chargers for an IED jammer application.
Sales of communications systems increased $29,707, or 400%, from $7,433 last year to $37,140
this year. This increase in revenues was mainly attributable to a growing demand for advanced
communications systems and kits sold to government/defense customers, including systems such as
SATCOM-On-The-Move and other systems that provide a person with the ability to significantly extend
the range of a communications radio. In addition, since McDowell was acquired in July 2006, only a
partial year’s results were included in 2006.
Design and Installation Services revenues increased $2,849, or 484%, from $589 last year to
$3,438 this year. This increase in revenues was mainly attributable to the added contributions
from the acquisitions of RedBlack in September 2007 and SPS in November 2007.
Cost of Products Sold. Cost of products sold increased $32,719, or 43%, from $76,103 for the
year ended December 31, 2006 to $108,822 for the year ended December 31, 2007, primarily as a
result of the increase in revenues. Consolidated cost of products sold as a percentage of total
revenue decreased from 81% for the twelve months ended December 31, 2006 to 79% for the year ended
December 31, 2007. Correspondingly, consolidated gross margins were 21% for the year ended
December 31, 2007, compared with 19% for the year ended December 31, 2006, generally attributable to higher sales and
production volumes and a more favorable sales mix of higher margin products.
In the Non-Rechargeable products segment, the cost of products sold increased $6,594, from
$55,921 in the year ended December 31, 2006 to $62,515 in 2007, mainly related to higher sales and
production volumes. Non-Rechargeable gross margins for 2007 were $17,747, or 22%, an increase of
$5,889 from 2006’s gross margin of $11,858, or 17%. This increase in gross margin was mainly
attributable to shipments of higher margin products to international customers.
In the Rechargeable products segment, the cost of products sold decreased $745, from $13,923
in 2006 to $13,178 in 2007. Rechargeable gross margins for 2007 were $3,578, or 21%, a decrease of
$244 from 2006’s gross margin of $3,822, or 22%. This decrease in gross margin was the result of
the decline in sales volumes and a modest change in sales mix.
31
In the Communications Systems segment, the cost of products sold increased $24,785, from
$5,662 in 2006 to $30,447 in 2007, reflective of the increase in revenues. Communications Systems
gross margins for 2007 were $6,693, or 18%, a decrease from 2006’s gross margin of $1,771, or 24%.
The decrease in gross margin percentages was mainly related to operational issues incurred at our
Waco, Texas operation shortly after the acquisition of McDowell in July 2006 that resulted in the
procurement of premium cost inventory, increasing our Cost of goods sold during 2007 as this
inventory was sold to customers. As a result of manufacturing inefficiencies at that facility, we
relocated the Waco operations to our Newark, New York facility during the third and fourth quarters
of 2007, to instill better processes and manufacturing disciplines. The actual costs associated
with this relocation were relatively modest, amounting to approximately $156. In addition, we
encountered certain inefficiencies in our manufacturing process during the fourth quarter as we
ramped up our production operation to begin to fulfill certain large orders we received during the
latter portion of 2007 for advanced communications systems, as we increased our workforce and
trained new people on processes, procedures and systems.
Design and Installation Services cost of sales increased $2,085, from $597 for the year ended
December 31, 2006, to $2,682 in 2007. Design and Installation Services gross margins for 2007 were
$756, or 22%, an increase from 2006’s gross margin of ($8), or (1)%. This increase was mainly due
to varying margins realized under different technology contracts, in addition to the contribution
from RedBlack and SPS.
Operating and Other Expenses. Total operating expenses increased $8,573, from $20,400 for the
year ended December 31, 2006 to $28,973 for the year ended December 31, 2007. Overall, operating
expenses as a percentage of sales decreased to 21% in 2007 from 22% reported the prior year.
Research and development costs were $7,000 in 2007, an increase of $1,903, or 37%, over the $5,097
reported in 2006. This increase was mainly due to greater investments in the development of
various new products, including products resulting from our acquisitions and support for a broader
base of products. In addition to the research and development line shown in Operating Expenses, we
also consider our efforts associated with technology contracts for which we are paid (revenues and
related costs are included in the Design and Installation Services segment), to be related to key
product development efforts. Selling, general, and administrative expenses increased $6,670, or
44%, to $21,973, mainly related to costs associated with acquired companies and costs associated
with providing a significantly higher level of support to enhance the growth prospects of these
acquisitions, including increased personnel-related costs, and higher professional fees incurred
and corporate costs required to support a broader, more diverse business. Included in research and
development and selling, general and administrative expenses is $2,317 for 2007 in amortization
expense associated with intangible assets related to our acquisitions ($1,290 in selling, general
and administrative expenses and $1,027 in research and development costs), an increase of $1,118
from the prior year amount of $1,199, driven by the timing of the acquisitions.
Other Income (Expense). Interest expense (net) increased $886, from $1,298 for the year ended
December 31, 2006 to $2,184 for the year ended December 31, 2007. This change was mainly related
to higher interest on convertible debt and higher borrowings under our revolving credit facility.
We recorded a gain on the McDowell settlement of $7,550 as a result of a negotiated reduction in
the purchase price that was finalized in November 2007 (see Note 2 for additional information).
Miscellaneous income/expense amounted to income of $493 for 2007 compared with income of $311 for
2006. This income was primarily due
to foreign currency exchange gains, and the increase related mainly to the strengthening of
the U.K. pound sterling compared with the U. S. dollar.
Income Taxes. We reflected a tax provision of $77 for the twelve-month period ended December
31, 2007 compared with $23,735 in the same period of 2006. At the end of 2006, we recorded a full
valuation allowance on our net deferred tax asset, due to the determination that it was more likely
than not that we would not be able to utilize these benefits in the future. At December 31, 2007,
we continue to recognize a full valuation allowance on our net deferred tax asset, as we believe
that it is more likely than not that we will not be able to utilize these benefits in the future.
(See Notes 1 and 8 for additional information.) We continually monitor the assumptions and
performance results to assess the realizability of the tax benefits of the U.S. and U.K. net
operating losses and other deferred tax assets.
Net Income. Net income was $5,583, or $0.36 per basic and diluted common share, for the year
ended December 31, 2007 compared with a net loss of $27,488, or $1.84 per basic and diluted common
share, for the year ended December 31, 2006, primarily as a result of an improvement in the
operating loss due to improved profit margins on revenues and overall increase in sales volumes,
the recognition of a non-operating gain on the McDowell settlement, and the recognition of a full
valuation allowance against our deferred tax asset in 2006 that did not reoccur in 2007. Average
common shares outstanding used to compute diluted earnings per share increased from 14,906,000 in
2006 to 15,557,000 in 2007, mainly due to stock option exercises, the dilutive impact from
unexercised options and warrants, and the partial-year impact of the limited public offering
completed in November 2007 where an additional 1,000,000 shares were issued.
32
Twelve Months Ended December 31, 2006 Compared With the Twelve Months Ended December 31, 2005
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
12 Months Ended |
|
Increase / |
| |
|
12/31/2006 |
|
12/31/2005 |
|
(Decrease) |
| |
|
|
Revenues |
|
$ |
93,546 |
|
|
$ |
70,501 |
|
|
$ |
23,045 |
|
Cost of products sold |
|
|
76,103 |
|
|
|
58,243 |
|
|
|
17,860 |
|
| |
|
|
Gross margin |
|
|
17,443 |
|
|
|
12,258 |
|
|
|
5,185 |
|
Operating and other expenses |
|
|
20,400 |
|
|
|
15,160 |
|
|
|
5,240 |
|
| |
|
|
Operating income |
|
|
(2,957 |
) |
|
|
(2,902 |
) |
|
|
(55 |
) |
Other (expense) income, net |
|
|
(796 |
) |
|
|
(954 |
) |
|
|
158 |
|
| |
|
|
Income before taxes |
|
|
(3,753 |
) |
|
|
(3,856 |
) |
|
|
103 |
|
Income tax provision/(benefit) |
|
|
23,735 |
|
|
|
489 |
|
|
|
23,246 |
|
| |
|
|
Net (loss)/income |
|
$ |
(27,488 |
) |
|
$ |
(4,345 |
) |
|
$ |
(23,143 |
) |
| |
|
|
Net (loss)/income per share — basic |
|
$ |
(1.84 |
) |
|
$ |
(0.30 |
) |
|
$ |
(1.54 |
) |
| |
|
|
Net (loss)/income per share — diluted |
|
$ |
(1.84 |
) |
|
$ |
(0.30 |
) |
|
$ |
(1.54 |
) |
| |
|
|
| |
Weighted average shares outstanding-basic |
|
|
14,906,000 |
|
|
|
14,551,000 |
|
|
|
355,000 |
|
| |
|
|
Weighted average shares outstanding-diluted |
|
|
14,906,000 |
|
|
|
14,551,000 |
|
|
|
355,000 |
|
| |
|
|
Revenues. Total revenues for the twelve months ended December 31, 2006 amounted to $93,546,
an increase of $23,045, or 33% from the $70,501 reported for the twelve months ended December 31,
2005.
Non-Rechargeable product sales increased $9,270, or 16%, year-over-year, driven mainly by an
increase in sales of automotive telematics backup batteries and higher sales of 9-volt batteries,
as well as $2,694 attributable to the addition of ABLE in May of 2006.
Rechargeable product revenues rose $7,678, or 76%, from $10,067 to $17,745, mainly due to
higher shipments of multi-cell lithium ion rechargeable battery packs and charger systems, sold
primarily to government customers.
Sales of communications systems amounted to $7,433 in 2006 reflecting sales of various
products related to McDowell, which was acquired in July 2006. We had no comparable sales in 2005.
Design and installation services revenues, consisting of technology contracts, decreased
$1,336 to $589 for the year ended December 31, 2006, mainly due to the completion of work on our
development contract with General Dynamics.
Cost of Products Sold. Cost of products sold increased $17,860 from $58,243 for the year
ended December 31, 2005 to $76,103 for the year ended December 31, 2006, primarily as a result of
the increase in revenues. Consolidated cost of products sold as a percentage of total revenue
decreased from 83% for the twelve months ended December 31, 2005 to 81% for the year ended December
31, 2006. Correspondingly, consolidated gross margins were 19% for the year ended December 31,
2006, compared with 17% for the year ended December 31, 2005, mainly attributable to margin
improvements in Rechargeable product sales in addition to margins generated in communications
systems.
In the Non-Rechargeable products segment, the cost of products sold increased $8,295, from
$47,626 in the year ended December 31, 2005 to $55,921 in 2006, mainly related to higher production
volumes and shipments. As a percent of total non-rechargeable battery sales, the cost of
non-rechargeable products sold for the year ended December 31, 2006 was 83%, an increase over the
81% reported for the year ended December 31, 2005. The corresponding non-rechargeable gross
margins were 17% in 2006 and 19% in 2005. Gross margins in 2006 were adversely impacted as costs in the second half of the year were
higher than expected due to certain operating inefficiencies in our 9-volt operations that have
subsequently been resolved, in addition to a shift in sales mix.
In the Rechargeable products segment, the cost of products sold increased $5,172, from $8,751
in 2005 to $13,923 in 2006. Rechargeable gross margins for 2006 were $3,822, or 22%, an increase of
$2,506 over 2005’s gross margin of $1,316, or 13%. This improvement in gross margin was
attributable to higher sales volumes and a more favorable sales mix.
Cost of products sold in Communications Systems amounted to $5,662 in 2006, reflecting a gross
margin of 24%.
Design and installation services cost of sales, consisting of technology contracts, decreased
$1,269, from $1,866 for the year ended December 31, 2005, to $597 in 2006. This decline in costs
was related to a decrease in revenue in the segment.
33
Design and installation services cost of sales as a percentage of revenue was 101% for the year ended December 31, 2006, compared with 97%
for the year ended December 31, 2005. Correspondingly, gross margins were a 1% loss in 2006
compared with a 3% profit in 2005. This margin decline was mainly due to adjustments in the
estimated costs to complete our contracts with General Dynamics and Harris RF Communications as
these projects transition from development to production.
Operating and Other Expenses. Total operating expenses increased $5,240, from $15,160 for the
year ended December 31, 2005 to $20,400 for the year ended December 31, 2006. Excluding the impact
of expensing stock options of $1,286 ($1,193 in selling, general, and administrative expenses and
$93 in research and development charges) related to the adoption of FAS 123R in 2006, operating
expenses increased $3,954. Amortization expense associated with the recognition of intangible
assets related to the acquisitions of ABLE and McDowell created $1,199 ($580 in selling, general,
and administrative expenses and $619 in research and development charges) in additional operating
expenses, and ongoing operating expenses from the newly acquired companies added approximately
$3,100 of operating expenses in 2006. Research and development charges increased $1,346 to $5,097
in 2006 due to added development costs associated with the addition of McDowell’s R&D expenses and
the amortization of intangible assets in 2006. In addition to the R&D line shown in Operating
Expenses, we also consider our efforts for technology contracts included in our Design and
Installation Services segment to be related to key product development efforts. Selling, general,
and administrative expenses increased $3,894 to $15,303. Excluding the impact of expensing stock
options, selling, general, and administrative expenses increased $2,701 primarily related to
additional operating costs associated with the newly acquired entities, in addition to integration
costs and the amortization of intangible assets in 2006. Overall, operating and other expenses as
a percentage of sales were 22% in 2006, consistent with 2005.
Other Income (Expense). Interest expense (net) increased $662, from $636 for the year ended
December 31, 2005 to $1,298 for the year ended December 31, 2006. This change was mainly related
to interest on the $20,000 convertible note issued to partially finance the McDowell acquisition in
July 2006, lower interest income on lower invested cash, and higher interest rates associated with
our outstanding bank debt. During 2006, we recorded a $191 gain from an insurance settlement
related to the finalization of an insurance claim for our U.K. operation. (See Note 13 for
additional information.) Miscellaneous income/expense amounted to income of $311 in 2006 compared
with an expense of $318 for 2005. This change resulted mainly from changes in foreign currency
exchange rates, related primarily to the translation impact of our U.S. dollar-denominated loan
with our UK subsidiary.
Income Taxes. We reflected a tax provision of $23,735 for the twelve-month period ended
December 31, 2006 compared with $489 in the same period of 2005. At the end of 2004, based on our
assessment, a deferred tax asset was recorded to the expected future tax benefit to be received
relating to our U.S. operations. This was due to our profitable track record and expected
continued profitability; the asset was recorded since it was determined to be more likely than not
to be realized. We continually assess the carrying value of this asset based on relevant
accounting standards. In the fourth quarter of 2006, our assessment concluded that we needed to
reestablish a full valuation allowance against this deferred tax asset. The reestablishment of
this valuation allowance generated a $24,116 non-cash charge to income taxes in the
fourth quarter of 2006. As we reestablish a pattern of profitability, we will continue to
reassess the need for a valuation allowance.
Included in the 2005 provision is a $1,456 impact from a change in the New York State income
tax law in the second quarter of 2005, which caused a reduction to the associated deferred tax
asset. In April 2005, legislation was enacted in New York State that changed the apportionment
methodology for corporate income from a “three factor formula” comprised of payroll, property and
sales, to one which uses only sales. This change is to be phased in beginning in 2006, and the
change is fully effective for the tax year 2008 and thereafter. It is expected that this
legislative change, when fully implemented, will result in a reduction in our New York State
effective tax rate from approximately 2.46% to 0.03%. Excluding the New York State tax provision,
the 2005 benefit related mainly from the year-to-date loss before income taxes for U.S. operations.
(See Notes 1 and 8 for additional information.)
Net Loss. Net loss was $27,488, or $1.84 per basic and diluted common share, for the year
ended December 31, 2006 compared with a net loss of $4,345, or $0.30 per basic and diluted common
share, for the year ended December 31, 2005, primarily as a result of the non-cash charge to income
taxes in 2006. Average common shares outstanding used to compute basic earnings per share
increased from 14,551,000 in 2005 to 14,906,000 in 2006, mainly due to stock option and warrant
exercises in 2006.
Adjusted EBITDA
In evaluating our business, we consider and use Adjusted EBITDA, a non-GAAP financial measure,
as a supplemental measure of our operating performance. We define Adjusted EBITDA as net income
(loss) before net interest expense, provision (benefit) for income taxes, depreciation and
amortization, plus/minus expenses/income that we do not consider reflective of our ongoing
operations. We use Adjusted EBITDA as a supplemental measure to review
34
and assess our operating performance and to enhance comparability between periods. We also believe the use of Adjusted
EBITDA facilitates investors’ use of operating performance comparisons from period to period and
company to company by backing out potential differences caused by variations in such items as
capital structures (affecting relative interest expense and stock-based compensation expense), the
book amortization of intangible assets (affecting relative amortization expense), the age and book
value of facilities and equipment (affecting relative depreciation expense) and other significant
non-cash, non-operating expenses or income. We also present Adjusted EBITDA because we believe it
is frequently used by securities analysts, investors and other interested parties as a measure of
financial performance. We reconcile Adjusted EBITDA to net income (loss), the most comparable
financial measure under U.S. generally accepted accounting principles (“U.S. GAAP”).
We use Adjusted EBITDA in our decision-making processes relating to the operation of our
business together with U.S. GAAP financial measures such as income (loss) from operations. We
believe that Adjusted EBITDA permits a comparative assessment of our operating performance,
relative to our performance based on our U.S. GAAP results, while isolating the effects of
depreciation and amortization, which may vary from period to period without any correlation to
underlying operating performance, and of non-cash stock-based compensation, which is a non-cash
expense that varies widely among companies. We provide information relating to our Adjusted EBITDA
so that securities analysts, investors and other interested parties have the same data that we
employ in assessing our overall operations. We believe that trends in our Adjusted EBITDA are a
valuable indicator of our operating performance on a consolidated basis and of our ability to
produce operating cash flows to fund working capital needs, to service debt obligations and to fund
capital expenditures.
The term Adjusted EBITDA is not defined under U.S. GAAP, and is not a measure of operating
income, operating performance or liquidity presented in accordance with U.S. GAAP. Our Adjusted
EBITDA has limitations as an analytical tool, and when assessing our operating performance,
Adjusted EBITDA should not be considered in isolation, or as a substitute for net income (loss) or
other consolidated statement of operations data prepared in accordance with U.S. GAAP. Some of
these limitations include, but are not limited to, the following:
| |
• |
|
Adjusted EBITDA (1) does not reflect our cash expenditures or future requirements
for capital expenditures or contractual commitments; (2) does not reflect changes in,
or cash requirements for, our working capital needs; (3) does not reflect the
interest expense, or the cash requirements necessary to service interest or principal
payments, on our debt; (4) does not reflect income taxes or the cash requirements for
any tax payments; and (5) does not reflect all of the costs associated with operating
our business; |
| |
| |
• |
|
although depreciation and amortization are non-cash charges, the assets being
depreciated and amortized often will have to be replaced in the future, and Adjusted
EBITDA does not reflect any cash requirements for such replacements; |
| |
| |
• |
|
while stock-based compensation is a component of cost of products sold and
operating expenses, the impact on our consolidated financial statements compared to
other companies can vary significantly due to such factors as assumed life of the
stock-based awards and assumed volatility of our common stock; and |
| |
| |
• |
|
other companies may calculate Adjusted EBITDA differently than we do, limiting its
usefulness as a comparative measure. |
35
We compensate for these limitations by relying primarily on our U.S. GAAP results and using
Adjusted EBITDA only supplementally. Adjusted EBITDA is calculated as follows for the periods
presented:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Years ended December 31, |
|
| |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Net income (loss) |
|
$ |
5,583 |
|
|
$ |
(27,488 |
) |
|
$ |
(4,345 |
) |
Add: interest expense, net |
|
|
2,184 |
|
|
|
1,298 |
|
|
|
636 |
|
Add: income tax provision (benefit) |
|
|
77 |
|
|
|
23,735 |
|
|
|
489 |
|
Add: depreciation expense |
|
|
3,861 |
|
|
|
3,667 |
|
|
|
3,181 |
|
Add: amortization expense |
|
|
2,317 |
|
|
|
1,199 |
|
|
|
— |
|
Add: stock-based compensation expense |
|
|
2,149 |
|
|
|
1,480 |
|
|
|
— |
|
Less: gain on McDowell settlement |
|
|
(7,550 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
$ |
8,621 |
|
|
$ |
3,891 |
|
|
$ |
(39 |
) |
|
|
|
|
|
|
|
|
|
|
Liquidity and Capital Resources
Cash Flows and General Business Matters
As of December 31, 2007, cash and cash equivalents totaled $2,245. During the twelve months
ended December 31, 2007, we generated $1,569 of cash from operating activities as compared to
generating $151 of cash for the twelve months ended December 31, 2006. The cash from operating
activities generated during 2007 was mainly attributable to our pre-tax income of $5,583, plus an
addback for non-cash expenses of depreciation, amortization and stock-based compensation of $8,327,
offset by a deduction of $7,550 for the non-cash gain from the McDowell settlement agreement.
Approximately $6,114 of cash was used for working capital due mainly to an increase in inventories
that resulted from sizeable orders for communications systems in the latter part of 2007. The cash
generated from operating activities of $151 during 2006 was mainly attributable to a pre-tax loss
of $3,753, offset by an addback for non-cash expenses of depreciation, amortization and stock-based
compensation of $6,346. As discussed previously, we recorded a $23,735 charge in the fourth
quarter of 2006 related to a full reserve for our deferred tax asset, which had no impact on cash.
Changes in working capital in 2006 were modest, as increases in receivables and inventories were
offset by increases in payables and other liabilities, net of the impact from acquisitions. The
increase in receivables in 2006 was related to the timing of shipments toward the end of 2006, and
the increase in payables was related to higher inventory levels needed to meet production
requirements and timing of payments to suppliers.
In 2007, we used $10,751 of cash in investing activities, $2,073 of which was used to purchase
fixed assets, and $8,678 of which was used in connection with the acquisitions of RedBlack and SPS,
as well as a contingent purchase price payout related to the ABLE acquisition. During 2007, we
generated $10,427 in net funds from financing activities. The financing activities included
inflows of $13,936 from the issuance of stock and stock option exercises, including $12,622 that
resulted from a limited public offering in November 2007 where we issued one million new shares of
common stock, and $3,308 from revolver loan borrowings, offset by principal payments on our term
loan, capital leases, and debt we assumed from acquisitions of $6,817.
Although we booked a full reserve for our deferred tax asset during the fourth quarter of 2006
and continue to carry this reserve as of December 31, 2007, we continue to have significant U.S.
NOLs available to us to utilize as an offset to taxable income. As of December 31, 2007, none of
our U.S. NOLs have expired. Over the next five years, the scheduled expirations of our U.S. NOLs
are as follows: 2008 — $2,428, 2009 — $3,303, 2010 — $2,034, 2011 — $6,158, and 2012 — $10,429.
(See Note 8 in the Notes to the Consolidated Financial Statements for additional information.)
Inventory turnover for the year ended December 31, 2007 averaged 3.0 turns compared to 3.2
turns for 2006. The decline in this metric is mainly due to the timing of production and shipments,
including maintaining a supply of raw materials for surge production for the U.S. military, and the
impact from procuring premium priced inventory at our Waco operation in the latter part of 2006.
In addition, our inventory turnover was impacted by delayed deliveries to our customers in the
fourth quarter of 2007 due to a supply chain issue at our sole supplier for a key component of our
advanced communications systems we had coordinated as we ramped-up of production at the end of 2007
to meet shipping schedules on certain large orders received during the fourth quarter. We expect
this metric to improve during 2008 as our supply chain issues are resolved and we can ship products
to our customer in a more timely fashion. Our Days Sales Outstanding
36
(DSOs) was an average of 55 days for 2007, an increase from the 2006 average of 50 days, as our customer base continues to
expand and the credit terms for non-U.S. customers are generally more lenient than for U.S.
customers.
Our
order backlog at December 31, 2007 was approximately $141,850, of which approximately
$115,506 related to recent orders for SATCOM-On-The-Move and other advanced communications systems.
The majority of the backlog was related to orders that are expected to ship throughout 2008.
As of December 31, 2007, we had made commitments to purchase approximately $326 of production
machinery and equipment, which we expect to fund through operating cash flows.
In October 2005, we received a contract valued at approximately $3,000 from the U.S. Defense
Department to purchase equipment and enhance processes to reduce lead time and increase
manufacturing efficiency to boost production surge capability of our BA-5390 battery during
contingency operations. Under the contract, we have also purchased and pre-positioned critical
long lead-time materials and subassemblies. During 2006 and 2007, we
received approximately $2,852
for completing the first four milestones under the contract, primarily related to reimbursement for
raw material inventory and the procurement of certain equipment.
We have had certain “exigent” non-bid contracts with the U.S. government that have been
subject to an audit and final price adjustment, which have resulted in decreased margins compared
with the original terms of the contracts. As of December 31, 2007, there were no outstanding
exigent contracts with the U.S. government. As part of its due diligence, the U.S. government has
conducted post-audits of the completed exigent contracts to ensure that information used in
supporting the pricing of exigent contracts did not differ materially from actual results. In
September 2005, the Defense Contracting Audit Agency (“DCAA”) presented its findings related to the
audits of three of the exigent contracts, suggesting a potential pricing adjustment of
approximately $1,400 related to reductions in the cost of materials that occurred prior to the
final negotiation of these contracts. We have reviewed these audit reports, have submitted our
response to these audits and believe, taken as a whole, the proposed audit adjustments can be
offset with the consideration of other compensating cost increases that occurred prior to the final
negotiation of the contracts. While we believe that potential exposure exists relating to any
final negotiation of these proposed adjustments, we cannot reasonably estimate what, if any,
adjustment may result when finalized. In addition, in June 2007, we received a request from the
Office of Inspector General of the Department of Defense (“DoD IG”) seeking certain information and
documents relating to our business with the Department of Defense. We are cooperating with the DoD
IG inquiry and have furnished the requested information and documents. At this time we have no
basis for assessing whether we might face any penalties or liabilities on account of the DoD IG
inquiry. The aforementioned DCAA-related adjustments could reduce margins and, along with the
aforementioned DoD IG inquiry, could have an adverse effect on our business, financial condition
and results of operation.
From August 2002 through August 2006, we participated in a self-insured trust to manage our
workers’ compensation activity for our employees in New York State. All members of this trust
have, by design, joint and several liability during the time they participate in the trust. In
August 2006, we left the self-insured trust and have obtained alternative coverage of our workers’
compensation program through a third-party insurer. In the third quarter of 2006, we confirmed
that the trust was in an underfunded position (i.e. the assets of the trust were insufficient to
cover the actuarially projected liabilities associated with the members in the trust). In the
third quarter of 2006, we recorded a liability and an associated expense of $350
as an estimate of our potential future cost related to the trust’s underfunded status. As of
December 31, 2007, we have determined that our reserve for this potential liability continues to be
reasonable. It is likely, however, that the final amount may be more or less, depending upon the
ultimate settlement of claims that remain in the trust for the period of time we were a member. It
is likely to take several years before the final resolution of outstanding workers’ compensation
claims. We will continue to review this liability periodically and make adjustments accordingly as
new information is collected.
In connection with our acquisition of ABLE on May 19, 2006, there was an additional $500 cash
payment to be made to the sellers of ABLE upon the achievement of certain performance milestones,
payable in separate $250 payments, when cumulative ABLE revenues from the date of acquisition
attain $5,000 and $10,000, respectively. The contingent payments will be recorded as an addition
to the purchase price when the performance milestones are attained. The first milestone payment
was made during the fourth quarter of 2007.
In connection with our acquisition of McDowell, the purchase price of approximately $25,000
(consisting of $5,000 in cash and a $20,000 non-transferable convertible note to be held by the
sellers) was subject to a post-closing adjustment based on a final valuation of trade accounts
receivable, inventory and trade accounts payable that were acquired or assumed on the date of the
closing, using a base value of $3,000. The final net value of these assets, under our contractual
obligation under the acquisition agreement, was $6,389, resulting in a revised purchase price of
approximately $28,448. In January 2007, we made a $1,500 payment to the sellers of McDowell as
partial payment for the remaining obligation and we
37
had accrued $1,889 for the remaining final post-closing adjustment of $3,389. On November 16, 2007, we finalized a settlement agreement with
the sellers of McDowell, which resolved various operational issues that arose during the first
several months following the acquisition that significantly reduced our profit margins. The
settlement agreement reduced the overall purchase price by approximately $7,900, by reducing the
principal amount on the convertible note from $20,000 to $14,000, and eliminating a $1,889
liability related to the Purchase Price Adjustment formula. In addition, the interest rate on the
convertible notes was increased from 4% to 5% and we made prepayments totaling $3,500 on the
convertible notes.
In connection with our acquisition of RedBlack on September 28, 2007, there is an additional
cash payment of up to $2,000 to be made contingent upon the achievement of certain annual sales
milestones through September 30, 2010. The additional cash consideration is payable in up to three
annual payments and subject to possible adjustments as set forth in the stock purchase agreement.
In connection with our acquisition of Stationary Power Services on November 16, 2007, the
purchase agreement specified an adjustment mechanism based upon SPS’s closing date net worth
balance relative to a previously-agreed amount of $500. This adjustment is still under review. In
addition, there is a contingent payout of 100,000 shares of our common stock to be earned upon the
achievement of certain post-acquisition sales milestones.
In connection with our acquisition of Reserve Power Systems on November 16, 2007, on the
achievement of certain post-acquisition sales milestones, we will pay the sellers, in cash, 5% of
sales up to the sales in the operating plan, and 10% of sales that exceed the sales in the
operating plan, for the remainder of the calendar year 2007 and for calendar years 2008, 2009 and
2010. The additional contingent cash consideration is payable in annual installments, and excludes
sales made to SPS, which historically have comprised substantially all of RPS’s sales.
Debt and Lease Commitments
At December 31, 2007, we had outstanding capital lease obligations of $514.
Our primary credit facility, which was initiated in June 2004, consists of both a term loan
component and a revolver component, and the facility is collateralized by essentially all of our
assets, including those owned by our subsidiaries. The lenders of the credit facility are JP
Morgan Chase Bank and Manufacturers and Traders Trust Company, with JP Morgan Chase Bank acting as
the administrative agent. The current revolver loan commitment is $15,000. Availability under the
revolving credit component is subject to meeting certain financial covenants. We are required to meet certain financial
covenants under the facility, as amended, including a debt to earnings ratio, a fixed charge
coverage ratio, and a current assets to total liabilities ratio. In addition, we are required to
meet certain non-financial covenants. The rate of interest, in general, is based upon either a
LIBOR rate or Prime, plus a Eurodollar spread (dependent upon a debt to earnings ratio within a
predetermined grid).
On June 30, 2004, we drew down the full $10,000 term loan that was made available to us. The
term loan is being repaid in equal monthly installments of $167 over five years. On July 1, 2004,
we entered into an interest rate swap arrangement in the notional amount of $10,000 to be effective
on August 2, 2004, related to the $10,000 term loan, in order to take advantage of historically low
interest rates. We received a fixed rate of interest in exchange for a variable rate. The swap
rate received was 3.98% for five years. The total rate of interest paid by us is equal to the swap
rate of 3.98% plus the Eurodollar spread stipulated in the predetermined grid associated with the
term loan. On January 1, 2006, the adjusted rate was 6.98%. On February 14, 2007, the adjusted
rate increased to 7.23%, on August 15, 2007, the adjusted rate decreased to 6.98%, and on November
7, 2007, the adjusted rate decreased to 5.98%. Derivative instruments are accounted for in
accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, which
requires that all derivative instruments be recognized in the financial statements at fair value.
The fair value of this arrangement at December 31, 2007 resulted in an asset of $4, all of which
was reflected as a short-term asset.
There have been several amendments to the credit facility during the past few years, including
amendments to authorize acquisitions and modify financial covenants. Effective
February 14, 2007, we entered into Forbearance and Amendment Number Six to the Credit Agreement
(“Forbearance and Amendment”) with the banks. The Forbearance and Amendment provided that the
banks would forbear from exercising their rights under the credit facility arising from our failure
to comply with certain financial covenants in the credit facility with respect to the fiscal
quarter ended December 31, 2006. Specifically, we were not in compliance with the terms of the
credit facility because we failed to maintain the required debt-to-earnings and EBIT-to-interest
ratios provided for in the credit facility at that time. The banks agreed to forbear from
exercising their respective rights and remedies under the credit facility until March 23, 2007
(“Forbearance Period”), unless we breached the Forbearance and Amendment or unless another event or
condition occurred that constituted a default under the credit facility. Each bank agreed to
continue to make revolving loans available to us during the Forbearance Period. Pursuant to the
Forbearance and Amendment, the aggregate amount of the banks’ revolving
38
loan commitment was reduced from $20,000 to $15,000. During the Forbearance Period, the applicable revolving interest rate and
the applicable term interest rate, in each case as set forth in the credit agreement, both were
increased by 25 basis points. In addition to a number of technical and conforming amendments, the
Forbearance and Amendment revised the definition of “Change in Control” in the credit facility to
provide that the acquisition of equity interests representing more than 30% of the aggregate
ordinary voting power represented by the issued and outstanding equity interests of us shall
constitute a “Change in Control” for purposes of the credit facility. Previously, the equity
interest threshold had been set at 20%.
Effective March 23, 2007, we entered into Extension of Forbearance and Amendment Number Seven
to Credit Agreement (“Extension and Amendment”) with the banks. The Extension and Amendment
provided that the banks agreed to extend the Forbearance Period until May 18, 2007. The Extension
and Amendment also acknowledged that we continued not to be in compliance with the financial
covenants identified above for the fiscal quarter ended December 31, 2006 and did not contemplate
being in compliance for the fiscal quarter ending March 31, 2007.
Effective May 18, 2007, we entered into Extension of Forbearance and Amendment Number Eight to
Credit Agreement (“Second Extension and Amendment”) with the banks. The Second Extension and
Amendment provided that the banks agreed to extend the Forbearance Period until August 15, 2007.
The Second Extension and Amendment also acknowledged that we continued not to be in compliance with
the financial covenants identified above for the fiscal quarter ended March 31, 2007 and did not
contemplate being in compliance for the fiscal quarter ending June 30, 2007.
Effective August 15, 2007, we entered into Amendment Number Nine to Credit Agreement
(“Amendment Nine”) with the banks. Amendment Nine effectively ended the Forbearance Period and
extended the term of the revolving credit component of the facility to January 31, 2009 and
the term of the term loan component of the facility to July 1, 2009. Amendment Nine also added
several definitions and modified or replaced certain covenants. As of December 31, 2007, we were
in compliance with all of the credit facility covenants, as amended.
As of December 31, 2007, we had $3,167 outstanding under the term loan component of our credit
facility with our primary lending bank and $11,200 was outstanding under the revolver component.
At December 31, 2007, the interest rate on the revolver component was 7.25%. The revolver arrangement currently provides for up to $15,000 of borrowing capacity,
including outstanding letters of credit. At December 31, 2007, we had no outstanding letters of
credit related to this facility, as amended August 15, 2007, leaving $3,800 of additional borrowing
capacity.
Our wholly-owned U.K. subsidiary, Ultralife Batteries (UK) Ltd. (“Ultralife UK”), has an
agreement for a revolving credit facility with a commercial bank in the U.K. This credit facility
provides our U.K. operation with additional financing flexibility for its working capital needs.
Any borrowings against this credit facility are collateralized with Ultralife UK’s outstanding
accounts receivable balances. The maximum credit available to that subsidiary under the facility
is approximately $899 as of December 31, 2007. The rate of interest is based upon prime plus 2.25%
(7.75% at December 31, 2007). At December 31, 2007, there was nothing outstanding under this
facility.
In connection with our acquisition of RedBlack, we assumed approximately $900 in debt, of
which we immediately paid off approximately $875 after closing. In connection with our acquisition
of SPS and RPS, we assumed approximately $1,400 in debt, of which we immediately paid off
approximately $1,200 after closing.
We are continually in discussion with our primary lending banks to enhance the flexibility of
our credit facility structure. While we believe relations with our lenders are good and we have
received waivers as necessary in the past, there can be no assurance that such waivers can always
be obtained. In such case, we believe we have, in the aggregate, sufficient cash, cash generation
capabilities from operations, working capital, and financing alternatives at our disposal,
including but not limited to alternative borrowing arrangements and other available lenders, to
fund operations in the normal course and repay the debt outstanding under our credit facility that
is subject to Amendment Nine.
We have been able to obtain certain grants/loans from government agencies to assist with
various funding needs. In November 2001, we received approval for a $300 grant/loan from New York
State. The grant/loan was to fund capital expansion plans that we expected would lead to job
creation. In this case, we were to be reimbursed after the full completion of the particular
project. This grant/loan also required us to meet and maintain certain levels of employment.
During 2002, since we did not meet the initial employment threshold, it appeared unlikely at that
time that we would be able to gain access to these funds. However, during 2006, our employment
levels had increased to a level that exceeded the minimum threshold, and we received these funds in
April 2007. As this grant/loan requires us to not only meet, but maintain our employment levels
for a pre-determined time period, we currently reflect the funds that we received as a
39
current liability, in the Other Current Liabilities line on our Consolidated Balance Sheet. Our employment
levels met the specified levels as of December 31, 2007. In the event our employment levels are
not maintained at the specified levels at December 31, 2008, we may be required to pay back these
funds.
Equity Transactions
During 2007, 2006 and 2005, we issued 204,000, 200,000, and 452,000 shares of common stock,
respectively, as a result of exercises of stock options and warrants. We received approximately
$1,314 in 2007, $1,231 in 2006 and $2,488 in 2005 in cash proceeds as a result of these
transactions.
During 2007 and 2006, we issued restricted stock awards of 51,548 and 85,668 shares of our
common stock, respectively, to certain officers and directors, with various vesting schedules
related to time and performance. At December 31, 2007, 45,313 shares had vested.
In November 2007, we completed a limited public offering, whereby 1,000,000 shares of our
common stock were issued. Total net proceeds from the offering were approximately $12,600, of
which $6,000 was used for the SPS cash payment, $3,500 was used as a prepayment on the subordinated
convertible notes that were issued as partial consideration for the McDowell acquisition, and
$1,000 was used as a repayment of borrowings outstanding under our credit facility used to fund the
RedBlack acquisition. The remainder of the proceeds was used for general working capital purposes.
In connection with our May 2006 stock purchase of ABLE New Energy Co., Ltd., we issued a
combination of shares and warrants exercisable for shares of our common stock to the previous
owners of ABLE New Energy Co., Ltd. as part of the purchase price. The equity portion of the
purchase price consisted of 96,247 shares of our common stock valued at $1,000, based on the
closing price of the stock on the closing date of the acquisition, and 100,000 stock warrants with
a five-year term valued at $526, for a total equity consideration of $1,526. In January 2008,
82,000 warrants were exercised.
In connection with our July 2006 acquisition of substantially all of the assets of McDowell
Research, Ltd., we issued to McDowell Research, Ltd. a non-transferable, subordinated convertible
promissory note in the principal amount of $20,000 as part of the purchase price. The $20,000
convertible note carried a five-year term, an annual interest rate of 4% and was convertible at $15
per share into 1.33 million shares of our common stock, with a forced conversion feature, at our
option, at any time after the 30-day average closing price of our common stock exceeds $17.50 per
share. The conversion price was subject to adjustment as defined in the subordinated convertible
promissory note. Interest was payable quarterly in arrears, with all unpaid accrued interest and
outstanding principal due in full on July 3, 2011. In April 2007, in connection with its
dissolution, McDowell Research, Ltd. distributed the convertible note to its members in proportion
to their membership interests, resulting in six separate convertible notes aggregating to $20,000.
On November 16, 2007, we finalized a settlement agreement with the sellers of McDowell Research,
Ltd., which resolved various operational issues that arose during the first several months
following the acquisition that significantly reduced our profit margins. The settlement agreement
reduced the overall purchase price by approximately $7,900, by reducing the principal amount on the
convertible notes from $20,000 to $14,000, and eliminating the $1,889 liability related to the
purchase price adjustment. In addition, the interest rate on the convertible notes was increased
from 4% to 5% and we made prepayments totaling $3,500 on the convertible notes. In January 2008,
the convertible notes were converted in full into 700,000 shares of our common stock.
In connection with our November 2007 acquisition of all of the issued and outstanding shares
of common stock of Stationary Power Services, Inc., we issued, to the seller, a subordinated
convertible promissory note in the principal amount of $4,000 as part of the purchase price. The
$4,000 convertible note carries a three-year term, an annual interest rate of 5% and is convertible
at $15 per share into 266,667 shares of our common stock, with a forced conversion feature at $17.00 per
share. The conversion price is subject to adjustment as defined in the subordinated convertible
promissory note. Interest is payable quarterly in arrears, with all unpaid accrued interest and
outstanding principal due in full on November 16, 2010. In addition, on the achievement of certain
post-acquisition sales milestones, we will issue up to an aggregate amount of 100,000 shares of our
common stock.
In connection with our November 2007 acquisition of all of the issued and outstanding shares
of common stock of Reserve Power Systems, Inc., we issued 100,000 shares of our common stock valued
at $1,383.
We utilized securities as consideration in these transactions in part to reduce the need to
draw on the liquidity provided by our cash and cash equivalents and revolving credit facility.
40
Other Matters
We continue to be optimistic about our future prospects and growth potential. We continually
explore various sources of liquidity to ensure financing flexibility, including leasing
alternatives, issuing new or refinancing existing debt, and raising equity through private or
public offerings. Although we stay abreast of such financing alternatives, we believe we have the
ability during the next 12 months to finance our operations primarily through internally generated
funds or through the use of additional financing that currently is available to us.
Our plan to achieve operational profitability and reduce our negative cash flows from
operations includes successfully resolving our supply chain issue for a key component that caused a
delay in shipping certain advanced communications systems to fulfill certain large orders,
implementing measures in our operations to reduce scrap and improve manufacturing efficiencies, and
reducing our inventory levels by balancing our production activity and sales orders more
effectively. Additionally, we believe we have adequate third party financing available to fund our
operations or we could obtain other financing, if needed.
If we are unable to achieve our plans or unforeseen events occur, we may need to implement
alternative plans. While we believe we can complete our original plans or alternative plans, if
necessary, there can be no assurance that such alternatives would be available on acceptable terms
and conditions or that we would be successful in our implementation of such plans.
As described in Part I, Item 3, “Legal Proceedings” of this report, we are involved in certain
environmental matters with respect to our facility in Newark, New York. Although we have reserved
for expenses related to this potential exposure, there can be no assurance that such reserve will
be adequate. The ultimate resolution of this matter may have a significant adverse impact on the
results of operations in the period in which it is resolved.
We typically offer warranties against any defects due to product malfunction or workmanship
for a period up to one year from the date of purchase. We offer a four-year warranty on certain
communications accessories products. We also offer a 10-year warranty on our 9-volt batteries that
are used in ionization-type smoke detector applications. We provide for a reserve for this
potential warranty expense, which is based on an analysis of historical warranty issues. There is
no assurance that future warranty claims will be consistent with past history, and in the event we
experience a significant increase in warranty claims, there is no assurance that our reserves would
be sufficient. Any such insufficiency could have a material adverse effect on our business,
financial condition and results of operations.
Contractual Obligations
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Payments due by period |
|
| |
|
|
|
|
|
Less than |
|
|
1-3 |
|
|
3-5 |
|
|
More than |
|
| Contractual Obligations: |
|
Total |
|
|
1 year |
|
|
years |
|
|
years |
|
|
5 years |
|
Debt Obligations |
|
$ |
29,133 |
|
|
$ |
13,313 |
|
|
$ |
5,277 |
|
|
$ |
10,543 |
|
|
$ |
— |
|
Expected Interest Payments |
|
|
3,126 |
|
|
|
1,352 |
|
|
|
1,498 |
|
|
|
276 |
|
|
|
— |
|
Capital Lease Obligations |
|
|
514 |
|
|
|
110 |
|
|
|
226 |
|
|
|
178 |
|
|
|
— |
|
Operating Lease Obligations |
|
|
3,068 |
|
|
|
944 |
|
|
|
1,303 |
|
|
|
665 |
|
|
|
156 |
|
Purchase Obligations |
|
|
100,794 |
|
|
|
100,794 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
136,635 |
|
|
$ |
116,513 |
|
|
$ |
8,304 |
|
|
$ |
11,662 |
|
|
$ |
156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected interest payments are calculated assuming a 5.98% annual rate on outstanding debt
principal, 7.25% annual rate on the outstanding revolver balance, plus associated fees related to
the our credit facility; the applicable annual interest rates ranging from 0.00% to 7.13% for
various notes payable for equipment and vehicles; and a 5.00% annual rate on the outstanding
principal related to the subordinated convertible notes payable. Purchase obligations consist of commitments for property, plant and
equipment, open purchase orders for materials and supplies, and other general commitments for
various service contracts.
41
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
Outlook
For 2008, we are projecting full year revenues of at least $238,000, which includes revenues
from shipments on the $24,000 SATCOM-On-The-Move contract that were delayed in the fourth quarter
of 2007. The achievement of our forecast is highly dependent on the receipt of key components to
complete orders for advanced communications systems.
Critical Accounting Policies and Estimates
The above discussion and analysis of our financial condition and results of operations are
based upon our consolidated financial statements, which have been prepared in accordance with
generally accepted accounting principles in the U.S. The preparation of these financial statements
requires management to make estimates and assumptions that affect amounts reported therein. The
estimates and assumptions that require management’s most difficult, subjective or complex judgments
are described below.
Revenue recognition:
Product Sales — In general, revenues from the sale of products are recognized when products
are shipped. When products are shipped with terms that require transfer of title upon
delivery at a customer’s location, revenues are recognized on date of delivery. A
provision is made at the time the revenue is recognized for warranty costs expected to be
incurred. Customers, including distributors, do not have a general right of return on
products shipped.
Service Contracts — Revenue from fixed price engineering contracts and the sale of
installation services is recognized on a proportional method, measured by the percentage of
actual costs incurred to total estimated costs to complete the contract. Revenue from time
and material engineering contracts is recognized as work progresses through monthly
billings of time and materials as they are applied to the work pursuant to the terms in the
respective contract. Revenue from customer maintenance agreements is recognized using the
straight-line method over the term of the related agreements, which range from six months
to three years.
Technology Contracts — We recognize revenue using the proportional method, measured by the
percentage of actual costs incurred to date to the total estimated costs to complete the
contract. Elements of cost include direct material, labor and overhead. If a loss on a
contract is estimated, the full amount of the loss is recognized immediately. We allocate
costs to all technology contracts based upon actual costs incurred including an allocation
of certain research and development costs incurred.
Valuation of Inventory:
Inventories are stated at the lower of cost or market, with cost determined using the
first-in, first-out (FIFO) method. Our inventory includes raw materials, work in process
and finished goods. We record provisions for excess, obsolete or slow moving inventory
based on changes in customer demand, technology developments or other economic factors. The
factors that contribute to inventory valuation risks are our purchasing practices, material
and product obsolescence, accuracy of sales and production forecasts, introduction of new
products, product lifecycles, product support and foreign regulations governing hazardous
materials (see Item 1A — Risk Factors for further information on foreign regulations). We
manage our exposure to inventory valuation risks by maintaining safety stocks, minimum
purchase lots, managing product end-of-life issues brought on by aging components or new
product introductions, and by utilizing certain inventory minimization strategies such as
vendor-managed inventories. We believe that the accounting estimate related to valuation of
inventories is a “critical accounting estimate” because it is susceptible to changes from
period-to-period due to the requirement for management to make estimates relative to each
of the underlying factors ranging from purchasing, to sales, to production, to after-sale support.
If actual demand, market conditions or product lifecycles are adversely different from
those estimated by management, inventory adjustments to lower market values would result in
a reduction to the carrying value of inventory, an increase in inventory write-offs and a
decrease to gross margins.
Warranties:
We maintain provisions related to normal warranty claims by customers. We evaluate
these reserves quarterly based on actual experience with warranty claims to date and our
assessment of additional claims in the future.
42
There is no assurance that future warranty
claims will be consistent with past history, and in the event we experience a significant
increase in warranty claims, there is no assurance that our reserves would be sufficient.
Impairment of Long-Lived Assets:
We regularly assess all of our long-lived assets for impairment when events or
circumstances indicate their carrying amounts may not be recoverable. This is accomplished
by comparing the expected undiscounted future cash flows of the assets with the respective
carrying amount as of the date of assessment. Should aggregate future cash flows be less
than the carrying value, a write-down would be required, measured as the difference between
the carrying value and the fair value of the asset. Fair value is estimated either through
the assistance of an independent valuation or as the present value of expected discounted
future cash flows. The discount rate used by us in our evaluation approximates our
weighted average cost of capital. If the expected undiscounted future cash flows exceed the
respective carrying amount as of the date of assessment, no impairment is recognized.
Environmental Issues:
Environmental expenditures that relate to current operations are expensed or capitalized,
as appropriate, in accordance with the American Institute of Certified Public Accountants
(“AICPA”) Statement of Position (“SOP”) 96-1, “Environmental Remediation Liabilities”.
Remediation costs that relate to an existing condition caused by past operations are
accrued when it is probable that these costs will be incurred and can be reasonably
estimated.
Goodwill and Other Intangible Assets:
In accordance with SFAS No. 141, “Business Combinations,” the purchase price paid to effect
an acquisition is allocated to the acquired tangible and intangible assets and liabilities
at fair value. In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” we
do not amortize goodwill and intangible assets with indefinite lives, but instead measure
these assets for impairment at least annually, or when events indicate that impairment
exists. We amortize intangible assets that have definite lives so that the economic
benefits of the intangible assets are being utilized over their weighted-average estimated
useful life.
Stock-Based Compensation:
Effective January 1, 2006, we adopted the provisions of SFAS No. 123 (revised 2004),
“Share-Based Payment” (“SFAS 123R”) requiring that compensation cost relating to
share-based payment transactions be recognized in the financial statements. The cost is
measured at the grant date, based on the fair value of the award, and is recognized as an
expense over the employee’s requisite service period (generally the vesting period of the
equity award). We adopted SFAS 123R using the modified prospective method and,
accordingly, did not restate prior periods presented in this report to reflect the fair
value method of recognizing compensation cost. Under the modified prospective approach,
SFAS 123R applies to new awards and to awards that were outstanding on January 1, 2006 that
are subsequently modified, repurchased or cancelled. We calculate expected volatility for
stock options by taking an average of historical volatility over the past five years and a
computation of implied volatility. Prior to 2006, the computation of expected volatility
was based solely on historical volatility. The change to a blended volatility measure was
based on a thorough review of assumptions underlying the valuation of our stock options, in
conjunction with additional information and guidance that became more widely available as
we prepared to implement SFAS 123R in 2006. A blended volatility factor was deemed to be
more appropriate as we believe that implied volatility, a forward-looking measure, provides
a more market-driven valuation related to
investors’ expectations of the volatility of our business, and provides a balance against
focusing only on a historical measure. The computation of expected term was determined
based on historical experience of similar awards, giving consideration to the contractual
terms of the stock-based awards and vesting schedules. The interest rate for periods
within the contractual life of the award is based on the U.S. Treasury yield in effect at
the time of grant.
Prior to January 1, 2006, we applied Accounting Principles Board (APB) Opinion No. 25,
“Accounting for Stock Issued to Employees,” and related interpretations which require
compensation costs to be recognized based on the difference, if any, between the quoted
market price of the stock on the grant date and the exercise price. We had adopted the
disclosure-only provision of SFAS No. 148, “Accounting for Stock-Based Compensation”. As
all options granted to employees under such plans had an exercise price at least equal to
the market value of the underlying common stock on the date of grant, and given the fixed
nature of the equity instruments, no stock-based employee compensation cost relating to
stock options was reflected in net income (loss).
Income Taxes:
We apply SFAS No. 109, “Accounting for Income Taxes”, in accounting for income taxes. Under
this method, deferred tax assets and liabilities are determined based on differences
between financial reporting and tax basis of assets and liabilities and are measured using
the enacted tax rates and laws that may be in effect when the differences are expected to
reverse.
43
We recorded a deferred tax asset in December 2004 arising from our conclusion that it was
more likely than not that we would be able to utilize our U.S. net operating loss
carryforwards (“NOLs”) that had accumulated over time. The recognition of a deferred tax
asset resulted from our evaluation of all available evidence, both positive and negative,
including: a) recent historical net income, and income on a cumulative three-year basis, as
well as anticipated future profitability based in part on recent military contracts; b) a
financial evaluation that modeled the future utilization of anticipated deferred tax assets
under three alternative scenarios; and c) the award of a significant contract with the U.S.
Defense Department in December 2004 for various battery types that could reach a maximum
value of $286,000 in revenues over the next five years. The amount of the net deferred tax
assets was considered realizable. As of December 31, 2005, we continued to recognize a
deferred tax asset arising from our conclusion that it was more likely than not that we
would be able to utilize our U.S. NOLs that had accumulated over time. In December 2006,
we placed a full valuation allowance on our deferred tax assets arising from our conclusion
that it was more likely than not that we would not be able to utilize our U.S. NOLs that
had accumulated over time. The recognition of the full valuation allowance on our deferred
tax asset resulted from our evaluation of all available evidence, both positive and
negative, including: a) recent historical net income/losses, and income/losses on a
cumulative three-year basis; and b) a financial evaluation that modeled the future
utilization of anticipated deferred tax assets under three alternative scenarios. As of
December 31, 2007, we continue to recognize a full valuation allowance on our deferred tax
assets, based on a consistent evaluation methodology that was used for 2006 and arising
from our conclusion that it is more likely than not that we would not be able to utilize
our U.S. NOLs that have accumulated over time. We have significant NOLs related to past
years’ cumulative losses, and as a result can be subject to U.S. alternative minimum tax
where NOLs can offset only 90% of alternative minimum taxable income. Because evidence
such as our operating results during the most recent historical periods is afforded more
weight than forecasted results for future periods, our cumulative loss during our most
recent three-year period represents sufficient negative evidence regarding the need for a
full valuation allowance under SFAS No. 109. Achieving business plan targets, particularly
those relating to revenue and profitability, is integral to our assessment regarding the
recoverability of our net deferred tax asset. (See Note 8 in the Notes to the Consolidated
Financial Statements for additional information.)
Recent Accounting Pronouncements
In December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141
(revised 2007), “Business Combinations” (“SFAS No. 141R”), which replaces SFAS 141. The statement
retains the purchase method of accounting for acquisitions, but requires a number of changes,
including changes in the way assets and liabilities are recognized in purchase accounting. It also
changes the recognition of assets acquired and liabilities assumed arising from contingencies,
requires the capitalization of in-process research and development at fair value, and requires the
expensing of acquisition-related costs as incurred. SFAS No. 141R is effective for fiscal years
beginning on or after December 15, 2008 and will apply prospectively to business combinations
completed on or after that date. The impact of adopting SFAS No. 141R will be dependent on the
future business combinations that we may pursue after its effective date.
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated
Financial Statements, an amendment of ARB 51”, which changes the accounting and reporting for
minority interests. Minority interests will be recharacterized as noncontrolling interests and
will be reported as a component of equity separate from the parent’s equity, and purchases or sales
of equity interests that do not result in a change in control will be accounted for as equity
transactions. In addition, net income attributable to the noncontrolling interest will be
included in consolidated net income on the face of the income statement and, upon a loss of
control, the interest sold, as well as any interest retained, will be recorded at fair value with
any gain or loss recognized in earnings. SFAS No. 160 is effective for fiscal years beginning on
or after December 15, 2008 and will apply prospectively, except for the presentation and disclosure
requirements, which will apply retrospectively. The impact of adopting SFAS No. 160 will be
dependent on the structure of future business combinations or partnerships that we may pursue after
its effective date.
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets
and Financial Liabilities—Including an amendment of FASB Statement No. 115.” SFAS No. 159 permits
entities to choose to measure many financial instruments and certain other items at fair value.
Unrealized gains and losses on items for which the fair value option has been elected will be
recognized in earnings at each subsequent reporting date. SFAS No. 159 is effective for an entity’s
first fiscal year beginning after November 15, 2007. We do not expect the adoption of this
pronouncement to have a significant impact on our financial statements.
In December 2006, FASB issued FASB Staff Position (“FSP”) EITF 00-19-2 which addresses an
issuer’s accounting for registration payment arrangements for financial instruments such as equity
shares, warrants or debt
44
instruments. This FSP specifies that the contingent obligation to make
future payments or otherwise transfer consideration under a registration payment arrangement,
whether issued as a separate agreement or included as a provision of a financial instrument or
other agreement, should be separately recognized and measured in accordance with FASB SFAS No. 5,
“Accounting for Contingencies” and FASB Interpretation No. 14, “Reasonable Estimation of the Amount
of a Loss.” The financial instrument(s) subject to the registration payment arrangement shall be
recognized and measured in accordance with other applicable Generally Acceptable Accounting
Principles, (“GAAP”) without regard to the contingent obligation to transfer consideration pursuant
to the registration payment arrangement. An entity should recognize and measure a
registration payment arrangement as a separate unit of account from the financial instrument(s)
subject to that arrangement. Adoption of this FSP may require additional disclosures relating to
the nature of the registration payment, settlement alternatives, current carrying amount of the
liability representing the issuer’s obligations and the maximum potential amount of consideration,
undiscounted that the issuer could be required to transfer. This FSP shall be effective immediately
for registration payment arrangements and the financial instruments subject to those arrangements
that are entered into or modified subsequent to the date of issuance of this FSP. For registration
payment arrangements and financial instruments subject to those arrangements that were entered into
prior to the issuance of this FSP, this guidance shall be effective for financial statements issued
for fiscal years beginning after December 15, 2006. The adoption of this pronouncement had no
impact on our financial statements.
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, which establishes
a framework for measuring fair value and requires expanded disclosure about the information used to
measure fair value. The statement applies whenever other statements require, or permit, assets or
liabilities to be measured at fair value. The statement does not expand the use of fair value in
any new circumstances
and is effective for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years, with early adoption encouraged. In February 2008, FASB issued FSP FASB No
157-2, which delays the effective date of FASB No. 157 to fiscal years beginning after November 15,
2008, and interim periods within those fiscal years, with early adoption encouraged. We do not
expect the adoption of this pronouncement to have a significant impact on our financial statements.
In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes, an interpretation of SFAS No. 109” (“FIN 48”). This statement clarifies the
accounting for uncertainty in income taxes recognized in a company’s financial statements in
accordance with SFAS No. 109, Accounting for Income Taxes. This Interpretation 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. This Interpretation
also provides guidance on derecognition, classification, interest and penalties, accounting in
interim periods, disclosure, and transition. The provisions of FIN 48 were effective for fiscal
years beginning after December 15, 2006. The adoption of this pronouncement had no significant
impact on our financial statements. See Note 8 for additional information related to the effect of
the adoption of FIN 48.
In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets”,
an amendment of FASB Statement No. 140, “Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities” (“SFAS No. 156”). SFAS No. 156 requires all separately
recognized servicing assets and servicing liabilities be initially measured at fair value, if
practicable, and permits for subsequent measurement using either fair value measurement with
changes in fair value reflected in earnings or the amortization and impairment requirements of
Statement No. 140. The subsequent measurement of separately recognized servicing assets and
servicing liabilities at fair value eliminates the necessity for entities that manage the risks
inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge
accounting treatment and eliminates the characterization of declines in fair value as impairments
or direct write-downs. SFAS No. 156 was effective for an entity’s first fiscal year beginning after
September 15, 2006. The adoption of this pronouncement had no impact on our financial statements.
In January 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial
Instruments” (“SFAS No. 155”). SFAS No. 155 amended SFAS No. 133, “Accounting for Derivative
Instruments and Hedging Activities” and SFAS No. 140, “Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities.” SFAS No. 155 also resolved issues addressed
in SFAS No. 133 Implementation Issue No. D1, “Application of Statement 133 to Beneficial Interests
in Securitized Financial Assets.” SFAS No. 155 eliminated the exemption from applying SFAS No. 133
to interests in securitized financial assets so that similar instruments are accounted for in the
same manner regardless of the form of the instruments. SFAS No. 155 allows a preparer to elect fair
value measurement at acquisition, at issuance, or when a previously recognized financial instrument
is subject to a remeasurement (new basis) event, on an instrument-by-instrument basis. SFAS No. 155
was effective for all financial instruments acquired or issued after the beginning of an entity’s
first fiscal year that began after September 15, 2006. The fair value election provided for in
paragraph 4(c) of SFAS No. 155 may also be applied upon adoption of SFAS No. 155 for hybrid
financial instruments that had been bifurcated under paragraph 12 of SFAS No. 133 prior to the
adoption of this Statement. Earlier adoption was permitted as of the beginning of an entity’s
fiscal year, provided the entity had not yet issued financial statements, including financial
statements for any interim period for that fiscal year. Provisions of SFAS No. 155 may be applied
to instruments that an entity holds at the date of adoption on an
45
instrument-by-instrument basis. The adoption of this pronouncement had no significant impact on our financial statements.
In June 2005, the FASB issued FASB Staff Position No. FAS 143-1 (“FSP FAS 143-1”), Accounting
for Electronic Equipment Waste Obligations. FSP FAS 143-1 addresses the accounting for obligations
associated with the Directive 2002/96/EC on Waste Electrical and Electronic Equipment (the
Directive) adopted by the European Union (EU). FSP FAS 143-1 was effective the latter of the first
reporting period that ended after June 8, 2005 or the date that the EU-member country adopts the
law. Effective January 2, 2007, the United Kingdom, the only EU-member country in which we have
significant operations, adopted the law. The adoption of this law had no significant impact on our
financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
(Dollars in thousands)
We are exposed to various market risks in the normal course of business, primarily interest
rate risk and foreign currency risk. Our primary interest rate risk is derived from our
outstanding variable-rate debt obligation. In July 2004, we hedged this risk by entering into an
interest rate swap arrangement in connection with the term loan component of our credit facility.
Under the swap arrangement, effective August 2, 2004, we received a fixed rate of interest in
exchange for a variable rate. The swap rate received was 3.98% for five years and is adjusted
accordingly for a Eurodollar spread incorporated in the agreement. As of December 31, 2007, a one
basis point change in the Eurodollar spread would have a less than $1 value change.
We are subject to foreign currency risk, due to fluctuations in currencies relative to the
U.S. dollar. In the year ended December 31, 2007, approximately 81% of our sales were denominated
in U.S. dollars. The remainder of our sales was denominated in U.K. pounds sterling, euros,
Australian dollars, Canadian dollars and Chinese yuan renminbi. A 10% change in the value of the
pound sterling, the euro, Australian dollar, Canadian dollar or the yuan renminbi to the U.S.
dollar would have impacted our revenues in that period by less than 2%. We monitor the
relationship between the U.S. dollar and other currencies on a continuous basis and adjust sales
prices for products and services sold in these foreign currencies as appropriate to safeguard
against the fluctuations in the currency effects relative to the U.S. dollar.
We maintain manufacturing operations in North America, Europe and Asia, and export products
internationally. We purchase materials and sell our products in foreign currencies, and therefore
currency fluctuations may impact our pricing of products sold and materials purchased. In
addition, our foreign subsidiaries maintain their books in local currency, which is translated into
U.S. dollars for our consolidated financial statements. A 10% change in local currency relative to
the U.S. dollar would have impacted our consolidated income before taxes by approximately $315, or
approximately 6%.
46
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and schedules listed in Item 15(a)(1) and (2) are included in this
Report beginning on page 47.
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Report of Independent Registered Public Accounting Firm,
BDO Seidman, LLP |
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Report of Independent Registered Public Accounting Firm,
PricewaterhouseCoopers LLP |
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49 |
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Consolidated Financial Statements: |
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Consolidated Balance Sheets as of December 31, 2007 and 2006 |
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50 |
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Consolidated Statements of Operations for the years ended December 31, 2007,
2006 and 2005 |
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51 |
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Consolidated Statements of Changes in Shareholders’ Equity and Accumulated Other |
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Comprehensive Income (Loss) for the years ended December 31, 2007,
2006 and 2005 |
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52 |
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Consolidated Statements of Cash Flows for the years ended December 31, 2007,
2006 and 2005 |
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53 |
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Notes to Consolidated Financial Statements |
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54 |
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Financial Statement Schedules: |
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Schedule II — Valuation and Qualifying Accounts |
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96 |
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47
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Ultralife Batteries, Inc.
Newark, New York
We have audited the accompanying consolidated balance sheets of Ultralife Batteries, Inc. as
of December 31, 2007 and 2006 and the related consolidated statements of operations, shareholders’
equity and accumulated other comprehensive income (loss), and cash flows for the years ended
December 31, 2007 and 2006. We have also audited the schedule listed in the accompanying index for
the years ended December 31, 2007 and 2006. These financial statements and schedule are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and schedule are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements and schedule, assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements and schedule. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Ultralife Batteries, Inc. at December 31, 2007 and
2006, and the results of its operations and its cash flows for the years ended December 31, 2007
and 2006, in conformity with accounting principles generally accepted in the United States of
America.
Also in our opinion, the schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, for the years ended December 31, 2007 and 2006 presents fairly, in all
material respects, the information set forth therein.
As
discussed in Notes 1 and 7 to the consolidated financial statements, the Company changed
its method of accounting for share-based compensation on January 1, 2006 by adopting Statement of
Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment.”
We also have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), Ultralife Batteries, Inc.’s internal control over financial
reporting as of December 31, 2007, based on criteria established in Internal Control — Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and
our report dated March 19, 2008, expressed an unqualified opinion thereon.
/s/ BDO Seidman, LLP
Troy, Michigan
March 19, 2008
48
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
Ultralife Batteries, Inc.:
In our opinion, the consolidated statements of operations, shareholders’ equity and accumulated
other comprehensive income (loss) and cash flows for the year ended December 31, 2005 present
fairly, in all material respects, the results of operations and cash flows for Ultralife Batteries,
Inc. and its subsidiaries for the year ended December 31, 2005, in conformity with accounting
principles generally accepted in the United States of America. In addition, in our opinion, the
financial statement schedule for the year ended December 31, 2005 presents fairly, in all material
respects, the information set forth therein when read in conjunction with the related consolidated
financial statements. These financial statements and financial statement schedule are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits. We conducted our audits
of these statements in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Rochester, New York
March 22, 2006
49
ULTRALIFE BATTERIES, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Per Share Amounts)
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|
|
|
|
| |
|
December 31, |
|
| |
|
2007 |
|
|
2006 |
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
2,245 |
|
|
$ |
720 |
|
Trade accounts receivable, net of allowance for
doubtful accounts of $485 and $447, respectively |
|
|
26,540 |
|
|
|
24,197 |
|
Inventories |
|
|
35,098 |
|
|
|
27,360 |
|
Due from insurance company |
|
|
152 |
|
|
|
780 |
|
Deferred tax asset — current |
|
|
309 |
|
|
|
75 |
|
Prepaid expenses and other current assets |
|
|
3,949 |
|
|
|
2,748 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
68,293 |
|
|
|
55,880 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
|
19,365 |
|
|
|
19,396 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets: |
|
|
|
|
|
|
|
|
Goodwill |
|
|
21,180 |
|
|
|
13,344 |
|
Intangible assets, net |
|
|
13,113 |
|
|
|
9,072 |
|
Security deposits |
|
|
97 |
|
|
|
66 |
|
|
|
|
|
|
|
|
|
|
|
34,390 |
|
|
|
22,482 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
122,048 |
|
|
$ |
97,758 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Current portion of debt and capital lease obligations |
|
$ |
13,423 |
|
|
$ |
12,246 |
|
Accounts payable |
|
|
18,326 |
|
|
|
15,925 |
|
Accrued compensation |
|
|
974 |
|
|
|
547 |
|
Accrued vacation |
|
|
928 |
|
|
|
755 |
|
Other current liabilities |
|
|
8,181 |
|
|
|
8,337 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
41,832 |
|
|
|
37,810 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term liabilities: |
|
|
|
|
|
|
|
|
Debt and capital lease obligations |
|
|
16,224 |
|
|
|
20,043 |
|
Other long-term liabilities |
|
|
985 |
|
|
|
316 |
|
|
|
|
|
|
|
|
Total long-term liabilities |
|
|
17,209 |
|
|
|
20,359 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ equity: |
|
|
|
|
|
|
|
|
Preferred stock, par value $0.10 per share, authorized 1,000,000 shares;
none issued and outstanding |
|
|
— |
|
|
|
— |
|
Common stock, par value $0.10 per share, authorized 40,000,000 shares;
issued - 17,208,862 and 15,853,306, respectively |
|
|
1,712 |
|
|
|
1,578 |
|
Capital in excess of par value |
|
|
152,070 |
|
|
|
134,736 |
|
Accumulated other comprehensive income (loss) |
|
|
69 |
|
|
|
(321 |
) |
Accumulated deficit |
|
|
(88,443 |
) |
|
|
(94,026 |
) |
|
|
|
|
|
|
|
|
|
|
65,408 |
|
|
|
41,967 |
|
|
|
|
|
|
|
|
|
|
Less —Treasury stock, at cost - 728,690 and 727,250 shares outstanding, respectively |
|
|
2,401 |
|
|
|
2,378 |
|
|
|
|
|
|
|
|
Total shareholders’ equity |
|
|
63,007 |
|
|
|
39,589 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders’ Equity |
|
$ |
122,048 |
|
|
$ |
97,758 |
|
|
|
|
|
|
|
|
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
50
ULTRALIFE BATTERIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Amounts)
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Year Ended December 31, |
|
| |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Revenues |
|
$ |
137,596 |
|
|
$ |
93,546 |
|
|
$ |
70,501 |
|
Cost of products sold |
|
|
108,822 |
|
|
|
76,103 |
|
|
|
58,243 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
|
28,774 |
|
|
|
17,443 |
|
|
|
12,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Research and development (including $1,027, $619 and $0 of
amortization of intangible assets, respectively) |
|
|
7,000 |
|
|
|
5,097 |
|
|
|
3,751 |
|
Selling, general, and administrative (including $1,290, $580 and $0 of
amortization of intangible assets, respectively) |
|
|
21,973 |
|
|
|
15,303 |
|
|
|
11,409 |
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
28,973 |
|
|
|
20,400 |
|
|
|
15,160 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
(199 |
) |
|
|
(2,957 |
) |
|
|
(2,902 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
50 |
|
|
|
126 |
|
|
|
185 |
|
Interest expense |
|
|
(2,234 |
) |
|
|
(1,424 |
) |
|
|
(821 |
) |
Gain on insurance settlement |
|
|
— |
|
|
|
191 |
|
|
|
— |
|
Gain on McDowell settlement |
|
|
7,550 |
|
|
|
— |
|
|
|
— |
|
Miscellaneous income (expense) |
|
|
493 |
|
|
|
311 |
|
|
|
(318 |
) |
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
5,660 |
|
|
|
(3,753 |
) |
|
|
(3,856 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax provision — current |
|
|
— |
|
|
|
— |
|
|
|
3 |
|
Income tax provision — deferred |
|
|
77 |
|
|
|
23,735 |
|
|
|
486 |
|
|
|
|
|
|
|
|
|
|
|
Total income taxes provision |
|
|
77 |
|
|
|
23,735 |
|
|
|
489 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
5,583 |
|
|
$ |
(27,488 |
) |
|
$ |
(4,345 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share — basic |
|
$ |
0.36 |
|
|
$ |
(1.84 |
) |
|
$ |
(0.30 |
) |
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share — diluted |
|
$ |
0.36 |
|
|
$ |
(1.84 |
) |
|
$ |
(0.30 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding — basic |
|
|
15,316 |
|
|
|
14,906 |
|
|
|
14,551 |
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding — diluted |
|
|
15,557 |
|
|
|
14,906 |
|
|
|
14,551 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
51
ULTRALIFE BATTERIES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY AND ACCUMULATED OTHER COMPREHENSIVE
INCOME (LOSS)
(Dollars in Thousands, Except Per Share Amounts)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Accumulated Other |
|
| |
|
Comprehensive Income (Loss) |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Common Stock |
|
|
Capital in |
|
|
Currency |
|
|
Other |
|
|
|
|
|
|
|
|
|
|
| |
|
Number |
|
|
|
|
|
|
excess of |
|
|
Translation |
|
|
Unrealized |
|
|
Accumulated |
|
|
Treasury |
|
|
|
|
| |
|
of Shares |
|
|
Amount |
|
|
Par Value |
|
|
Adjustment |
|
|
Net Gain (Loss) |
|
|
Deficit |
|
|
Stock |
|
|
Total |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2004 |
|
|
15,019,262 |
|
|
$ |
1,502 |
|
|
$ |
127,299 |
|
|
$ |
(505 |
) |
|
$ |
(100 |
) |
|
$ |
(62,193 |
) |
|
$ |
(2,378 |
) |
|
$ |
63,625 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,345 |
) |
|
|
|
|
|
|
(4,345 |
) |
Other comprehensive
income (loss), net of
tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency
translation
adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(609 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(609 |
) |
Unrealized gain on interest
rate swap arrangements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
160 |
|
|
|
|
|
|
|
|
|
|
|
160 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(449 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,794 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax benefits applicable to
exercise of stock options |
|
|
|
|
|
|
|
|
|
|
788 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
788 |
|
Shares issued under employee
stock grant |
|
|
42 |
|
|
|
— |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Shares issued under stock
option and warrant exercises |
|
|
452,142 |
|
|
|
45 |
|
|
|
2,442 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,487 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Balance as of December 31, 2005 |
|
|
15,471,446 |
|
|
$ |
1,547 |
|
|
$ |
130,530 |
|
|
$ |
(1,114 |
) |
|
$ |
60 |
|
|
$ |
(66,538 |
) |
|
$ |
(2,378 |
) |
|
$ |
62,107 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(27,488 |
) |
|
|
|
|
|
|
(27,488 |
) |
Other comprehensive
income (loss), net of
tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency
translation
adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
743 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
743 |
|
Unrealized loss on interest
rate swap arrangements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
733 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(26,755 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
related to stock options |
|
|
|
|
|
|
|
|
|
|
1,320 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,320 |
|
Shares issued and compensation
under restricted stock grants |
|
|
85,668 |
|
|
|
1 |
|
|
|
159 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
160 |
|
Shares and stock warrants
issued in connection with ABLE
acquisition |
|
|
96,247 |
|
|
|
10 |
|
|
|
1,516 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,526 |
|
Shares issued under stock
option and warrant exercises |
|
|
199,945 |
|
|
|
20 |
|
|
|
1,211 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,231 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Balance as of December 31, 2006 |
|
|
15,853,306 |
|
|
$ |
1,578 |
|
|
$ |
134,736 |
|
|
$ |
(371 |
) |
|
$ |
50 |
|
|
$ |
(94,026 |
) |
|
$ |
(2,378 |
) |
|
$ |
39,589 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,583 |
|
|
|
|
|
|
|
5,583 |
|
Other comprehensive
income (loss), net of
tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency
translation
adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
437 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
437 |
|
Unrealized loss on interest
rate swap arrangements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(47 |
) |
|
|
|
|
|
|
|
|
|
|
(47 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
390 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
related to stock options |
|
|
|
|
|
|
|
|
|
|
1,648 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,648 |
|
Shares issued and compensation
under restricted stock grants |
|
|
51,548 |
|
|
|
4 |
|
|
|
497 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23 |
) |
|
|
478 |
|
Shares issued in connection
with RPS acquisition |
|
|
100,000 |
|
|
|
10 |
|
|
|
1,373 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,383 |
|
Shares issued in connection
with limited public offering,
net of expenses |
|
|
1,000,000 |
|
|
|
100 |
|
|
|
12,522 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,622 |
|
Shares issued under stock
option exercises |
|
|
204,008 |
|
|
|
20 |
|
|
|
1,294 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,314 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Balance as of December 31, 2007 |
|
|
17,208,862 |
|
|
$ |
1,712 |
|
|
$ |
152,070 |
|
|
$ |
66 |
|
|
$ |
3 |
|
|
$ |
(88,443 |
) |
|
$ |
(2,401 |
) |
|
$ |
63,007 |
|
| |
|
|
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
52
ULTRALIFE BATTERIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Year Ended December 31, |
|
| |
|
2007 |
|
|
2006 |
|
|
2005 |
|
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
5,583 |
|
|
$ |
(27,488 |
) |
|
$ |
(4,345 |
) |
Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization of financing fees |
|
|
3,861 |
|
|
|
3,667 |
|
|
|
3,181 |
|
Amortization of intangible assets |
|
|
2,317 |
|
|
|
1,199 |
|
|
|
— |
|
Loss on asset disposal |
|
|
37 |
|
|
|
152 |
|
|
|
22 |
|
Gain on insurance settlement |
|
|
— |
|
|
|
(191 |
) |
|
|
— |
|
Foreign exchange (gain) loss |
|
|
(425 |
) |
|
|
(285 |
) |
|
|
330 |
|
Gain on McDowell settlement |
|
|
(7,550 |
) |
|
|
— |
|
|
|
— |
|
Non-cash stock-based compensation |
|
|
2,149 |
|
|
|
1,480 |
|
|
|
— |
|
Changes in deferred income taxes |
|
|
77 |
|
|
|
23,735 |
|
|
|
489 |
|
Provision for loss on accounts receivable |
|
|
101 |
|
|
|
74 |
|
|
|
208 |
|
Provision for inventory obsolescence |
|
|
1,323 |
|
|
|
90 |
|
|
|
221 |
|
Provision for warranty charges |
|
|
210 |
|
|
|
131 |
|
|
|
205 |
|
Provision for workers’ compenstion obligation |
|
|
— |
|
|
|
350 |
|
|
|
— |
|
Changes in operating assets and liabilities, net of effects from acquisitions: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
83 |
|
|
|
(8,866 |
) |
|
|
(2,734 |
) |
Inventories |
|
|
(7,348 |
) |
|
|
(2,366 |
) |
|
|
(6,115 |
) |
Prepaid expenses and other current assets |
|
|
(1,157 |
) |
|
|
143 |
|
|
|
(793 |
) |
Insurance receivable relating to fires |
|
|
682 |
|
|
|
602 |
|
|
|
659 |
|
Income taxes payable |
|
|
— |
|
|
|
19 |
|
|
|
— |
|
Accounts payable and other liabilities |
|
|
1,626 |
|
|
|
7,705 |
|
|
|
3,085 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
|
1,569 |
|
|
|
151 |
|
|
|
(5,587 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment |
|
|
(2,073 |
) |
|
|
(1,455 |
) |
|
|
(3,309 |
) |
Proceeds from asset disposal |
|
|
— |
|
|
|
— |
|
|
|
25 |
|
Proceeds from sales of securities |
|
|
— |
|
|
|
— |
|
|
|
1,000 |
|
Payment for acquired companies, net of cash acquired |
|
|
(8,678 |
) |
|
|
(7,013 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(10,751 |
) |
|
|
(8,468 |
) |
|
|
(2,284 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Net change in revolving credit facilities |
|
|
3,308 |
|
|
|
6,475 |
|
|
|
195 |
|
Proceeds from issuance of common stock |
|
|
13,936 |
|
|
|
1,231 |
|
|
|
2,488 |
|
Principal payments on debt and capital lease obligations |
|
|
(6,817 |
) |
|
|
(2,046 |
) |
|
|
(2,020 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by in financing activities |
|
|
10,427 |
|
|
|
5,660 |
|
|
|
663 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
|
280 |
|
|
|
163 |
|
|
|
(107 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in cash and cash equivalents |
|
|
1,525 |
|
|
|
(2,494 |
) |
|
|
(7,315 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
|
|
720 |
|
|
|
3,214 |
|
|
|
10,529 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
2,245 |
|
|
$ |
720 |
|
|
$ |
3,214 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION |
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
2,175 |
|
|
$ |
992 |
|
|
$ |
545 |
|
|
|
|
|
|
|
|
|
|
|
Cash paid for income taxes |
|
$ |
— |
|
|
$ |
5 |
|
|
$ |
22 |
|
|
|
|
|
|
|
|
|
|
|
Noncash investing and financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock and stock warrants for acquired companies |
|
$ |
1,383 |
|
|
$ |
1,526 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
Issuance of convertible notes payable for acquired companies |
|
$ |
4,000 |
|
|
$ |
20,000 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment via capital lease payable |
|
$ |
545 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
53
Notes to Consolidated Financial Statements
(Dollars in Thousands, Except Per Share Amounts)
Note 1 — Summary of Operations and Significant Accounting Policies
a. Description of Business
We offer products and services ranging from portable and standby power solutions to
communications and electronics systems. Through our engineering and collaborative approach to
problem solving, we serve government, defense and commercial customers across the globe. We
design, manufacture, install and maintain power and communications systems including: portable and
standby power systems, communications and electronics systems and accessories, and custom
engineered systems, solutions and services. We sell our products worldwide through a variety of
trade channels, including original equipment manufacturers (“OEMs”), industrial and retail
distributors, national retailers and directly to U.S. and international defense departments.
b. Principles of Consolidation
The consolidated financial statements are prepared in accordance with generally accepted
accounting principles in the United States and include the accounts of Ultralife Batteries, Inc.
and our wholly owned subsidiaries, Ultralife Batteries (UK) Ltd., ABLE New Energy Co., Limited, and
its wholly-owned subsidiary ABLE New Energy Co., Ltd., McDowell Research Co., Inc., RedBlack
Communications, Inc. (formerly Innovative Solutions Consulting, Inc.), Stationary Power Services,
Inc. and Reserve Power Systems, Inc. Intercompany accounts and transactions have been eliminated
in consolidation. Investments in entities in which we do not have a controlling interest are
accounted for using the equity method, if our interest is greater than 20%. Investments in
entities in which we have less than a 20% ownership interest are accounted for using the cost
method.
c. Management’s Use of Judgment and Estimates
The preparation of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at year end and the
reported amounts of revenues and expenses during the reporting period. Key areas affected by
estimates include: (a) reserves for deferred tax assets, excess and obsolete inventory, warranties,
and bad debts; (b) profitability on development
contracts; (c) various expense accruals; (d) stock-based compensation; and, (e) carrying value of
goodwill and intangible assets. Actual results could differ from those estimates.
d. Reclassifications
Certain items previously reported in specific financial statement captions have been
reclassified to conform to the current presentation.
e. Cash and Cash Equivalents
For purposes of the Consolidated Statements of Cash Flows, we consider all demand deposits
with financial institutions and financial instruments with original maturities of three months or
less to be cash equivalents. For purposes of the Consolidated Balance Sheet, the carrying value
approximates fair value because of the short maturity of these instruments.
f. Accounts Receivable and Allowance for Doubtful Accounts
We extend credit to our customers in the normal course of business. We perform ongoing credit
evaluations and generally do not require collateral. Trade accounts receivable are recorded at
their invoiced amounts, net of allowance for doubtful accounts. We evaluate the adequacy of our
allowance for doubtful accounts quarterly. Accounts outstanding longer than contractual payment
terms are considered past due and are reviewed individually for
collectability. We maintain
reserves for potential credit losses based upon our loss history and specific receivables aging
analysis. Receivable balances are written off when collection is deemed unlikely. Such losses have
been within management’s expectations.
54
Changes in our allowance for doubtful accounts during the years ended December 31, 2007, 2006
and 2005 were as follows:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2007 |
|
2006 |
|
2005 |
Balance at beginning of year |
|
$ |
447 |
|
|
$ |
458 |
|
|
$ |
284 |
|
Amounts charged (credited) to expense |
|
|
101 |
|
|
|
74 |
|
|
|
208 |
|
Amounts charged to other accounts |
|
|
6 |
|
|
|
— |
|
|
|
— |
|
Uncollectible accounts written-off, net of recovery |
|
|
(69 |
) |
|
|
(85 |
) |
|
|
(34 |
) |
| |
|
|
Balance at end of year |
|
$ |
485 |
|
|
$ |
447 |
|
|
$ |
458 |
|
| |
|
|
g. Inventories
Inventories are stated at the lower of cost or market with cost determined under the first-in,
first-out (FIFO) method. We record provisions for excess, obsolete or slow-moving inventory based
on changes in customer demand, technology developments or other economic factors.
h. Property, Plant and Equipment
Property, plant and equipment are stated at cost. Estimated useful lives are as follows:
| |
|
|
Buildings
|
|
10 – 20 years |
Machinery and Equipment
|
|
5 – 10 years |
Furniture and Fixtures
|
|
3 – 10 years |
Computer Hardware and Software
|
|
3 – 5 years |
Leasehold Improvements
|
|
Lesser of useful life or lease term |
Depreciation and amortization are computed using the straight-line method. Betterments,
renewals and extraordinary repairs that extend the life of the assets are capitalized. Other
repairs and maintenance costs are expensed when incurred. When disposed, the cost and accumulated
depreciation applicable to assets retired are removed from the accounts and the gain or loss on
disposition is recognized in operating income (expense).
i. Long-Lived Assets, Goodwill and Intangibles
We regularly assess all of our long-lived assets for impairment when events or circumstances
indicate that their carrying amounts may not be recoverable. This is accomplished by comparing the
expected undiscounted future cash flows of the assets with the
respective carrying amount as of the date of assessment. Should aggregate future cash flows be
less than the carrying value, a write-down would be required, measured as the difference between
the carrying value and the fair value of the asset. Fair value is estimated either through the
assistance of an independent valuation or as the present value of expected discounted future cash
flows. The discount rate used by us in our evaluation approximates our weighted average cost of
capital. If the expected undiscounted future cash flows exceed the respective carrying amount as
of the date of assessment, no impairment is recognized. We did not record any impairment of
long-lived assets in the calendar years ended December 31, 2007, 2006 or 2005.
In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and
Other Intangible Assets,” we do not amortize goodwill and intangible assets with indefinite lives,
but instead measure these assets for impairment at least annually, or when events indicate that
impairment exists. We amortize intangible assets that have definite lives so that the economic
benefits of the intangible assets are being utilized over their weighted-average estimated useful
life.
Based on the current preliminary valuations for amortizable intangible assets acquired in the
RedBlack and SPS acquisitions during 2007, and the final valuations for amortizable intangible
assets acquired in the ABLE and McDowell acquisitions during 2006, we project our amortization
expense will be approximately $2,085, $1,393, $1,011, $818 and $649 for the fiscal years ending
December 31, 2008 through 2012, respectively.
55
j. Translation of Foreign Currency
The financial statements of our foreign affiliates are translated into U.S. dollar equivalents
in accordance with SFAS No. 52, “Foreign Currency Translation”. Exchange gains (losses) included
in net income (loss) for the years ended December 31, 2007, 2006 and 2005 were $425, $285, and
$(330), respectively.
k. Revenue Recognition
Product Sales – In general, revenues from the sale of products are recognized when products
are shipped. When products are shipped with terms that require transfer of title upon delivery at a
customer’s location, revenues are recognized on date of delivery. A provision is made at the time
the revenue is recognized for warranty costs expected to be incurred. Customers, including
distributors, do not have a general right of return on products shipped.
Services – Revenue from fixed price engineering contracts and the sale of installation
services is recognized on a proportional method, measured by the percentage of actual costs
incurred to total estimated costs to complete the contract. Revenue from time and material
engineering contracts is recognized as work progresses through monthly billings of time and
materials as they are applied to the work pursuant to the terms in the respective contract.
Revenue from customer maintenance agreements is recognized using the straight-line method over the
term of the related agreements, which range from six months to three years.
Technology Contracts – We recognize revenue using the proportional effort method based on the
relationship of costs incurred to date to the total estimated cost to complete the contract.
Elements of cost include direct material, labor and overhead. If a loss on a contract is
estimated, the full amount of the loss is recognized immediately. We allocate costs to all
technology contracts based upon actual costs incurred including an allocation of certain research
and development costs incurred.
l. Warranty Reserves
We estimate future costs associated with expected product failure rates, material usage and
service costs in the development of our warranty obligations. Warranty reserves, included in other
current liabilities and other long-term liabilities as applicable on our Consolidated Balance
Sheets, are based on historical experience of warranty claims. In the event the actual results of
these items differ from the estimates, an adjustment to the warranty obligation would be recorded.
m. Shipping and Handling Costs
Costs incurred by us related to shipping and handling are included in cost of products sold.
Amounts charged to customers pertaining to these costs are reflected as revenue.
n. Advertising Expenses
Advertising costs are expensed as incurred and are included in selling, general and
administrative expenses in the accompanying Consolidated Statements of Operations. Such expenses
amounted to $443, $320, and $248 for the years ended December 31, 2007, 2006 and 2005,
respectively.
o. Research and Development
Research and development expenditures are charged to operations as incurred. The majority of
research and development expenses pertain to salaries and benefits, developmental supplies,
depreciation and other contracted services.
p. Environmental Costs
Environmental expenditures that relate to current operations are expensed or capitalized, as
appropriate, in accordance with the American Institute of Certified Public Accountants (“AICPA”)
Statement of Position (“SOP”) 96-1, “Environmental Remediation Liabilities”. Remediation costs
that relate to an existing condition caused by past operations are accrued when it is probable that
these costs will be incurred and can be reasonably estimated.
56
q. Income Taxes
The asset and liability method, prescribed by SFAS No. 109, “Accounting for Income Taxes”, is
used in accounting for income taxes. Under this method, deferred tax assets and liabilities are
determined based on differences between financial reporting and tax basis of assets and liabilities
and are measured using the enacted tax rates and laws that are expected to be in effect when the
differences are expected to reverse. For the year ended December 31, 2007, we continued to
recognize a full valuation allowance on our net deferred tax asset, based on a consistent
evaluation methodology that was used for 2006 and due to the determination that it was more likely
than not that we would not be able to utilize these benefits in the future. A valuation allowance
is required when it is more likely than not that the recorded value of a deferred tax asset will
not be realized. Because evidence, such as our operating results during the most recent historical
periods excluding the gain on the McDowell settlement, is afforded more weight than forecasted results for future periods, our cumulative loss
during our most recent three-year period represents sufficient negative evidence regarding the need
for a full valuation allowance under SFAS No. 109. For the year ended December 31, 2006, we
recorded a full valuation allowance on our net deferred tax asset, due to the determination that it
was more likely than not that we would not be able to utilize these benefits in the future. For
the year ended December 31, 2005, our balance sheet reflected a balance of $23,729 associated with
our net deferred tax asset, arising from our conclusion that it was more likely than not that we
would be able to utilize our U.S. NOLs that had accumulated over time. A valuation allowance was
required for the years ended December 31, 2007, 2006 and 2005 related to our U.K. subsidiary and
the history of losses at that facility.
In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes, an interpretation of SFAS No. 109” (“FIN 48”). This statement clarifies the
accounting for uncertainty in income taxes recognized in a company’s financial statements in
accordance with SFAS No. 109, Accounting for Income Taxes. This Interpretation 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. This Interpretation
also provides guidance on derecognition, classification, interest and penalties, accounting in
interim periods, disclosure, and transition. The provisions of FIN 48 were effective for fiscal
years beginning after December 15, 2006. The adoption of this pronouncement on January 1, 2007 had
no significant impact on our financial statements.
r.
Concentration Related to Customers and Suppliers
We have three major customers, the U.S. Department of Defense, that comprised 14%, 20%, and
25% of our revenue in the years ended December 31, 2007, 2006 and 2005, respectively, the U.K.
Ministry of Defence, that comprised 12%, 7%, and 6% of our revenue in the years ended December 31,
2007, 2006 and 2005, respectively, and Raytheon Company, that comprised 13%, 3%, and 1% of our
revenue in the years ended December 31, 2007, 2006 and 2005, respectively. There were no other
customers that comprised greater than 10% of our total revenues in those years.
We have two customers that comprised 42% of our trade accounts receivables as of December 31,
2007. There were no other customers that comprised greater than 10% of our total trade accounts
receivables as of December 31, 2007. We have one customer that comprised 22% of our trade accounts
receivable as of December 31, 2006. There were no other customers that comprised greater than 10%
of our total trade accounts receivable as of December 31, 2006.
Currently, we do not experience significant seasonal trends in non-rechargeable product
revenues. However, a downturn in the U.S. economy, which affects retail sales and which could
result in fewer sales of smoke detectors to consumers, could potentially result in lower sales for
us to this market segment. The smoke detector OEM market segment comprised approximately 12% of
total
non-rechargeable revenues in 2007. Additionally, a lower demand from the U.S., U.K. and other
foreign governments could result in lower sales to military and government users.
We generally do not distribute our products to a concentrated geographical area nor is there a
significant concentration of credit risks arising from individuals or groups of customers engaged
in similar activities, or who have similar economic characteristics. While sales to the U.S.
Department of Defense have been substantial during 2007, 2006 and 2005, we do not consider this
customer to be a significant credit risk. We do not normally obtain collateral on trade accounts
receivable.
Certain materials and components used in our products are available only from a single or a
limited number of suppliers. As such, some materials and components could become in short supply
resulting in limited availability and/or increased costs. Additionally, we may elect to develop
relationships with a single or limited number of suppliers for materials and components that are
otherwise generally available. Although we believe that alternative suppliers are available to
supply materials and components that could replace materials and components currently used and
that, if necessary, we would be able to redesign our products to make use of such alternatives, any
interruption in the supply from any supplier that serves as a sole source could delay product
shipments and have a material adverse effect on our business, financial condition and results of
operations. We have experienced interruptions of product deliveries by sole source suppliers in
the past. For example, in the fourth quarter of 2007, we ramped up production levels in our
Communications Systems business to meet increased order volumes. A sole-source supplier of a key
component was unable to meet an agreed-upon delivery schedule which caused a delay in shipments of
our products to our customers.
s. Fair Value of Financial Instruments
SFAS No. 107, “Disclosure About Fair Value of Financial Instruments”, requires disclosure of
an estimate of the fair value of certain financial instruments. The fair value of financial
instruments pursuant to SFAS No. 107 approximated their carrying values at December 31, 2007 and
2006. Fair values have been determined through information obtained from market sources.
57
t. Derivative Financial Instruments
Derivative instruments are accounted for in accordance with SFAS No. 133, “Accounting for
Derivative Instruments and Hedging Activities” which requires that all derivative instruments be
recognized in the financial statements at fair value. The fair value of our interest rate swap at
December 31, 2007 and 2006 resulted in an asset of $4 and $76, respectively, all of which was
reflected as short term.
u. Earnings (Loss) Per Share
We account for earnings (loss) per common share in accordance with the provisions of SFAS No.
128, “Earnings Per Share”. SFAS No. 128 requires the reporting of basic and diluted earnings per
share (“EPS”). Basic EPS is computed by dividing reported earnings available to common
shareholders by weighted average shares outstanding for the period. Diluted EPS includes the
dilutive effect of securities, if any, calculated using the treasury stock method. There were
1,573,325 outstanding stock options, warrants and restricted stock awards as of December 31, 2007
that were not included in EPS as the effect would be anti-dilutive. We also had 966,667 shares of
common stock at December 31, 2007 reserved under convertible notes payable, which were not included
in EPS as the effect would be anti-dilutive. The dilutive effect of 392,041 outstanding stock
options, warrants and restricted stock awards was included in the dilution computation for the
year ended December 31, 2007. There were 1,915,471 and 1,516,906 outstanding stock options,
warrants and restricted stock awards as of December 31, 2006 and 2005, respectively, that were not
included in EPS as the effect would be anti-dilutive. We also had 1,333,333 and -0- shares of
common stock at December 31, 2006 and 2005, respectively reserved under convertible notes payable,
which were not included in EPS as the effect would be anti-dilutive. For these periods, diluted
earnings (loss) per share were the equivalent of basic earnings (loss) per share due to the net
loss. (See Note 7)
The computation of basic and diluted earnings per share is summarized as follows:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Year Ended December 31, |
| |
|
2007 |
|
2006 |
|
2005 |
| |
|
|
Net Income (Loss) (a) |
|
$ |
5,583 |
|
|
$ |
(27,488 |
) |
|
$ |
(4,345 |
) |
Effect of Dilutive Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options / Warrants |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Restricted Stock Awards |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| |
|
|
Net Income (Loss) – Adjusted (b) |
|
$ |
5,583 |
|
|
$ |
(27,488 |
) |
|
$ |
(4,345 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Shares Outstanding – Basic (c) |
|
|
15,316 |
|
|
|
14,906 |
|
|
|
14,511 |
|
Effect of Dilutive Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options / Warrants |
|
|
222 |
|
|
|
— |
|
|
|
— |
|
Restricted Stock Awards |
|
|
19 |
|
|
|
— |
|
|
|
— |
|
| |
|
|
Average Shares Outstanding – Diluted (d) |
|
|
15,557 |
|
|
|
14,906 |
|
|
|
14,551 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EPS – Basic (a/c) |
|
$ |
0.36 |
|
|
$ |
(1.84 |
) |
|
$ |
(0.30 |
) |
EPS – Diluted (b/d) |
|
$ |
0.36 |
|
|
$ |
(1.84 |
) |
|
$ |
(0.30 |
) |
v. Stock-Based Compensation
We have various stock-based employee compensation plans, which are described more fully in
Note 7. Effective January 1, 2006, we adopted the provisions of SFAS No. 123 (revised 2004),
“Share-Based Payment” (“SFAS 123R”) requiring that compensation cost relating to share-based
payment transactions be recognized in the financial statements. The cost is measured at the grant
date, based on the fair value of the award, and is recognized as an expense over the employee’s
requisite service period (generally the vesting period of the equity award). We adopted SFAS 123R
using the modified prospective method and, accordingly, did not restate prior periods presented in
this Form 10-K to reflect the fair value method of recognizing compensation cost. Under the
modified prospective approach, SFAS 123R applies to new awards, awards that were unvested as of
January 1, 2006 and to awards that were outstanding on January 1, 2006 that are subsequently
modified, repurchased or cancelled.
Prior to January 1, 2006, we applied Accounting Principles Board (“APB”) Opinion No. 25,
“Accounting for Stock Issued to Employees,” and related interpretations which required compensation
costs to be recognized based on the difference, if any, between the quoted market price of the
stock on the grant date and the exercise price. As all options granted to employees under such
plans had an exercise price at least equal to the market value of the underlying common
58
stock on
the date of grant, and given the fixed nature of the equity instruments, no stock-based employee
compensation cost relating to stock options was reflected in net income (loss).
The effect on net income (loss) and earnings (loss) per share if we had applied the fair value
recognition provisions of SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and
Disclosure, an Amendment of SFAS No. 123”, to stock -based employee compensation for the year ended
December 31, 2005, would have been as follows:
| |
|
|
|
|
| |
|
2005 |
|
Net loss, as reported |
|
$ |
(4,345 |
) |
Add: Stock option-based employee compensation expense included in reported net loss, net of related tax effects |
|
|
— |
|
Deduct: Total stock option-based employee compensation expense determined under fair value based method for all awards, net of related tax effects |
|
|
(3,236 |
) |
|
|
|
|
Pro forma net loss |
|
$ |
(7,581 |
) |
|
|
|
|
|
Loss per share: |
|
|
|
|
Basic – as reported |
|
$ |
(0.30 |
) |
Diluted – as reported |
|
$ |
(0.30 |
) |
Basic – pro forma |
|
$ |
(0.52 |
) |
Diluted – pro forma |
|
$ |
(0.52 |
) |
In December 2005, our Board of Directors approved the acceleration of vesting of certain
“underwater” unvested stock options held by certain current employees, including some of our
executive officers. Options held by our President and Chief Executive Officer were not included in
the acceleration. Options held by non-employee directors also were not included as those options
vest immediately upon grant. A stock option was considered “underwater” if the exercise price was
$12.90 per share or greater. A total of 346,186 options were impacted by this acceleration. The
effect on net loss in 2005 resulting from this acceleration, if we had applied the fair value
recognition provisions of SFAS No. 148 to stock-based employee compensation, was approximately
$1,500 net of related tax effects. (See Note 7.)
w. Segment Reporting
We report segment information in accordance with SFAS No. 131, “Disclosures about Segments of
an Enterprise and Related Information”. We have four operating segments. The basis for
determining our operating segments is the manner in which financial information is used by us in
our operations. Management operates and organizes itself according to business units that comprise
unique products and services across geographic locations.
x. Recent Accounting Pronouncements
In December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141
(revised 2007), “Business Combinations” (“SFAS No. 141R”), which replaces SFAS 141. The statement
retains the purchase method of accounting for acquisitions, but requires a number of changes,
including changes in the way assets and liabilities are recognized in purchase accounting. It also
changes the recognition of assets acquired and liabilities assumed arising from contingencies,
requires the capitalization of in-process research and development at fair value, and requires the
expensing of acquisition-related costs as incurred. SFAS No. 141R is effective for fiscal years
beginning on or after December 15, 2008 and will apply prospectively to business combinations
completed on or after that date. The impact of adopting SFAS No. 141R will be dependent on the
future business combinations that we may pursue after its effective date.
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated
Financial Statements, an amendment of ARB 51”, which changes the accounting and reporting for
minority interests. Minority interests will be recharacterized as noncontrolling interests and
will be reported as a component of equity separate from the parent’s equity, and purchases or sales
of equity interests that do not result in a change in control will be accounted for as equity
transactions. In addition, net income attributable to the noncontrolling interest will be
included in consolidated net income on the face of the income statement and, upon a loss of
control, the interest sold, as well as any interest retained, will be recorded at fair value with
any gain or loss recognized in earnings. SFAS No. 160 is effective for fiscal years beginning on
or after December 15, 2008 and will apply prospectively, except for the presentation and disclosure
requirements, which will apply retrospectively. The impact of adopting SFAS No. 160 will be
dependent on the structure of future business combinations or partnerships that we may pursue after
its effective date.
59
In February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 159, “The
Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB
Statement No. 115.” SFAS No. 159 permits entities to choose to measure many financial instruments
and certain other items at fair value. Unrealized gains and losses on items for which the fair
value option has been elected will be recognized in earnings at each subsequent reporting date.
SFAS No. 159 is effective for an entity’s first fiscal year beginning after November 15, 2007. We
do not expect the adoption of this pronouncement to have a significant impact on our financial
statements.
In December 2006, FASB issued FASB Staff Position (“FSP”) EITF 00-19-2 which addresses an
issuer’s accounting for registration payment arrangements for financial instruments such as equity
shares, warrants or debt instruments. This FSP specifies that the contingent obligation to make
future payments or otherwise transfer consideration under a registration payment arrangement,
whether issued as a separate agreement or included as a provision of a financial instrument or
other agreement, should be separately recognized and measured in accordance with FASB SFAS No. 5,
“Accounting for Contingencies” and FASB Interpretation No. 14, “Reasonable Estimation of the Amount
of a Loss.” The financial instrument(s) subject to the registration payment arrangement shall be
recognized and measured in accordance with other applicable Generally Acceptable Accounting
Principles, (“GAAP”) without regard to the contingent obligation to transfer consideration pursuant
to the registration payment arrangement. An entity should recognize and measure a
registration payment arrangement as a separate unit of account from the financial instrument(s)
subject to that arrangement. Adoption of this FSP may require additional disclosures relating to
the nature of the registration payment, settlement alternatives, current carrying amount of the
liability representing the issuer’s obligations and the maximum potential amount of consideration,
undiscounted that the issuer could be required to transfer. This FSP shall be effective immediately
for registration payment arrangements and the financial instruments subject to those arrangements
that are entered into or modified subsequent to the date of issuance of this FSP. For registration
payment arrangements and financial instruments subject to those arrangements that were entered into
prior to the issuance of this FSP, this guidance shall be effective for financial statements issued
for fiscal years beginning after December 15, 2006. The adoption of this pronouncement had no
impact on our financial statements.
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, which establishes
a framework for measuring fair value and requires expanded disclosure about the information used to
measure fair value. The statement applies whenever other statements require, or permit, assets or
liabilities to be measured at fair value. The statement does not expand the use of fair value in
any new circumstances and is effective for fiscal years beginning after November 15, 2007, and
interim periods within those fiscal years, with early adoption encouraged. In February 2008, FASB
issued FSP FASB No 157-2, which delays the effective date of FASB No. 157 to fiscal years beginning
after November 15, 2008, and interim periods within those fiscal years, with early adoption
encouraged. We do not expect the adoption of this pronouncement to have a significant impact on
our financial statements.
In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes, an interpretation of SFAS No. 109” (“FIN 48”). This statement clarifies the
accounting for uncertainty in income taxes recognized in a company’s financial statements in
accordance with SFAS No. 109, Accounting for Income Taxes. This Interpretation 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. This Interpretation also provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosure, and transition. The provisions
of FIN 48 were effective for fiscal years beginning after December 15, 2006. The adoption of this
pronouncement had no significant impact on our financial statements.
In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets”,
an amendment of FASB Statement No. 140, “Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities” (“SFAS No. 156”). SFAS No. 156 requires all separately
recognized servicing assets and servicing liabilities be initially measured at fair value, if
practicable, and permits for subsequent measurement using either fair value measurement with
changes in fair value reflected in earnings or the amortization and impairment requirements of
Statement No. 140. The subsequent measurement of separately recognized servicing assets and
servicing liabilities at fair value eliminates the necessity for entities that manage the risks
inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge
accounting treatment and eliminates the characterization of declines in fair value as impairments
or direct write-downs. SFAS No. 156 was effective for an entity’s first fiscal year beginning after
September 15, 2006. The adoption of this pronouncement had no impact on our financial statements.
In January 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial
Instruments” (”SFAS No. 155”). SFAS No. 155 amended SFAS No. 133, “Accounting for Derivative
Instruments and Hedging Activities” and SFAS No. 140, “Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities.” SFAS No. 155 also resolved issues addressed
in SFAS No. 133 Implementation Issue No. D1, “Application of Statement 133 to Beneficial Interests
in Securitized Financial Assets.” SFAS No. 155 eliminated the exemption from applying SFAS No. 133
to interests
60
in securitized financial assets so that similar instruments are accounted for in the
same manner regardless of the form of the instruments. SFAS No. 155 allows a preparer to elect fair
value measurement at acquisition, at issuance, or when a previously recognized financial instrument
is subject to a remeasurement (new basis) event, on an instrument-by-instrument basis. SFAS No. 155
was effective for all financial instruments acquired or issued after the beginning of an entity’s
first fiscal year that began after September 15, 2006. The fair value election provided for in
paragraph 4(c) of SFAS No. 155 may also be applied upon adoption of SFAS No. 155 for hybrid
financial instruments that had been bifurcated under paragraph 12 of SFAS No. 133 prior to the
adoption of this Statement. Earlier adoption was permitted as of the beginning of an entity’s
fiscal year, provided the entity had not yet issued financial statements, including financial
statements for any interim period for that fiscal year. Provisions of SFAS No. 155 may be applied
to instruments that an entity holds at the date of adoption on an instrument-by-instrument basis.
The adoption of this pronouncement had no significant impact on our financial statements.
In June 2005, the FASB issued FASB Staff Position No. FAS 143-1 (“FSP FAS 143-1”), Accounting
for Electronic Equipment Waste Obligations. FSP FAS 143-1 addresses the accounting for obligations
associated with the Directive 2002/96/EC on Waste Electrical and Electronic Equipment (the
Directive) adopted by the European Union (EU). FSP FAS 143-1 was effective the latter of the first
reporting period that ends after June 8, 2005 or the date that the EU-member country adopts the
law. Effective January 2, 2007, the United Kingdom, the only EU-member country in which we have
significant operations, adopted the law. The adoption of this law had no significant impact on our
financial statements.
Note 2 — Acquisitions
We accounted for the following acquisitions in accordance with the purchase method of
accounting provisions of SFAS No. 141, “Business Combinations,” whereby the purchase price paid to
effect an acquisition is allocated to the acquired tangible and intangible assets and liabilities
at fair value.
2007 Acquisitions
RedBlack Communications, Inc. (formerly Innovative Solutions Consulting, Inc.)
On September 28, 2007, we finalized the acquisition of all of the issued and outstanding
shares of common stock of Innovative Solutions Consulting, Inc. (“ISC”), a provider of a full range
of engineering and technical services for communication electronic systems to government agencies
and prime contractors. In January 2008, we renamed ISC to RedBlack Communications, Inc.
(“RedBlack”).
The initial cash purchase price was $943 (net of $57 in cash acquired), with up to $2,000 in
additional cash consideration contingent on the achievement of certain sales milestones. The
additional cash consideration is payable in up to three annual payments and subject to possible
adjustments as set forth in the stock purchase agreement. The contingent payments will be recorded
as an addition to the purchase price when the performance milestones are attained. The initial
$943 cash payment was financed through a combination of cash on hand and borrowings through the
revolver component of our credit facility with our primary lending banks. We incurred $41 in
acquisition related costs, which are included in the initial cost of the investment of $984,
with a potential total cost of the investment of $2,984 assuming the earn-out of all
contingent consideration. During the fourth quarter of 2007, $28 of additional acquisition costs
were incurred, which resulted in an increase of goodwill of $28.
The results of operations of RedBlack and the estimated fair value of assets acquired and
liabilities assumed are included in our consolidated financial statements beginning on the
acquisition date. The estimated excess of the purchase price over the net tangible and intangible
assets acquired of $136 (including $57 in cash) was recorded as goodwill in the amount of $905. We
are in the process of completing the valuations of certain tangible and intangible assets acquired
with the new business. The final allocation of the excess of the purchase price over the net assets
acquired is subject to revision based upon our final review of valuation assumptions. The acquired
goodwill will be assigned to the Design and Installation Services segment and is expected to be
fully deductible for income tax purposes.
As a result of revisions to the asset valuations during the fourth quarter of 2007, values
assigned to the tangible and intangible assets have been revised. The adjustments to the values
for tangible assets from those reported for the quarter ended September 29, 2007 were as follows:
inventory decreased by $117, property, plant and equipment decreased by $100, non-compete
agreements increased by $180 and accounts payable increased by $98. These adjustments resulted in
an increase to goodwill of $135.
The following table represents the revised, preliminary allocation of the purchase price to
assets acquired and liabilities assumed at the acquisition date:
61
| |
|
|
|
|
ASSETS |
|
|
|
|
Current assets: |
|
|
|
|
Cash |
|
$ |
57 |
|
Trade accounts receivables, net |
|
|
535 |
|
Prepaid expenses and other current assets |
|
|
175 |
|
|
|
|
|
Total current assets |
|
|
767 |
|
Property, plant and equipment, net |
|
|
687 |
|
Goodwill |
|
|
905 |
|
Intangible Assets: |
|
|
|
|
Non-compete agreements |
|
|
180 |
|
|
|
|
|
Total assets acquired |
|
|
2,539 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
Current liabilities: |
|
|
|
|
Current portion of long-term debt |
|
|
720 |
|
Accounts payable |
|
|
431 |
|
Other current liabilities |
|
|
159 |
|
|
|
|
|
Total current liabilities |
|
|
1,310 |
|
Long-term liabilities: |
|
|
|
|
Debt |
|
|
188 |
|
|
|
|
|
Total liabilities assumed |
|
|
1,498 |
|
|
|
|
|
|
|
|
|
|
Total Purchase Price |
|
$ |
1,041 |
|
| |
Non-compete agreements are being amortized on a straight-line basis over their estimated
useful lives of two years.
The following table summarizes the unaudited pro forma financial information for the periods
indicated as if the RedBlack acquisition had occurred at the beginning of the period being
presented. The pro forma information contains the actual combined results of RedBlack and us, with
the results prior to the acquisition date including pro forma impact of: the amortization of the
acquired intangible assets; and the impact on interest expense in connection with funding the cash
portion of the acquisition purchase price. These pro forma amounts do not purport to be indicative
of the results that would have actually been obtained if the acquisition occurred as of the
beginning of each of the periods presented or that may be obtained in the future.
| |
|
|
|
|
|
|
|
|
| |
|
Years Ended December 31, |
|
| (in thousands, except per share data) |
|
2007 |
|
|
2006 |
|
| |
|
|
Revenues |
|
$139,698 |
|
$ |
97,284 |
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) |
|
$ 5,107 |
|
$ |
(28,987 |
) |
|
|
|
|
|
|
|
|
|
Earnings (Loss) per share — Basic |
|
$ 0.33 |
|
$ |
(1.94 |
) |
Earnings (Loss) per share — Diluted |
|
$ 0.33 |
|
$ |
(1.94 |
) |
Stationary Power Services, Inc. and Reserve Power Systems, Inc.
On November 16, 2007, we completed the acquisition of all of the issued and outstanding shares
of common stock of Stationary Power Services, Inc. (“SPS”), an infrastructure power management
services firm specializing in engineering, installation and preventative maintenance of standby
power systems, uninterruptible power supply systems, DC power systems and switchgear/control
systems for the telecommunications, aerospace, banking and information services industries.
Immediately prior to the closing of the SPS acquisition, SPS distributed the real estate assets,
along with the corresponding mortgage payable, to the original owner of SPS, as these assets and
corresponding liability were not part of our acquisition of SPS. Also on November 16, 2007, we
completed the acquisition of all of the issued and outstanding shares of common stock of Reserve
Power Systems, Inc. (“RPS”), a supplier of lead acid batteries primarily for use by SPS in the
design and installation of standby power systems. SPS and RPS were previously affiliated companies
due to common ownership interests.
62
Under the terms of the stock purchase agreement for SPS, the initial purchase price of $10,000
consisted of $5,889 (net of $111 in cash acquired) in cash and a $4,000 subordinated convertible
promissory note to be held by the seller. In addition, on the achievement of certain
post-acquisition sales milestones, we will issue up to an aggregate amount of 100,000 shares of our
common stock. The $6,000 cash payment was financed by a portion of the net proceeds from a limited
public offering that we completed on November 16, 2007, whereby 1,000,000 shares of our common
stock were issued. Total net proceeds from the offering were
approximately $12,600, of which $6,000 was used for the SPS cash payment. The $4,000
subordinated convertible promissory note carries a three-year term, bears interest at the rate of
5% per year and is convertible at $15.00 per share into 266,667 shares of our common stock, with a
forced conversion feature at $17.00 per share. We have evaluated the terms of the conversion
feature under applicable accounting literature, including SFAS No. 133 and EITF 00-19, “Accounting
for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock”
(“EITF 00-19”), and concluded that this feature should not be separately accounted for as a
derivative. We incurred $54 in acquisition related costs, which are included in the initial cost
of the SPS investment of $10,054.
Under the terms of the stock purchase agreement for RPS, the initial purchase price consisted
of 100,000 shares of our common stock, valued at $1,383. In addition, on the achievement of
certain post-acquisition sales milestones, we will pay the sellers, in cash, 5% of sales up to the
operating plan, and 10% of sales that exceed the operating plan, for the remainder of the calendar
year 2007 and for calendar years 2008, 2009 and 2010. The additional contingent cash consideration
is payable in annual installments, and excludes sales made to SPS, which historically have
comprised substantially all of RPS’s sales.
The results of operations of SPS and RPS and the estimated fair value of assets acquired and
liabilities assumed are included in our consolidated financial statements beginning on the
acquisition date. The estimated excess of the purchase price over the net tangible and intangible
assets acquired of $5,940 (including $111 of cash) was recorded as goodwill in the amount of
$5,497. We are in the process of completing the valuations of certain tangible and intangible
assets acquired with the new businesses. The final allocation of the excess of the purchase price
over the net assets acquired is subject to revision based upon our final review of valuation
assumptions. The acquired goodwill will be assigned to the Design and Installation Services and
the Rechargeable Products segments and is expected to be fully deductible for income tax purposes.
The following table represents the preliminary allocation of the purchase price to assets acquired
and liabilities assumed at the acquisition date:
| |
|
|
|
|
ASSETS |
|
|
|
|
Current assets: |
|
|
|
|
Cash |
|
$ |
111 |
|
Trade accounts receivables, net |
|
|
1,594 |
|
Inventories |
|
|
1,687 |
|
Prepaid expenses and other current assets |
|
|
52 |
|
|
|
|
|
Total current assets |
|
|
3,444 |
|
Property, plant and equipment, net |
|
|
324 |
|
Goodwill |
|
|
5,497 |
|
Intangible Assets: |
|
|
|
|
Trademarks |
|
|
1,300 |
|
Patents and Technology |
|
|
440 |
|
Customer Relationships |
|
|
4,600 |
|
Other Assets: |
|
|
|
|
Security deposits |
|
|
12 |
|
|
|
|
|
Total assets acquired |
|
|
15,617 |
|
|
|
|
|
63
| |
|
|
|
|
LIABILITIES |
|
|
|
|
Current liabilities: |
|
|
|
|
Current portion of long-term debt |
|
|
1,277 |
|
Accounts payable |
|
|
1,958 |
|
Other current liabilities |
|
|
788 |
|
|
|
|
|
Total current liabilities |
|
|
4,023 |
|
Long-term liabilities: |
|
|
|
|
Debt |
|
|
137 |
|
Other long-term liabilities |
|
|
20 |
|
|
|
|
|
Total liabilities assumed |
|
|
4,180 |
|
|
|
|
|
|
|
|
|
|
Total Purchase Price |
|
$ |
11,437 |
|
|
|
|
|
Trademarks have an indefinite life and are not being amortized. The intangible assets related
to patents and technology and customer relationships are being amortized as the economic benefits
of the intangible assets are being utilized over their weighted-average estimated useful life of
nineteen years.
In connection with the SPS acquisition, we entered into an operating lease agreement for real
property in Clearwater, Florida with a company partially owned by William Mahar, former owner of
SPS and who joined the company as an employee following the completion of the SPS acquisition. The
lease term is for three years and expires on November 15, 2010. The lease has a base annual rent
of approximately $144, payable in monthly installments. In addition to the base annual rate, we
are obligated to pay the real estate and personal property taxes associated with the facility.
Under the terms of the lease, we have the right to extend the lease for one additional three-year
term, with the base annual rent, applicable to the extension, of approximately $147.
The following table summarizes the unaudited pro forma financial information for the periods
indicated as if the SPS and RPS acquisitions had occurred at the beginning of the period being
presented. Because SPS and RPS were under common control as of the date of these acquisitions, the
pro forma information contains the actual combined results of SPS and RPS and us, with the results
prior to the acquisition date including pro forma impact of: the amortization of the acquired
intangible assets; the interest expense incurred relating to the convertible note payable issued in
connection with the acquisition purchase price; interest expense that would not have been incurred
for the mortgage payable that was not assumed by us in the SPS acquisition; the elimination of the
sales and purchases between SPS and RPS and us; and rent expense that would have been incurred for
the building that was not acquired by us in the SPS acquisition, net of the reduction in
depreciation expense for the building. These pro forma amounts do not purport to be indicative of
the results that would have actually been obtained if the acquisition occurred as of the beginning
of each of the periods presented or that may be obtained in the future.
| |
|
|
|
|
|
|
|
|
| |
|
Years Ended December 31, |
| (in thousands, except per share data) |
|
2007 |
|
2006 |
| |
|
|
Revenues |
|
$144,356 |
|
$ |
102,484 |
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) |
|
$5,393 |
|
$ |
(26,887 |
) |
|
|
|
|
|
|
|
|
|
Earnings
(Loss) per share — Basic |
|
$0.34 |
|
$ |
(1.74 |
) |
Earnings
(Loss) per share — Diluted |
|
$0.33 |
|
$ |
(1.74 |
) |
2006 Acquisitions
ABLE New Energy Co., Ltd.
On May 19, 2006, we acquired 100% of the equity securities of ABLE New Energy Co., Ltd.
(“ABLE”), an established manufacturer of lithium batteries located in Shenzhen, China. With more
than 50 products, including a wide range of lithium-thionyl chloride and lithium-manganese dioxide
batteries and coin cells, this acquisition broadens our expanding portfolio of high-energy power
sources, enabling us to further penetrate large and emerging markets such as remote meter reading,
RFID (Radio Frequency Identification) and other markets that will benefit from these chemistries.
We expect this acquisition will strengthen our global presence, facilitate our entry into the
rapidly growing Chinese market, and improve our access to lower material and manufacturing costs.
64
The total consideration given for ABLE was a combination of cash and equity. The initial cash
purchase price was $1,896 (net of $104 in cash acquired), with an additional $500 cash payment
contingent on the achievement of certain performance milestones, payable in separate $250
increments, when cumulative ABLE revenues from the date of acquisition attain $5,000 and $10,000,
respectively. The contingent payments will be recorded as an addition to the purchase price when
the performance milestones are attained. In August 2007, the $5,000 cumulative revenue milestone
was attained, and as such, we recorded the first $250 contingent cash payment, which resulted in an
increase in goodwill of $250. The equity portion of the purchase price consisted of 96,247 shares
of our common stock valued at $1,000, based on the closing price of the stock on the closing date
of the acquisition, and 100,000 stock warrants valued at $526, for a total equity consideration of
$1,526. The fair value of the stock warrants was estimated using the Black-Scholes option-pricing
model with the following weighted-average assumptions as of May 19, 2006 (the date of acquisition):
| |
|
|
|
|
Risk-free interest rate |
|
|
4.31 |
% |
Volatility factor |
|
|
61.25 |
% |
Dividends |
|
|
0.00 |
% |
Weighted average expected life (years) |
|
|
2.50 |
|
We incurred $59 in acquisition related costs, which is included in the total potential cost of
the investment of $3,981.
The results of operations of ABLE and the estimated fair value of assets acquired and
liabilities assumed are included in our consolidated financial statements beginning on the
acquisition date. The estimated excess of the purchase price over the net tangible and intangible
assets acquired of $2,268 (including $104 in cash) was recorded as goodwill in the amount of
$1,567. The acquired goodwill has been assigned to the Non-Rechargeable Products segment and is
not deductible for income tax purposes.
The following table represents the final allocation of the purchase price to assets acquired
and liabilities assumed at the acquisition date:
| |
|
|
|
|
ASSETS |
|
|
|
|
Current assets: |
|
|
|
|
Cash and cash equivalents |
|
$ |
104 |
|
Trade accounts receivables, net |
|
|
318 |
|
Inventories |
|
|
737 |
|
Prepaid expenses and other current expenses |
|
|
73 |
|
|
|
|
|
Total current assets |
|
|
1,232 |
|
Property, plant and equipment, net |
|
|
740 |
|
Goodwill |
|
|
1,567 |
|
Intangible Assets: |
|
|
|
|
Trademarks |
|
|
90 |
|
Patents and technology |
|
|
390 |
|
Customer relationships |
|
|
820 |
|
Distributor relationships |
|
|
300 |
|
Non-compete agreements |
|
|
40 |
|
|
|
|
|
Total assets acquired |
|
|
5,179 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
Current liabilities: |
|
|
|
|
Accounts payable |
|
|
1,085 |
|
Other current liabilities |
|
|
110 |
|
|
|
|
|
Total current liabilities |
|
|
1,195 |
|
Long-term liabilities: |
|
|
|
|
Other long-term liabilities |
|
|
65 |
|
Deferred tax liability |
|
|
84 |
|
|
|
|
|
Total liabilities assumed |
|
|
1,344 |
|
|
|
|
|
|
|
|
|
|
Total Purchase Price |
|
$ |
3,835 |
|
| |
Trademarks have an indefinite life and will not be amortized. The intangible assets related
to patents and technology, customer relationships, and distributor relationships are being
amortized as the economic benefits of these
65
intangible assets are being utilized over their
weighted-average estimated useful life of eleven years. The non-compete agreements are being
amortized on a straight-line basis over its estimated useful life of three years.
McDowell Research, Ltd.
On July 3, 2006, we finalized the acquisition of substantially all of the assets of McDowell
Research, Ltd. (“McDowell”), a manufacturer of military communications accessories located in Waco,
Texas.
Under the terms of the acquisition agreement, the purchase price of approximately $25,000
consisted of $5,000 in cash and a $20,000 non-transferable, subordinated convertible promissory
note to be held by the sellers. The purchase price was subject to a post-closing adjustment based
on a final valuation of trade accounts receivable, inventory and trade accounts payable that were
acquired or assumed on the date of the closing, using a base value of $3,000. The final net value
of these assets, under our contractual obligation under the acquisition agreement, was $6,389,
resulting in a revised purchase price of approximately $28,448. A cash payment of $1,500 was
made to the sellers during the first quarter of 2007 and we had accrued $1,889 for the remaining
final post-closing adjustment of $3,389. As of December 31, 2006, we had accrued $3,000 for the
post-closing adjustment. The 2006 accrual for the post-closing adjustment is included in the other
current liabilities line on our Consolidated Balance Sheet.
The initial $5,000 cash portion was financed through a combination of cash on hand and
borrowing through the revolver component of our credit facility with our primary lending banks,
which was amended to accommodate the acquisition of McDowell. The $20,000 convertible note carried
a five-year term, an annual interest rate of 4% and was convertible at $15 per share into 1.33
million shares of our common stock, with a forced conversion feature, at our option, at any time
after the 30-day average closing price of our common stock exceeded $17.50 per share. We had
evaluated the terms of the conversion feature under applicable accounting literature, including
SFAS No. 133 and EITF 00-19, and concluded that this feature should not be separately accounted for
as a derivative. The conversion price was subject to adjustment as defined in the subordinated
convertible promissory note. Interest was payable quarterly in arrears, with all unpaid accrued
interest and outstanding principal due in full on July 3, 2011. In April 2007, in connection with
its dissolution, McDowell distributed the convertible note to its members in proportion to their
membership interests, resulting in six separate convertible notes aggregating $20,000.
On November 16, 2007, we finalized a settlement agreement with the sellers of McDowell, which
resolved various operational issues that arose during the first several months following the
acquisition that significantly reduced our profit margins. The settlement agreement reduced the
overall purchase price by approximately $7,900, by reducing the principal amount on the convertible
notes from $20,000 to $14,000, and eliminating the $1,889 liability related to the purchase price
adjustment. In addition, the interest rate on the convertible notes was increased from 4% to 5%
and we made prepayments totaling $3,500 on the convertible notes. Upon payment of the $3,500, we
reported a one-time, non-operating gain of approximately $7,550 to account for the purchase price
reduction, net of certain adjustments related to the change in the interest rate on the convertible
notes. Based on
the facts and circumstances surrounding the settlement agreement, there was not a clear and direct
link to the purchase price; therefore, we recorded the settlement as an adjustment to income in
accordance with SFAS No. 141. In January 2008, the
convertible notes were converted in full into 700,000 shares of our common stock.
We have incurred $59 in acquisition related costs, which are included in the approximate total
cost of the investment of $28,448.
The results of operations of McDowell and the estimated fair value of assets acquired and
liabilities assumed are included in our consolidated financial statements beginning on the
acquisition date. The estimated excess of the purchase price over the net tangible and intangible
assets acquired of $15,373 was recorded as goodwill in the amount of $13,075. The acquired
goodwill has been assigned to the Communications Systems and the Rechargeable Products segments and
is fully deductible for income tax purposes.
66
The following table represents the final allocation of the purchase price to assets acquired
and liabilities assumed at the acquisition date:
| |
|
|
|
|
ASSETS |
|
|
|
|
Current assets: |
|
|
|
|
Trade accounts receivables, net |
|
$ |
3,532 |
|
Inventories |
|
|
5,155 |
|
Prepaid inventory and other current expenses |
|
|
10 |
|
|
|
|
|
Total current assets |
|
|
8,697 |
|
Property, plant and equipment, net |
|
|
397 |
|
Goodwill |
|
|
13,075 |
|
Intangible Assets: |
|
|
|
|
Trademarks |
|
|
3,000 |
|
Patents and technology |
|
|
3,201 |
|
Customer relationships |
|
|
1,990 |
|
Non-compete agreements |
|
|
166 |
|
|
|
|
|
Total assets acquired |
|
|
30,526 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
Current liabilities: |
|
|
|
|
Current portion of long-term debt |
|
|
46 |
|
Accounts payable |
|
|
1,787 |
|
Other current liabilities |
|
|
208 |
|
|
|
|
|
Total current liabilities |
|
|
2,041 |
|
Long-term liabilities: |
|
|
|
|
Debt |
|
|
37 |
|
|
|
|
|
Total liabilities assumed |
|
|
2,078 |
|
|
|
|
|
|
|
|
|
|
Total Purchase Price |
|
$ |
28,448 |
|
| |
Trademarks have an indefinite life and are not being amortized. The intangible assets related
to patents and technology and customer relationships are being amortized as the economic benefits
of these intangible assets are being utilized over their weighted-average estimated useful life of
thirteen years. The non-compete agreements are being amortized on a straight-line basis over their
estimated useful life of two years.
In connection with the McDowell acquisition, we entered into an operating lease agreement for
real property in Waco, Texas with a partnership that is 50% owned by Thomas Hauke, who joined us as
an executive officer following the completion of the McDowell acquisition. The lease term was for
one year, with annual rent of $227, payable in monthly installments. This lease was extended and
on November 1, 2007, we entered into a new operating lease agreement on a month-to-month basis for
$10 per month, due to a reduction in total square feet being utilized. During the first quarter of
2007, Mr. Hauke resigned from his position.
The following table summarizes the unaudited pro forma financial information for the periods
indicated as if the McDowell acquisition had occurred at the beginning of the period being
presented. The pro forma information contains the actual combined results of McDowell and us, with
the results prior to the acquisition date including pro forma impact of: the amortization of the
acquired intangible assets; the interest expense incurred relating to the convertible note payable
issued in connection with the acquisition purchase price; the elimination of the sales and
purchases between McDowell and us; the impact on interest income and interest expense in connection
with funding the cash portion of the acquisition purchase price; and the impact on income taxes.
These pro forma amounts do not purport to be indicative of the results that would have actually
been obtained if the acquisitions occurred as of the beginning of each of the periods presented or
that may be obtained in the future.
67
| |
|
|
|
|
| |
|
Year Ended |
| (in thousands, except per share data) |
|
December 31, 2006 |
Revenues |
|
$ |
105,691 |
|
|
|
|
|
|
Net Loss |
|
$ |
(26,359 |
) |
|
|
|
|
|
Loss per share — Basic |
|
$ |
(1.77 |
) |
|
|
|
|
|
Loss per share — Diluted |
|
$ |
(1.77 |
) |
Note 3 — Supplemental Balance Sheet Information
a. Inventory
Inventories are stated at the lower of cost or market with cost determined under the first-in,
first-out (FIFO) method. The composition of inventories was:
| |
|
|
|
|
|
|
|
|
| |
|
December 31, |
| |
|
2007 |
|
2006 |
Raw materials |
|
$ |
22,613 |
|
|
$ |
14,964 |
|
Work in process |
|
|
7,493 |
|
|
|
9,061 |
|
Finished products |
|
|
7,325 |
|
|
|
4,541 |
|
| |
|
|
|
|
|
37,431 |
|
|
|
28,566 |
|
Less: Reserve for obsolescence |
|
|
2,333 |
|
|
|
1,206 |
|
| |
|
|
|
|
$ |
35,098 |
|
|
$ |
27,360 |
|
|
|
|
|
|
|
|
|
|
b. Property, Plant and Equipment
Major
classes of property, plant and equipment consisted of the following:
| |
|
|
|
|
|
|
|
|
| |
|
December 31, |
|
| |
|
2007 |
|
|
2006 |
|
Land |
|
$ |
123 |
|
|
$ |
123 |
|
Buildings and Leasehold Improvements |
|
|
5,104 |
|
|
|
4,336 |
|
Machinery and Equipment |
|
|
43,252 |
|
|
|
40,485 |
|
Furniture and Fixtures |
|
|
1,229 |
|
|
|
982 |
|
Computer Hardware and Software |
|
|
2,359 |
|
|
|
2,127 |
|
Construction in Progress |
|
|
1,090 |
|
|
|
1,300 |
|
|
|
|
|
|
|
|
|
|
|
53,157 |
|
|
|
49,353 |
|
Less: Accumulated Depreciation |
|
|
33,792 |
|
|
|
29,957 |
|
|
|
|
|
|
|
|
|
|
$ |
19,365 |
|
|
$ |
19,396 |
|
|
|
|
|
|
|
|
Estimated costs to complete construction in progress as of December 31, 2007 and 2006 was approximately $876 and $900,
respectively.
Depreciation expense was $3,765, $3,610, and $3,112 for the years ended December 31, 2007, 2006, and 2005, respectively.
68
Included in Buildings and Leasehold Improvements is our Newark, New York facility that was
held under a capital lease. Upon expiration of the lease in December 2007, we purchased the
facility for the purchase price of one dollar. The carrying value for this facility is as follows:
| |
|
|
|
|
|
|
|
|
| |
|
December 31, |
|
| |
|
2007 |
|
|
2006 |
|
Acquisition Value |
|
$ |
553 |
|
|
$ |
553 |
|
Accumulated Amortization |
|
|
544 |
|
|
|
488 |
|
|
|
|
|
|
|
|
Carrying Value |
|
$ |
9 |
|
|
$ |
65 |
|
|
|
|
|
|
|
|
Included in Machinery and Equipment are various capital leases. The carrying value for these
assets is as follows:
| |
|
|
|
|
|
|
|
|
| |
|
December 31, |
|
| |
|
2007 |
|
|
2006 |
|
Acquisition Value |
|
$ |
600 |
|
|
$ |
37 |
|
Accumulated Amortization |
|
|
29 |
|
|
|
0 |
|
|
|
|
|
|
|
|
Carrying Value |
|
$ |
571 |
|
|
$ |
37 |
|
|
|
|
|
|
|
|
c. Goodwill
The following table summarizes the goodwill activity by segment for the years ended December
31, 2007 and 2006:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Non- |
|
|
|
|
|
|
|
|
|
|
Design and |
|
|
|
|
| |
|
Rechargeable |
|
|
Rechargeable |
|
|
Communications |
|
|
Installation |
|
|
|
|
| |
|
Products |
|
|
Products |
|
|
Systems |
|
|
Services |
|
|
Total |
|
| |
|
|
Balance at December 31, 2005 |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
Acquisition of ABLE |
|
|
1,239 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,239 |
|
Acquisition of McDowell |
|
|
— |
|
|
|
2,421 |
|
|
|
9,684 |
|
|
|
— |
|
|
|
12,105 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2006 |
|
$ |
1,239 |
|
|
$ |
2,421 |
|
|
$ |
9,684 |
|
|
$ |
— |
|
|
$ |
13,344 |
|
|
|
|
|
|
Acquisition of RedBlack |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
905 |
|
|
|
905 |
|
Acquisition of SPS |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,825 |
|
|
|
3,825 |
|
Acquisition of RPS |
|
|
— |
|
|
|
1,672 |
|
|
|
— |
|
|
|
— |
|
|
|
1,672 |
|
Adjustments to purchase price allocation |
|
|
328 |
|
|
|
194 |
|
|
|
776 |
|
|
|
— |
|
|
|
1,298 |
|
Effect of foreign currency translations |
|
|
136 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
136 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2007 |
|
$ |
1,703 |
|
|
$ |
4,287 |
|
|
$ |
10,460 |
|
|
$ |
4,730 |
|
|
$ |
21,180 |
|
| |
|
|
d. Other Intangible Assets
The composition of intangible assets was:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
December 31, 2007 |
|
| |
|
|
|
|
|
Accumulated |
|
|
|
|
| |
|
Gross Assets |
|
|
Amortization |
|
|
Net |
|
Trademarks |
|
$ |
4,399 |
|
|
$ |
— |
|
|
$ |
4,399 |
|
Patents and technology |
|
|
4,069 |
|
|
|
1,662 |
|
|
|
2,407 |
|
Customer relationships |
|
|
7,489 |
|
|
|
1,608 |
|
|
|
5,881 |
|
Distributor relationships |
|
|
329 |
|
|
|
123 |
|
|
|
206 |
|
Non-compete agreements |
|
|
390 |
|
|
|
170 |
|
|
|
220 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets |
|
$ |
16,676 |
|
|
$ |
3,563 |
|
|
$ |
13,113 |
|
| |
|
|
69
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
December 31, 2006 |
|
| |
|
|
|
|
|
Accumulated |
|
|
|
|
| |
|
Gross Assets |
|
|
Amortization |
|
|
Net |
|
Trademarks |
|
$ |
3,090 |
|
|
$ |
— |
|
|
$ |
3,090 |
|
Patents and technology |
|
|
3,737 |
|
|
|
619 |
|
|
|
3,118 |
|
Customer relationships |
|
|
2,940 |
|
|
|
476 |
|
|
|
2,464 |
|
Distributor relationships |
|
|
300 |
|
|
|
55 |
|
|
|
245 |
|
Non-compete agreements |
|
|
204 |
|
|
|
49 |
|
|
|
155 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets |
|
$ |
10,271 |
|
|
$ |
1,199 |
|
|
$ |
9,072 |
|
| |
|
|
Amortization expense for intangible assets was $2,317, $1,199, and $0 for the years ended
December 31, 2007, 2006, and 2005, respectively.
The change in the cost value of total intangible assets is a result of the 2007 acquisitions,
changes in the final valuation of intangible assets in connection with the 2006 acquisitions and
the effect of foreign currency translations.
Note 4 — Operating Leases
We lease various buildings, machinery, land, automobiles and office equipment. Rental
expenses for all operating leases were approximately $1,234, $1,026 and $768 for the years ended
December 31, 2007, 2006 and 2005, respectively. Future minimum lease payments under
non-cancelable operating leases as of December 31, 2007 are as follows:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
2012 |
| 2008 |
|
2009 |
|
2010 |
|
2011 |
|
and beyond |
| $ |
944 |
|
$ |
681 |
|
$ |
621 |
|
$ |
346 |
|
$ |
476 |
Note 5 — Debt and Capital Leases
Credit Facilities
Our primary credit facility, which was initiated in 2004, consists of both a term loan
component and a revolver component, and the facility is collateralized by essentially all of our
assets, including all of our subsidiaries. The lenders of the credit facility are JP Morgan Chase
Bank and Manufacturers and Traders Trust Company, with JP Morgan Chase Bank acting as the
administrative agent. The current revolver loan commitment is $15,000. Availability under the
revolving credit component is subject to meeting certain
financial covenants. We are required to meet certain financial covenants under the facility,
as amended, including a debt to earnings ratio, a fixed charge coverage ratio, and a current assets
to total liabilities ratio. In addition, we are required to meet certain non-financial covenants.
The rate of interest, in general, is based upon either a LIBOR rate or Prime, plus a Eurodollar
spread (dependent upon a debt to earning ratio within a predetermined grid).
On June 30, 2004, we drew down the full $10,000 term loan. The term loan is being repaid in
equal monthly installments of $167 over five years. On July 1, 2004, we entered into an interest
rate swap arrangement in the notional amount of $10,000 to be effective on August 2, 2004, related
to the $10,000 term loan, in order to take advantage of historically low interest rates. We
received a fixed rate of interest in exchange for a variable rate. The swap rate received was
3.98% for five years. The total rate of interest paid by us is equal to the swap rate of 3.98%
plus the Eurodollar spread stipulated in the predetermined grid associated with the term loan. On
January 1, 2006, the adjusted rate was 6.98%. On February 14, 2007, the adjusted rate increased to
7.23%, on August 15, 2007, the adjusted rate decreased to 6.98%, and on November 7, 2007, the
adjusted rate decreased to 5.98%. Derivative instruments are accounted for in accordance with SFAS
No. 133, “Accounting for Derivative Instruments and Hedging Activities”, which requires that all
derivative instruments be recognized in the financial statements at fair value. The fair value of
this arrangement at December 31, 2007 resulted in an asset of $4, all of which was reflected as a
short-term asset.
There have been several amendments to the credit facility during the past few years, including
amendments to authorize acquisitions and modify financial covenants. Effective February
14, 2007, we entered into Forbearance and Amendment Number Six to the Credit Agreement
(“Forbearance and Amendment”) with the banks. The Forbearance and Amendment provided that the
banks would forbear from exercising their rights under the credit facility arising from our failure
to comply with certain financial covenants in the credit facility with respect to the fiscal
quarter
70
ended December 31, 2006. Specifically, we were not in compliance with the terms of the
credit facility because we failed to maintain the required debt-to-earnings and EBIT-to-interest
ratios provided for in the credit facility at that time. The banks agreed to forbear from
exercising their respective rights and remedies under the credit facility until March 23, 2007
(“Forbearance Period”), unless we breached the Forbearance and Amendment or unless another event or
condition occurred that constituted a default under the credit facility. Each bank agreed to
continue to make revolving loans available to us during the Forbearance Period. Pursuant to the
Forbearance and Amendment, the aggregate amount of the banks’ revolving loan commitment was reduced
from $20,000 to $15,000. During the Forbearance Period, the applicable revolving interest rate and
the applicable term interest rate, in each case as set forth in the credit agreement, both were
increased by 25 basis points. In addition to a number of technical and conforming amendments, the
Forbearance and Amendment revised the definition of “Change in Control” in the credit facility to
provide that the acquisition of equity interests representing more than 30% of the aggregate
ordinary voting power represented by the issued and outstanding equity interests of us shall
constitute a “Change in Control” for purposes of the credit facility. Previously, the equity
interests threshold had been set at 20%.
Effective March 23, 2007, we entered into Extension of Forbearance and Amendment Number Seven
to Credit Agreement (“Extension and Amendment”) with the banks. The Extension and Amendment
provided that the banks agreed to extend the Forbearance Period until May 18, 2007. The Extension
and Amendment also acknowledged that we continued not to be in compliance with the financial
covenants identified above for the fiscal quarter ended December 31,
2006 and did not contemplate being in compliance for the fiscal
quarter ending March 31, 2007.
Effective May 18, 2007, we entered into Extension of Forbearance and Amendment Number Eight to
Credit Agreement (“Second Extension and Amendment”) with the banks. The Second Extension and
Amendment provided that the banks agreed to extend the Forbearance Period until August 15, 2007.
The Second Extension and Amendment also acknowledged that we continued not to be in compliance with
the financial covenants identified above for the fiscal quarter ended March 31, 2007 and did not
contemplate being in compliance for the fiscal quarter ending June 30, 2007.
Effective August 15, 2007, we entered in Amendment Number Nine to Credit Agreement (“Amendment
Nine”) with the banks. Amendment Nine effectively ended the Forbearance Period and extended the
term of the revolving credit component of the facility to January 31, 2009 and the term of the term
loan component of the facility to July 1, 2009. Amendment Nine also added several definitions and
modified or replaced certain covenants. As of December 31, 2007, we were in compliance with all of
the credit facility covenants, as amended.
While we believe relations with our lenders are good and we have received waivers as necessary
in the past, there can be no assurance that such waivers can always be obtained. In such case, we
believe we have, in the aggregate, sufficient cash, cash generation capabilities from operations,
working capital, and financing alternatives at our disposal, including but not limited to
alternative borrowing arrangements (e.g. asset secured borrowings) and other available lenders, to
fund operations in the normal course and repay the debt outstanding under our credit facility.
As of December 31, 2007, we had $3,167 outstanding under the term loan component of our credit
facility with our primary lending bank and $11,200 was outstanding under the revolver component.
At December 31, 2007, the interest rate on the revolver component was 7.25%. The revolver
arrangement now provides for up to $15,000 of borrowing capacity, including outstanding letters of
credit. At December 31, 2007, we had no outstanding letters of credit related to this facility, as
amended August 15, 2007, leaving $3,800 of additional borrowing capacity.
As of December 31, 2007, our wholly-owned U.K. subsidiary, Ultralife Batteries (UK) Ltd.
(“Ultralife UK”), had nothing outstanding under its revolving credit facility with a commercial
bank in the U.K. This credit facility provides our U.K. operation with additional financing
flexibility for its working capital needs. Any borrowings against this credit facility are
collateralized with Ultralife UK’s outstanding accounts receivable balances. The maximum credit
available to that subsidiary under the facility is approximately $899 as of December 31, 2007. The
rate of interest is based upon prime plus 2.25% (7.75% at December 31, 2007).
Equipment
and Vehicle Notes Payable
We have two equipment notes payable related to our McDowell operations. The first note
payable is for equipment that provides for payments (including principal and interest at 5.85%) of
$34 per year through January 2008. The other note payable is also for equipment that provides for
payments (including principal and interest at 6.75%) of $12 per year through May 2009. The
respective equipment collateralizes both notes payable.
71
We have two equipment and one vehicle notes payable related to our RedBlack operations. The
first equipment note payable provides for payments (including principal and interest at 6.27%) of
$8 per year through February 2008. The second equipment note payable provides for payments
(including principal and interest at 6.27%) of $12 per year through November 2008. The vehicle
note payable provides for payments (including principal and interest at 0.90%) of $13 per year
through March 2009. The respective equipment and vehicles collateralize the notes payable.
We have eleven vehicle notes payable related to our SPS operations. The notes payable provide
for payments (including principal and interest) of $73 per year, collectively. The interest rates
on the notes payable range from 0.00% to 7.13%. The term on the notes payable range from 24 to 72
months, with payments on the individual notes payable ending between March 2008 and October 2012.
The respective vehicles collateralize the notes payable.
Capital Leases
We have twelve capital leases. The first capital lease commitment was for the Newark, New
York facility which provided for payments (including principal and interest) of $28 per year from
December 2003 through 2007. Upon expiration of the lease, we purchased the facility for one
dollar. The second capital lease commitment is for copiers that provides for payments (including
principal and interest) of $14 per year from November 2006 through October 2009. The third capital
lease commitment is for leasehold improvements that provide for payments (including principal and
interest) of $91 per year from May 2007 through April 2012. The remaining nine capital lease
commitments are for copiers that provide for payments (including principal and interest) of $38 per
year, collectively, from July 2007 through December 2012. Remaining interest payable on the
capital leases is approximately $89. At the end of the lease terms, we are required to purchase
the assets under the capital lease commitments for one dollar each.
Payment Schedule
Scheduled
principal payments under the current amount outstanding of debt and capital leases are as follows:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
and |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Vehicle |
|
|
|
|
|
|
Convertible |
|
|
|
|
| |
|
Credit |
|
|
Notes |
|
|
Capital |
|
|
Notes |
|
|
|
|
| |
|
Facility |
|
|
Payable |
|
|
Leases |
|
|
Payable |
|
|
Total |
|
2008 |
|
$ |
13,200 |
|
|
$ |
113 |
|
|
$ |
110 |
|
|
$ |
— |
|
|
$ |
13,423 |
|
2009 |
|
|
1,167 |
|
|
|
60 |
|
|
|
115 |
|
|
|
— |
|
|
|
1,342 |
|
2010 |
|
|
— |
|
|
|
50 |
|
|
|
111 |
|
|
|
4,000 |
|
|
|
4,161 |
|
2011 |
|
|
— |
|
|
|
34 |
|
|
|
119 |
|
|
|
10,500 |
|
|
|
10,653 |
|
2012 and thereafter |
|
|
— |
|
|
|
9 |
|
|
|
59 |
|
|
|
— |
|
|
|
68 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,367 |
|
|
|
266 |
|
|
|
514 |
|
|
|
14,500 |
|
|
|
29,647 |
|
Less: Current portion |
|
|
13,200 |
|
|
|
113 |
|
|
|
110 |
|
|
|
— |
|
|
|
13,423 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term |
|
$ |
1,167 |
|
|
$ |
153 |
|
|
$ |
404 |
|
|
$ |
14,500 |
|
|
$ |
16,224 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In January 2008, the convertible notes in connection with the McDowell acquisition, with a
balance of $10,500 at December 31, 2007, were converted in full into 700,000 shares of our common
stock.
Letters of Credit
In connection with the $4,000 operating lease line that we initiated in March 2001, we
maintained a letter of credit, which expired in July 2007. At December 31, 2007, we had no
outstanding letters of credit.
72
Note 6 — Commitments and Contingencies
a. Indemnity Agreement
The Delaware General Corporation Law provides that directors or officers will be reimbursed
for all expenses, to the fullest extent permitted by law arising out of their performance as agents
or trustees of ours.
b. Purchase Commitments
As of December 31, 2007, we have made commitments to purchase approximately $326 of production
machinery and equipment.
c. Royalty Agreements
Technology underlying certain of our products is based in part on non-exclusive transfer
agreements. In 2003, we entered into an agreement with Saft, to license certain tooling for
battery cases. The licensing fee associated with this agreement is essentially one dollar per
battery case. The total royalty expense reflected in 2007, 2006 and 2005 was $13, $39 and $103,
respectively. This agreement expires in the year 2017.
d. Government Grants/Loans
We have been able to obtain certain grants/loans from government agencies to assist with
various funding needs. In November 2001, we received approval for a $300 grant/loan from New York
State. The grant/loan was to fund capital expansion plans that we expected would lead to job
creation. In this case, we were to be reimbursed after the full completion of the particular
project. This grant/loan also required us to meet and maintain certain levels of employment.
During 2002, since we did not meet the initial employment threshold, it appeared unlikely at that
time that we would be able to gain access to these funds. However, during 2006, our employment
levels had increased to a level that exceeded the minimum threshold, and we received these funds in
April 2007. As this grant/loan requires us to not only meet, but maintain our employment levels
for a pre-determined time period, we currently reflect the funds that we received as a current
liability, in the Other Current Liabilities line on our Consolidated Balance Sheet. Our employment
levels met the specified levels as of December 31, 2007. In the event our employment levels are
not maintained at the specified levels at December 31, 2008, we may be required to pay back these
funds.
In October 2005, we received a contract valued at approximately $3,000 from the U.S. Defense
Department to purchase equipment and enhance processes to reduce lead times and increase
manufacturing efficiency to boost production surge capability of our BA-5390 battery during
contingency operations. Approximately $1,800 of the total contract amount pertains to inventory
that is included in our inventory balance at December 31, 2007, offset by deferred revenues which
are included in other current liabilities. Approximately $700 of the total contract pertains to a
reimbursement for expenses incurred to implement more effective processes and procedures, and the
remaining approximately $500 was allocated to purchase equipment that is owned by the U.S. Defense
Department. In 2006, we received $1,325 relating to this contract. In 2007, we received $1,257
relating to this contract. The contract term has been extended and we expect to complete this
contract during 2008.
e. Employment Contracts
We have employment contracts with certain of our key employees with automatic one-year
renewals unless terminated by either party. These agreements provide for minimum salaries, as
adjusted for annual increases, and may include incentive bonuses based upon attainment of specified
management goals. In addition, these agreements provide for severance payments in the event of
specified termination of employment.
In connection with the ABLE acquisition, we entered into employment contracts with certain key
employees for a term of one to three years. These agreements provide for minimum salaries and may
include incentive bonuses based upon attainment of specified management goals. In addition, these
agreements provide for severance payments in the event of specified termination of employment.
In connection with the McDowell acquisition, we have one employment contract with a key
employee for a term of two years. This agreement provides for a minimum salary and may include
incentive bonuses based upon attainment of specified management goals. In addition, this agreement
provides for severance payments in the event of specified termination of employment.
73
In connection with the RedBlack (formerly ISC) acquisition, we entered into employment
contracts with certain key employees for a term of one year. These agreements provide for minimum
salaries and may include incentive bonuses based upon attainment of specified management goals. In
addition, these agreements provide for severance payments in the event of specified termination of
employment.
In connection with the SPS and RPS acquisitions, we entered into employment contracts with
certain key employees for a term of three years. These agreements provide for minimum salaries and
may include incentive bonuses based upon attainment of specified management goals. In addition,
these agreements provide for severance payments in the event of specified termination of
employment.
f. Product Warranties
We estimate future costs associated with expected product failure rates, material usage and
service costs in the development of our warranty obligations. Warranty reserves are based on
historical experience of warranty claims and generally will be estimated as a percentage of sales
over the warranty period. In the event the actual results of these items differ from the
estimates, an adjustment to the warranty obligation would be recorded. Changes in our product
warranty liability during the years ended December 31, 2007, 2006 and 2005 were as follows:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2007 |
|
2006 |
|
2005 |
Balance at beginning of year |
|
$ |
522 |
|
|
$ |
464 |
|
|
$ |
326 |
|
Accruals for warranties issued |
|
|
210 |
|
|
|
131 |
|
|
|
205 |
|
Settlements made |
|
|
(231 |
) |
|
|
(73 |
) |
|
|
(67 |
) |
| |
|
|
Balance at end of year |
|
$ |
501 |
|
|
$ |
522 |
|
|
$ |
464 |
|
| |
|
|
g. Post Audits of Government Contracts
We have had certain “exigent”, non-bid contracts with the U.S. government that have been
subject to an audit and final price adjustment and have resulted in decreased margins compared with
the original terms of the contracts. As of December 31, 2007, there were no outstanding exigent
contracts with the U.S. government. As part of its due diligence, the U.S. government has
conducted post-audits of the completed exigent contracts to ensure that information used in
supporting the pricing of exigent contracts did not differ materially from actual results. In
September 2005, the Defense Contracting Audit Agency (“DCAA”) presented its findings related to the
audits of three of the exigent contracts, suggesting a potential pricing adjustment of
approximately $1,400 related to reductions in the cost of materials that occurred prior to the
final negotiation of these contracts. We have reviewed these audit reports, have submitted our
response to these audits and believe, taken as a whole, the proposed audit adjustments can be
offset with the consideration of other compensating cost increases that occurred prior to the final
negotiation of the contracts. While we believe that potential exposure exists relating to any
final negotiation of these proposed adjustments, we cannot reasonably estimate what, if any,
adjustment may result when finalized. In addition, in June 2007, we received a request from the
Office of Inspector General of the Department of Defense (“DoD IG”) seeking certain information and
documents relating to our business with the Department of Defense. We are cooperating with the DoD
IG inquiry and have furnished the requested information and documents. At this time we have no
basis for assessing whether we might face any penalties or liabilities on account of the DoD IG
inquiry. The aforementioned DCAA-related adjustments could reduce margins and, along with the
aforementioned DOD IG inquiry, could have an adverse effect on our business, financial condition
and results of operations.
h. Legal Matters
We are subject to legal proceedings and claims that arise in the normal course of business.
We believe that the final disposition of such matters will not have a material adverse effect on
the financial position or results of operations of ours.
In conjunction with our purchase/lease of our Newark, New York facility in 1998, we entered
into a payment-in-lieu of tax agreement, which provides us with real estate tax concessions upon
meeting certain conditions. In connection with this agreement, a consulting firm performed a Phase
I and II Environmental Site Assessment, which revealed the existence of contaminated soil and
ground water around one of the buildings. We retained an engineering firm, which estimated that
the cost of remediation should be in the range of $230. In February 1998, we entered into an
agreement with a third party which provides that we and this third party will retain an
environmental consulting firm to conduct a
supplemental Phase II investigation to verify the existence of the contaminants and further
delineate the nature of the
74
environmental concern. The third party agreed to reimburse us for
fifty percent (50%) of the cost of correcting the environmental concern on the Newark property. We
have fully reserved for our portion of the estimated liability. Test sampling was completed in the
spring of 2001, and the engineering report was submitted to the New York State Department of
Environmental Conservation (“NYSDEC”) for review. NYSDEC reviewed the report and, in January 2002,
recommended additional testing. We responded by submitting a work plan to NYSDEC, which was
approved in April 2002. We sought proposals from engineering firms to complete the remedial work
contained in the work plan. A firm was selected to undertake the remediation and in December 2003
the remediation was completed, and was overseen by the NYSDEC. The report detailing the remediation
project, which included the test results, was forwarded to NYSDEC and to the New York State
Department of Health (“NYSDOH”). The NYSDEC, with input from the NYSDOH, requested that we perform
additional sampling. A work plan for this portion of the project was written and delivered to the
NYSDEC and approved. In November 2005, additional soil, sediment and surface water samples were
taken from the area outlined in the work plan, as well as groundwater samples from the monitoring
wells. We received the laboratory analysis and met with the NYSDEC in March 2006 to discuss the
results. On June 30, 2006, the Final Investigation Report was delivered to the NYSDEC by our
outside environmental consulting firm. In November 2006, the NYSDEC completed its review of the
Final Investigation Report and requested additional groundwater, soil and sediment sampling. A
work plan to address the additional investigation was submitted to the NYSDEC in January 2007 and
was approved in April 2007. Additional investigation work was performed in May 2007. A
preliminary report of results was prepared by our outside environmental consulting firm in August
2007 and a meeting with the NYSDEC and NYSDOH took place in September 2007. As a result of this
meeting, NYSDEC and NYSDOH have requested additional investigation work. A work plan to address
this additional investigation was submitted to and approved by the NYSDEC in November 2007.
Additional investigation work was performed in December 2007 and we are awaiting the results from
our environmental consulting firm. The results of the additional investigation requested by the
NYSDEC may increase the estimated remediation costs modestly. Through December 31, 2007, total
costs incurred have amounted to approximately $195, none of which has been capitalized. At
December 31, 2007 and December 31, 2006, we have $85 and $35, respectively, reserved for this
matter.
A retail end-user of a product manufactured by one of our customers (the “Customer”), made a
claim against the Customer wherein it asserted that the Customer’s product, which is powered by one
of our batteries, does not operate according to the Customer’s product specification. No claim has
been filed against us. However, in the interest of fostering good customer relations, in September
2002, we agreed to lend technical support to the Customer in defense of its claim. Additionally,
we assured the Customer that we would honor our warranty by replacing any batteries that may be
determined to be defective. Subsequently, we learned that the end-user and the Customer settled
the matter. In February 2005, we entered into a settlement agreement with the Customer. Under the
terms of the agreement, we have agreed to provide replacement batteries for product determined to
be defective, to warrant each replacement battery under our standard warranty terms and conditions,
and to provide the Customer product at a discounted price for shipments made prior to December 31,
2008 in recognition of the Customer’s administrative costs in responding to the claim of the retail
end-user. In consideration of the above, the Customer released us from any and all liability with
respect to this matter. Consequently, we do not anticipate any further expenses with regard to
this matter other than our obligation under the settlement agreement. As of December 31, 2007, we
no longer have an accrual in the warranty reserve related to anticipated replacements under this
agreement, due to lack of actual claims for replacements during the past few years. Further, we do
not expect the ongoing terms of the settlement agreement to have a material impact on our
operations or financial condition.
i. Workers’ Compensation Self-Insured Trust
From August 2002 through August 2006, we participated in a self-insured trust to manage our
workers’ compensation activity for our employees in New York State. All members of this trust
have, by design, joint and several liability during the time they participate in the trust. In
August 2006, we left the self-insured trust and have obtained alternative coverage for our workers’
compensation program through a third-party insurer. In the third quarter of 2006, we confirmed that
the trust was in an underfunded position (i.e. the assets of the trust were insufficient to cover
the actuarially projected liabilities associated with the members in the trust). In the third
quarter of 2006, we recorded a liability and an associated expense of $350 as an estimate of our
potential future cost related to the trust’s underfunded status. As of December 31, 2007, we have
determined that our reserve for this potential liability continues to be reasonable. It is likely,
however, that the final amount may be more or less, depending upon the ultimate settlement of
claims that remain in the trust for the period of time we were a member. It is likely to take
several years before resolution of outstanding workers’ compensation claims are finally settled.
We will continue to review this liability periodically and make adjustments accordingly as new
information is collected.
75
Note 7 — Shareholders’ Equity
a. Preferred Stock
We have authorized 1,000,000 shares of preferred stock, with a par value of $0.10 per share.
At December 31, 2007, no preferred shares were issued or outstanding.
b. Common Stock
We have authorized 40,000,000 shares of common stock, with a par value of $0.10 per share.
In November 2007, we issued 1,000,000 shares of common stock in a limited public offering at
$13.50 per share. Total net proceeds from the offering were approximately $12,600, of which $6,000
was used for the SPS cash payment, $3,500 was used as a prepayment on the subordinated convertible
notes that were issued as partial consideration for the McDowell acquisition, $1,000 was used as a
repayment of borrowings outstanding under our credit facility used to fund the RedBlack
acquisition, and for general working capital purposes.
c. Treasury Stock
At December 31, 2007 and 2006, we had 728,690 and 727,250 shares, respectively, of treasury
stock outstanding, valued at $2,401 and $2,378, respectively. The 1,440 increase in treasury
shares related to the vesting of restricted stock awards for certain key employees in December
2007, a portion of which were withheld as treasury shares to cover for estimated individual income
taxes, since the vesting of such awards is a taxable event for the individuals.
d. Stock Options
We have various stock-based employee compensation plans. Effective January 1, 2006, we
adopted the provisions SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS No. 123R”)
requiring that compensation cost relating to share-based payment transactions be recognized in the
financial statements. The cost is measured at the grant date, based on the fair value of the
award, and is recognized as an expense over the employee’s requisite service period (generally the
vesting period of the equity award). We adopted SFAS No. 123R using the modified prospective
method and, accordingly, did not restate prior periods presented in this Form 10-K to reflect the
fair value method of recognizing compensation cost. Under the modified prospective approach, SFAS
No. 123R applies to new awards, awards that were unvested as of January 1, 2006 and to awards that
were outstanding on January 1, 2006 that are subsequently modified, repurchased or cancelled.
Prior to January 1, 2006, we applied Accounting Principles Board (APB) Opinion No. 25,
“Accounting for Stock Issued to Employees,” and related interpretations which required compensation
costs to be recognized based on the difference, if any, between the quoted market price of the
stock on the grant date and the exercise price. As all options granted to employees under such
plans had an exercise price at least equal to the market value of the underlying common stock on
the date of grant, and given the fixed nature of the equity instruments, no stock-based employee
compensation cost relating to stock options was reflected in net income (loss). For purposes of
the disclosure-only provision of SFAS No. 148, “Accounting for Stock–Based Compensation”, the fair
value of each fixed option grant was estimated on the date of grant using the Black-Scholes
option-pricing model with the following weighted average assumptions used for grants in the years
ended December 31, 2005:
| |
|
|
|
|
| |
|
2005 |
| |
Risk-free interest rate |
|
|
4.2 |
% |
Volatility factor |
|
|
69.4 |
% |
Dividends |
|
|
0 |
% |
Weighted average expected life (years) |
|
|
4 |
|
Weighted average fair value of options granted |
|
$ |
7.53 |
|
Our shareholders have approved various equity-based plans that permit the grant of options,
restricted stock and other equity-based awards. In addition, our shareholders have approved the
grant of options outside of these plans.
Our shareholders have approved a 1992 stock option for grants to key employees, directors and
consultants of ours. The shareholders approved reservation of 1,150,000 shares of Common Stock for
grant under the plan. During 1997, the Board of Directors and shareholders approved an amendment to
the plan increasing the number of shares of Common Stock reserved by 500,000 to 1,650,000. Options
granted under the 1992 plan are either Incentive Stock Options (“ISOs”) or Non-Qualified Stock
Options (“NQSOs”). Key employees were eligible to receive ISOs and NQSOs; however, directors and
76
consultants were eligible to receive only NQSOs. All ISOs vested at twenty percent per year for
five years and expired on the sixth anniversary of the grant. The NQSOs vested immediately and
expire on the sixth anniversary of the grant. On October 13, 2002, this plan expired and as a
result, there are no more shares available for grant under this plan. As of December 31, 2007,
there were 25,400 stock options outstanding under this plan.
Effective December 2000, we established the 2000 stock option plan which is substantially the
same as the 1992 stock option plan. The shareholders approved reservation of 500,000 shares of
Common Stock for grant under the plan. In December 2002, the shareholders approved an amendment to
the plan increasing the number of shares of Common Stock reserved by 500,000, to a total of
1,000,000.
In June 2004, shareholders adopted the Ultralife Batteries, Inc. 2004 Long-Term Incentive Plan
(“LTIP”) pursuant to which we were authorized to issue up to 750,000 shares of Common Stock and
grant stock options, restricted stock awards, stock appreciation rights and other stock-based
awards. In June 2006, shareholders approved an amendment to the LTIP, increasing the number of
shares of Common Stock by an additional 750,000, bringing the total shares authorized under the
LTIP to 1,500,000.
Options granted under the amended 2000 stock option plan and the LTIP are either ISOs or
NQSOs. Key employees are eligible to receive ISOs and NQSOs; however, directors and consultants
are eligible to receive only NQSOs. Most ISOs vest over a three or five year period and expire on
the sixth or seventh anniversary of the grant date. All NQSOs issued to non-employee directors
vest immediately and expire on either the sixth or seventh anniversary of the grant date. Some
NQSOs issued to non-employees vest immediately and expire within three years; others have the same
vesting characteristics as options given to employees. As of December 31, 2007, there were
1,696,063 stock options outstanding under the amended 2000 stock option plan and the LTIP.
On December 19, 2005, we granted the current CEO an option to purchase shares of Common Stock
at $12.96 per share outside of any of our equity-based compensation plans, subject to shareholder
approval. Shareholder approval was obtained on June 8, 2006. The option to purchase 48,000 shares
of Common Stock becomes exercisable in annual increments of 16,000 shares over a three-year period
commencing December 9, 2006. The option expires on June 8, 2013.
On December 28, 2005, our Board of Directors approved the acceleration of vesting of certain
“underwater” unvested stock options held by certain current employees of ours, including some of
our executive officers. Options held by our President and Chief Executive Officer were not included
in the acceleration. Options held by non-employee directors also were not included as those options
vest immediately upon grant. A stock option was considered “underwater” if the exercise price was
$12.90 per share or greater. The Board of Directors took action to accelerate the vesting of those
options that were underwater and that had been granted prior to October 2, 2005. The decision to
accelerate vesting of these underwater stock options was based on management’s desire to
incentivize our employees who hold options that are currently underwater, in addition to avoiding
the recognition of future compensation expense of approximately $1,500, net of related tax effects,
upon the effectiveness of SFAS No. 123R. The aggregate number of shares issuable upon options for
which the vesting was accelerated and the weighted average exercise price per share for executive
officers, all other employees, and total, respectively, are set forth below:
| |
|
|
|
|
|
|
|
|
| |
|
Aggregate Number of |
|
|
| |
|
Shares Issuable Upon |
|
|
| |
|
Accelerated Stock |
|
Weighted Average |
| |
|
Options |
|
Exercise Price Per Share |
Executive Officers* |
|
|
109,486 |
|
|
$ |
15.46 |
|
All Other Employees |
|
|
236,700 |
|
|
$ |
15.41 |
|
Total |
|
|
346,186 |
|
|
$ |
15.43 |
|
|
|
|
| * |
|
Executive officers exclude our President and Chief Executive Officer. |
In taking these actions, and to avoid any unintended personal benefits to our executive
officers, our Board of Directors imposed, as a condition of the acceleration, a holding period on
the shares underlying the options for which the vesting was accelerated which were held by certain
executive officers of ours. The holding period requires all such executive officers to refrain from
selling any shares of our common stock acquired upon the exercise of the options until the earlier
of the original vesting date applicable to such shares (or any portion thereof) underlying the
stock option grant or the termination of the executive officer’s employment. The decision to
accelerate vesting of these underwater stock options was based on two considerations. First, we
took the action as an alternative to issuing additional options, in order to incentivize our
employees who hold options that are currently underwater. With the broad distribution of options
that we have, the Board of Directors felt that it was a non-dilutive way to incentivize these
employees on a going forward basis. Second, it
77
would enable us to avoid recognizing future compensation expense associated with the
accelerated stock options upon the effectiveness of SFAS No. 123R. We also believe that the
underwater stock options may not be offering the intended incentives to the holders of those
options when compared to the potential future compensation expense that we would have had to bear
had we chosen not to accelerate their vesting.
The 346,186 stock options affected by this accelerated vesting represented approximately 25%
of the outstanding stock options awarded to our employees under our LTIP and predecessor plans.
In conjunction with SFAS No. 123R, we recorded compensation cost related to stock options of
$1,649 and $1,322 for the years ended December 31, 2007 and 2006, respectively. As of December 31,
2007, there was $1,785 of total unrecognized compensation costs related to outstanding stock
options, which is expected to be recognized over a weighted average period of 1.39 years.
We use the Black-Scholes option-pricing model to estimate fair value of stock-based awards.
The following weighted average assumptions were used to value options granted during the years
ended December 31, 2007 and 2006:
| |
|
|
|
|
|
|
|
|
| |
|
Years Ended December 31, |
| |
|
2007 |
|
2006 |
Risk-free interest rate |
|
|
4.59 |
% |
|
|
4.84 |
% |
Volatility factor |
|
|
56.72 |
% |
|
|
60.04 |
% |
Dividends |
|
|
0.00 |
% |
|
|
0.00 |
% |
Weighted average expected life (years) |
|
|
3.75 |
|
|
|
3.66 |
|
Forfeiture rate |
|
|
7.00 |
% |
|
|
7.00 |
% |
We calculate expected volatility for stock options by taking an average of historical
volatility over the past five years and a computation of implied volatility. Prior to 2006, the
computation of expected volatility was based solely on historical volatility. The change to a
blended volatility measure was based on a thorough review of assumptions underlying the valuation
of our stock options, in conjunction with additional information and guidance that became more
widely available as we prepared to implement SFAS No. 123R in 2006. A blended volatility factor
was deemed to be more appropriate as we believe that implied volatility, a forward-looking measure,
provides a more market-driven valuation related to investors’ expectations of the volatility of our
business, and provides a balance against focusing only on a historical measure. The computation of
expected term was determined based on historical experience of similar awards, giving consideration
to the contractual terms of the stock-based awards and vesting schedules. The interest rate for
periods within the contractual life of the award is based on the U.S. Treasury yield in effect at
the time of grant. Forfeiture rates are calculated by dividing unvested shares forfeited by
beginning shares outstanding. The pre-vesting forfeiture rate is calculated yearly and is
determined using a historical twelve-quarter rolling average of the forfeiture rates.
The following table summarizes data for the stock options issued by us:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Year Ended December 31, 2007 |
| |
|
|
|
|
|
Weighted |
|
Weighted |
|
|
| |
|
|
|
|
|
Average |
|
Average |
|
|
| |
|
|
|
|
|
Exercise |
|
Remaining |
|
Aggregate |
| |
|
Number |
|
Price |
|
Contractual |
|
Intrinsic |
| |
|
of Shares |
|
Per Share |
|
Term |
|
Value |
Shares under option
at beginning of
year |
|
|
1,815,471 |
|
|
$ |
11.03 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options granted |
|
|
263,000 |
|
|
|
10.49 |
|
|
|
|
|
|
|
|
|
Options exercised |
|
|
(204,008 |
) |
|
|
6.43 |
|
|
|
|
|
|
|
|
|
Options cancelled |
|
|
(105,000 |
) |
|
|
10.58 |
|
|
|
|
|
|
|
|
|
| |
|
|
Shares under option
at end of year |
|
|
1,769,463 |
|
|
$ |
11.51 |
|
|
4.32 years |
|
$ |
15,323 |
|
| |
|
|
Vested and expected
to vest as end of
year |
|
|
1,661,586 |
|
|
$ |
11.55 |
|
|
4.23 years |
|
$ |
14,316 |
|
Options exercisable
at end of year |
|
|
1,095,735 |
|
|
$ |
12.18 |
|
|
3.55 years |
|
$ |
8,761 |
|
78
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Year Ended December 31, |
|
2006 |
|
2005 |
| |
|
|
|
|
|
Weighted |
|
|
|
|
|
Weighted |
| |
|
|
|
|
|
Average |
|
|
|
|
|
Average |
| |
|
|
|
|
|
Exercise |
|
|
|
|
|
Exercise |
| |
|
Number |
|
Price |
|
Number |
|
Price |
| |
|
of Shares |
|
Per Share |
|
Of Shares |
|
Per Share |
Shares under option
at beginning of
year |
|
|
1,430,271 |
|
|
$ |
10.94 |
|
|
|
1,652,013 |
|
|
$ |
8.95 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options granted |
|
|
566,300 |
|
|
|
10.54 |
|
|
|
291,000 |
|
|
|
13.82 |
|
Options exercised |
|
|
(119,400 |
) |
|
|
6.09 |
|
|
|
(452,142 |
) |
|
|
5.50 |
|
Options cancelled |
|
|
(61,700 |
) |
|
|
14.04 |
|
|
|
(60,600 |
) |
|
|
11.18 |
|
| |
|
|
Shares under option
at end of year |
|
|
1,815,471 |
|
|
$ |
11.03 |
|
|
|
1,430,271 |
|
|
$ |
10.94 |
|
| |
|
|
Options exercisable
at end of year |
|
|
1,038,376 |
|
|
$ |
11.96 |
|
|
|
974,858 |
|
|
$ |
12.36 |
|
The following table represents additional information about stock options outstanding at
December 31, 2007:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Options Outstanding |
|
|
Options Exercisable |
| |
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
| |
|
Number of |
|
Average |
|
|
|
|
|
|
Number |
|
|
| |
|
Outstanding |
|
Remaining |
|
Weighted- |
|
|
Exercisable |
|
Weighted- |
| Range of |
|
at December 31, |
|
Contractual |
|
Average |
|
|
at December 31, |
|
Average |
| Exercise Prices |
|
2007 |
|
Life |
|
Exercise Price |
|
|
2007 |
|
Exercise Price |
| |
|
|
|
$2.61-$4.96 |
|
|
251,805 |
|
|
|
0.98 |
|
|
$ |
4.01 |
|
|
|
|
208,705 |
|
|
$ |
3.92 |
|
$5.18-$9.84 |
|
|
281,025 |
|
|
|
6.08 |
|
|
$ |
9.69 |
|
|
|
|
32,925 |
|
|
$ |
9.27 |
|
$9.95-$10.55 |
|
|
290,183 |
|
|
|
5.12 |
|
|
$ |
10.18 |
|
|
|
|
135,217 |
|
|
$ |
10.16 |
|
$10.70-$12.96 |
|
|
408,000 |
|
|
|
5.18 |
|
|
$ |
12.48 |
|
|
|
|
201,938 |
|
|
$ |
12.67 |
|
$12.99-$14.75 |
|
|
51,000 |
|
|
|
4.27 |
|
|
$ |
13.88 |
|
|
|
|
29,500 |
|
|
$ |
14.21 |
|
$15.05-$15.05 |
|
|
335,450 |
|
|
|
3.91 |
|
|
$ |
15.05 |
|
|
|
|
335,450 |
|
|
$ |
15.05 |
|
$16.15-$20.89 |
|
|
127,500 |
|
|
|
3.89 |
|
|
$ |
18.06 |
|
|
|
|
127,500 |
|
|
$ |
18.06 |
|
$21.28-$21.28 |
|
|
24,500 |
|
|
|
2.52 |
|
|
$ |
21.28 |
|
|
|
|
24,500 |
|
|
$ |
21.28 |
|
| |
|
|
|
$2.61-$21.28 |
|
|
1,769,463 |
|
|
|
4.32 |
|
|
$ |
11.51 |
|
|
|
|
1,095,735 |
|
|
$ |
12.18 |
|
The weighted average fair value of options granted during the years ended December 31, 2007
and 2006 was $4.84 and $5.02. The total intrinsic value of options (which is the amount by which
the stock price exceeded the exercise price of the options on the date of exercise) exercised
during the years ended December 31, 2007 and 2006 was $1,526 and $604.
Prior to adopting FAS 123R, all tax benefits resulting from the exercise of stock options were
presented as operating cash flows in the Condensed Statement of Cash Flows. SFAS No. 123R requires
cash flows from excess tax benefits to be classified as a part of cash flows from financing
activities. Excess tax benefits are realized tax benefits from tax deductions for exercised
options in excess of the deferred tax asset attributable to stock compensation costs for such
options. We did not record any excess tax benefits in 2007 or 2006. Cash received from option
exercises under our stock-based compensation plans for the years ended December 31, 2007, 2006 and
2005 was $1,314, $728 and $2,487, respectively.
e. Warrants
In July 2001, we issued warrants to purchase 109,000 shares of our common stock to H.C.
Wainwright & Co., Inc. and other affiliated individuals that participated as investment bankers in
the $6,800 private placement of 1,090,000 shares of common stock that was completed at that time.
The exercise price of the warrants was $6.25 per share and the warrants had a five-year term.
Through 2005, 22,365 warrants had been exercised. During 2006, 80,545 warrants were
79
exercised. On July 20, 2006, warrants to purchase 6,090 shares expired unexercised. At December
31, 2006, none of these warrants were outstanding.
On May 19, 2006, in connection with our acquisition of ABLE New Energy Co., Ltd., we granted
warrants to acquire 100,000 shares of common stock. The exercise price of the warrants is $12.30
per share and the warrants have a five-year term. At December 31, 2007, there were 100,000
warrants outstanding. In January 2008, 82,000 warrants were exercised.
f. Restricted Stock Awards
During 2007, we issued 28,948 restricted stock awards to directors. The restrictions lapse in
equal installments of 7,237 shares on August 15, 2007, November 15, 2007, February 15, 2008 and May
15, 2008. As of December 31, 2007, 14,474 of these shares had vested.
During 2007, we issued 22,600 time-vested restricted stock awards to our executive officers.
The restrictions for 10,000 of these restricted stock awards will
lapse annually in three equal installments, commencing on March 1, 2008. The restrictions for the remaining 12,600
restricted stock awards will lapse annually in three equal installments, commencing on
March 1, 2009. As of December 31, 2007, none of these shares had vested.
During 2006, we issued 26,668 restricted stock awards to directors. The restrictions lapse in
equal installments of 6,667 shares on August 15, 2006, November 15, 2006, February 15, 2007 and May
15, 2007. As of December 31, 2007, all 26,668 of these shares had vested.
During 2006, we issued 12,500 time-vested restricted stock awards to our executive officers.
The restrictions will lapse over a three-year period in equal installments, commencing on the first
anniversary of the grant date (December 21, 2006). As of December 31, 2007, 4,171 of these shares
had vested.
During 2006, we issued 46,500 performance-vested restricted stock awards to our executive
officers. The restrictions will lapse in three equal installments only if we meet or exceed the
same predetermined target for our operating performance for 2007, 2008 and 2009 as used for
determining cash awards pursuant to the non-equity incentive plan. As of December 31, 2007, none
of these shares had vested.
Restricted stock grants were awarded during the years ended December 31, 2007 and 2006 with
the following values:
| |
|
|
|
|
|
|
|
|
| |
|
Years Ended December 31, |
| |
|
2007 |
|
2006 |
| |
|
|
Number of shares awarded |
|
|
51,548 |
|
|
|
85,668 |
|
Weighted average fair value per share |
|
$ |
11.85 |
|
|
$ |
10.47 |
|
Aggregate total value |
|
$ |
610,854 |
|
|
$ |
897,237 |
|
The activity of restricted stock grants of common stock for the years ended December 31, 2007
and 2006 is summarized as follows:
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Weighted Average |
|
| |
|
Number of Shares |
|
|
Grant Date Fair Value |
|
Unvested as December 31, 2005 |
|
|
— |
|
|
$ |
— |
|
Granted |
|
|
85,668 |
|
|
|
10.47 |
|
Vested |
|
|
(13,334 |
) |
|
|
10.30 |
|
Forfeited |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
Unvested as December 31, 2006 |
|
|
72,334 |
|
|
$ |
10.50 |
|
Granted |
|
|
51,548 |
|
|
|
11.85 |
|
Vested |
|
|
(31,979 |
) |
|
|
10.46 |
|
Forfeited |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
Unvested at December 31, 2007 |
|
|
91,903 |
|
|
$ |
11.28 |
|
We recorded compensation cost related to restricted stock grants of $500 and $158 for the
years ended December 31, 2007 and 2006, respectively. As of December 31, 2007, we had $848 of
total unrecognized compensation expense related to restricted stock grants, which is expected to be
recognized over the remaining weighted average period of approximately
80
2.00 years. The total fair value of these grants that vested during the years ended December
31, 2007 and 2006 was $334 and $141, respectively.
g. Reserved Shares
We have reserved 1,934,598, 2,191,554, and 1,627,357 shares of common stock under the various
stock option plans, warrants and restricted stock awards as of December 31, 2007, 2006, and 2005
respectively.
h. Accumulated Other Comprehensive Income (Loss)
Other comprehensive income (loss) is reported on the Consolidated Statement of Changes in
Shareholders’ Equity and accumulated other comprehensive income (loss) is reported on the
Consolidated Balance Sheet.
The components of accumulated other comprehensive income (loss) were as follows:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
December 31, |
| |
|
2007 |
|
2006 |
|
2005 |
Foreign Currency Exchange Translation Adjustments |
|
$ |
66 |
|
|
$ |
(371 |
) |
|
$ |
(1,114 |
) |
Unrealized Gains (Losses) on Derivative Instruments |
|
|
3 |
|
|
|
50 |
|
|
|
(60 |
) |
| |
|
|
Accumulated Other Comprehensive Income (Loss) |
|
$ |
69 |
|
|
$ |
(321 |
) |
|
$ |
(1,054 |
) |
Note 8 — Income Taxes
The provision for income taxes consists of:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
| |
|
2007 |
|
|
2006 |
|
|
2005 |
|
Current: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
State |
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
— |
|
|
|
23,611 |
|
|
|
(970 |
) |
State |
|
|
— |
|
|
|
124 |
|
|
|
1,456 |
|
Foreign |
|
|
77 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
77 |
|
|
|
23,735 |
|
|
|
486 |
|
|
|
|
|
|
|
|
|
|
|
| |
Total |
|
$ |
77 |
|
|
$ |
23,735 |
|
|
$ |
489 |
|
|
|
|
|
|
|
|
|
|
|
We reflected a tax provision of $77 for the year ended December 31, 2007. This was due to the
adjustment required for deferred taxes outside the United States. We continued to report in 2007 a
full valuation allowance for our deferred tax assets in the United States and in the United Kingdom
arising from our conclusion that it was more likely than not that we would not be able to utilize
our U.S. and U.K. net operating loss carryforwards (“NOLs”) that had accumulated over time. The
recognition of the full valuation allowance on our deferred tax asset resulted from our evaluation
of all available evidence, both positive and negative, including: a) recent historical net
income/losses, and income/losses on a cumulative three-year basis; and b) a financial evaluation
that modeled the future utilization of anticipated deferred tax assets under three alternative
scenarios. Because evidence, such as our operating results during the most recent historical
periods excluding the gain on the McDowell settlement, is afforded more weight than forecasted results for future periods, our cumulative loss
during our most recent three-year period represents sufficient negative evidence regarding the need
for a full valuation allowance under SFAS No. 109. We continually assess the carrying value of
this asset based on relevant accounting standards.
In December 2006, we placed a full valuation allowance on our deferred tax assets arising from
our conclusion that it was more likely than not that we would not be able to utilize our U.S. and
U.K. NOLs that had accumulated over time. As
81
a result, we reflected a tax provision of $23,735 for the year ended December 31, 2006. The
recognition of the full valuation allowance on our deferred tax asset resulted from our evaluation
of all available evidence, both positive and negative, including: a) recent historical net
income/losses, and income/losses on a cumulative three-year basis; and b) a financial evaluation
that modeled the future utilization of anticipated deferred tax assets under three alternative
scenarios.
We reported a deferred income tax provision of $486 for 2005. We concluded at the end of 2005
that it was more likely than not that we would be able to utilize the U.S. NOLs. Our conclusion
was based on the expectation that the U.S. federal and state deferred tax assets will be realized
primarily through future taxable income from operations, and partly from reversing taxable
temporary differences. The continued recognition of a deferred tax asset resulted from our
evaluation of all available evidence, both positive and negative, including: a) recent historical
net income, and income on a cumulative three-year basis, as well as anticipated future
profitability based in part on recent military contracts; b) a financial evaluation that modeled
the future utilization of anticipated deferred tax assets under three alternative scenarios; and c)
the award of a significant contract with the U.S. Defense Department in December 2004 for various
battery types that could reach a maximum value of $286,000 in revenues over the next five years.
Included in the 2005 provision was a $1,456 impact from a change in the New York State income tax
law in the second quarter of 2005, which caused a reduction in the associated deferred tax asset.
In April 2005, legislation was enacted in New York State that changed the apportionment methodology
for corporate income from a “three factor formula” comprised of payroll, property and sales, to one
which uses only sales. This change was phased in beginning in 2006, and the change is fully
effective for the tax year 2008 and thereafter. This legislative change resulted in a reduction in
our New York State effective tax rate from approximately 2.46% in 2005 to 0.18% in 2008. Excluding
the New York State tax provision, the 2005 benefit related mainly from the loss before income taxes
for U.S. operations.
Deferred income taxes reflect the net tax effect of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and the amount used for
income tax purposes. Significant components of our deferred tax liabilities and assets are as follows:
| |
|
|
|
|
|
|
|
|
| |
|
December 31, |
|
|
December 31, |
|
| |
|
2007 |
|
|
2006 |
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
$ |
1,669 |
|
|
$ |
1,224 |
|
Intangible assets and other |
|
|
1,793 |
|
|
|
75 |
|
|
|
|
|
|
|
|
Total deferred tax liabilities |
|
|
3,462 |
|
|
|
1,299 |
|
|
|
|
|
|
|
|
| |
Deferred tax assets: |
|
|
|
|
|
|
|
|
Net operating loss carryforwards |
|
|
27,081 |
|
|
|
28,225 |
|
Accrued expenses, reserves and other |
|
|
2,242 |
|
|
|
2,383 |
|
Investments |
|
|
1,142 |
|
|
|
1,142 |
|
|
|
|
|
|
|
|
Total deferred tax assets |
|
|
30,465 |
|
|
|
31,750 |
|
| |
Valuation allowance for deferred tax assets |
|
|
(27,149 |
) |
|
|
(30,526 |
) |
|
|
|
|
|
|
|
Net deferred tax assets |
|
|
3,316 |
|
|
|
1,224 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax liability |
|
$ |
(146 |
) |
|
$ |
(75 |
) |
|
|
|
|
|
|
|
The $146 net deferred tax liability for the year ended December 31, 2007 is comprised of a
long-term deferred tax liability of $455, offset in part by a current deferred tax asset of $309.
The $75 net deferred tax liability for the year ended December 31, 2006 is comprised of a long-term
deferred tax liability of $150, offset in part by a current deferred tax asset of $75.
As of December 31, 2007, we have foreign and domestic net operating loss carryforwards
totaling approximately $83,679 available to reduce future taxable income. Foreign loss
carryforwards of approximately $11,915 can be carried forward indefinitely. The domestic net
operating loss carryforward of $71,764 expires from 2008 through 2027. The domestic net operating
loss includes approximately $1,831 of the net operating loss carryforward for which a benefit will
be recorded in capital in excess of par value when realized.
We have determined that a change in ownership as defined under Internal Revenue Code
Section 382 occurred during the fourth quarter of 2003, during the third quarter of 2005 and during
the fourth quarter of 2006. As such, the domestic net operating loss carryforward will be subject
to an annual limitation, which is currently estimated to be
82
approximately $12,000, the unused portion of which can be carried forward to subsequent periods. We
believe such limitation will not impact our ability to realize the deferred tax asset. In
addition, certain of our NOL carryforwards are subject to U.S. alternative minimum tax such that
carryforwards can offset only 90% of alternative minimum taxable income. This limitation did not
have an impact on income taxes determined for 2007 and 2006.
For financial reporting purposes, income (loss) before income taxes is as follows:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
| |
|
2007 |
|
|
2006 |
|
|
2005 |
|
United States |
|
$ |
3,170 |
|
|
$ |
(2,931 |
) |
|
$ |
(2,871 |
) |
Foreign |
|
|
2,490 |
|
|
|
(822 |
) |
|
|
(985 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
5,660 |
|
|
$ |
(3,753 |
) |
|
$ |
(3,856 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There are no undistributed earnings of our foreign subsidiaries, at December 31, 2007 or
December 31, 2006.
We have been granted a tax holiday in China. For 2007, our tax rate for our Chinese
subsidiary, ABLE, was 7.5%, which is 50% of the normal 15% tax rate for the jurisdiction in which
we operate. As a result of new legislation effective for 2008, ABLE’s corporate income rate will
increase to 9% which is 50% of the new 2008 tax rate of 18%. Thereafter, our tax rate in China will
be phased in until ultimately reaching a rate of 25% in 2012.
The provision for income taxes differs from the amount of income tax determined by
applying the applicable U.S. statutory federal income tax rate to income before income taxes as
follows:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
December 31, |
|
December 31, |
|
December 31, |
| |
|
2007 |
|
2006 |
|
2005 |
Provision/(benefit) computed using the statutory rate |
|
|
34.0 |
% |
|
|
(34.0 |
)% |
|
|
(34.0 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (reduction) in taxes resulting from: |
|
|
|
|
|
|
|
|
|
|
|
|
State tax, net of federal benefit |
|
|
0.0 |
|
|
|
3.3 |
|
|
|
37.8 |
|
Foreign |
|
|
(14.0 |
) |
|
|
7.4 |
|
|
|
8.7 |
|
Valuation allowance/deferred impact |
|
|
(27.3 |
) |
|
|
649.6 |
|
|
|
— |
|
Compensation |
|
|
7.8 |
|
|
|
6.8 |
|
|
|
— |
|
Other |
|
|
0.9 |
|
|
|
(0.7 |
) |
|
|
.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
|
1.4 |
% |
|
|
632.4 |
% |
|
|
12.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
In 2007, the provision for income taxes was lower than what would be expected if the statutory
rate were applied to pretax income. This is due to the continuation of reflecting a full valuation
allowance for our U.S. and U.K. deferred tax assets. In addition, there was a lower than expected
tax rate on our non-U.S. income due to the reduction of our valuation allowance on our foreign
deferred tax assets. In 2006, the provision for income taxes is higher than would be expected if
the statutory rate were applied to pretax income. This is due to the establishment of the valuation
allowance for our U.S. net deferred tax asset. In addition, there were no benefits recognized for
losses in the foreign jurisdictions. In 2005, we recorded a provision for income taxes. This
provision resulted primarily from the reduction in state deferred tax asset due to a legislative
change in New York State. The state tax provision for 2005 reflected in the table above includes
the amount related to this legislative change.
Accounting for Uncertainty in Income Taxes (“FIN 48”)
On January 1, 2007, we adopted FASB Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes” (“FIN 48”). As a result of the implementation of FIN 48, there was no cumulative
effect adjustment for unrecognized tax benefits, which would have been accounted for as an
adjustment to the January 1, 2007 balance of retained earnings. We have recorded no liability for
income taxes associated with unrecognized tax benefits at the date of adoption and have not
recorded any liability associated with unrecognized tax benefits during 2007, and as such, have not
recorded any interest or penalty in regard to any unrecognized benefit. Our policy regarding
interest and/or penalties related to income tax matters is to recognize such items as a component
of income tax expense (benefit). It is possible that a liability associated with our unrecognized
tax benefits will increase or decrease within the next twelve months.
83
We file a consolidated income tax return in the U.S. federal jurisdiction and consolidated and
separate income tax returns in many state and foreign jurisdictions. Our U.S. tax matters for the
years 2004 through 2007 remain subject to examination by the Internal Revenue Service (“IRS”).
Our U.S. tax matters for the years 2003 through 2007 remain subject to examination by various state
and local tax jurisdictions. Our tax matters for the years 2003 through 2007 remain subject to
examination by the respective foreign tax jurisdiction authorities.
Note 9- 401(k) Plan
We maintain a defined contribution 401(k) plan covering substantially all employees. Employees
can contribute a portion of their salary or wages as prescribed under Section 401(k) of the
Internal Revenue Code and, subject to certain limitations, we may, at the Board of Directors
discretion, authorize an employer contribution based on a portion of the employees’ contributions.
Effective February 2004, the Board of Directors approved our matching of employee contributions at
the rate of 50% of the first 4% contributed by an employee, or a maximum of 2% of the employee’s
income. In November 2005, the employer match was suspended in an effort to conserve cash. In
October 2007, the employer match was reinstated at the rate of 50% of the first 4% contributed by
an employee, or a maximum of 2% of the employee’s income. For 2007, 2006, and 2005 we contributed
$63, $0, and $133, respectively.
Note 10 — Business Segment Information
We report our results in four operating segments: Non-Rechargeable Products, Rechargeable
Products, Communications Systems and Design and Installation Services. The Non-Rechargeable
Products segment includes: lithium 9-volt, cylindrical and various other non-rechargeable
batteries, including seawater-activated. The Rechargeable Products segment includes: rechargeable
batteries, charging systems, uninterruptable power supplies and accessories, such as cables. In
2006, as a result of the acquisition of McDowell, we formed a new segment, Communications
Accessories, which was renamed Communications Systems in 2007. The Communications Systems segment
includes: power supplies, cable and connector assemblies, RF amplifiers, amplified speakers,
equipment mounts, case equipment and integrated communication system kits. In the fourth quarter
of 2007, as a result of the acquisitions of RedBlack and SPS, we renamed our Technology Contracts
segment to Design and Installation Services. The Design and Installation Services segment
includes: standby power and communications and electronics systems design, installation and
maintenance activities and revenues and related costs associated with various development
contracts. We look at our segment performance at the gross margin level, and we do not allocate
research and development or selling, general and administrative costs against the segments. All
other items that do not specifically relate to these four segments and are not considered in the
performance of the segments are considered to be Corporate charges.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Non- |
|
|
|
|
|
|
|
|
|
|
Design and |
|
|
|
|
|
|
|
| |
|
Rechargeable |
|
|
Rechargeable |
|
|
Communications |
|
|
Installation |
|
|
|
|
|
|
|
| |
|
Products |
|
|
Products |
|
|
Systems |
|
|
Services |
|
|
Corporate |
|
|
Total |
|
Revenues |
|
$ |
80,262 |
|
|
$ |
16,756 |
|
|
$ |
37,140 |
|
|
$ |
3,438 |
|
|
$ |
— |
|
|
$ |
137,596 |
|
Segment contribution |
|
|
17,747 |
|
|
|
3,578 |
|
|
|
6,693 |
|
|
|
756 |
|
|
|
(28,973 |
) |
|
|
(199 |
) |
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,184 |
) |
|
|
(2,184 |
) |
Gain on McDowell
settlement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,550 |
|
|
|
7,550 |
|
Other income
(expense), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
493 |
|
|
|
493 |
|
Income taxes-current |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
Income taxes-deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(77 |
) |
|
|
(77 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,583 |
|
84
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Non- |
|
|
|
|
|
|
|
|
|
|
Design and |
|
|
|
|
|
|
|
| |
|
Rechargeable |
|
|
Rechargeable |
|
|
Communications |
|
|
Installation |
|
|
|
|
|
|
|
| |
|
Products |
|
|
Products |
|
|
Systems |
|
|
Services |
|
|
Corporate |
|
|
Total |
|
Total assets |
|
|
44,921 |
|
|
|
20,733 |
|
|
|
32,706 |
|
|
|
15,713 |
|
|
|
7,975 |
|
|
|
122,048 |
|
Capital expenditures |
|
|
1,671 |
|
|
|
16 |
|
|
|
7 |
|
|
|
41 |
|
|
|
338 |
|
|
|
2,073 |
|
Depreciation and
amortization |
|
|
2,710 |
|
|
|
194 |
|
|
|
58 |
|
|
|
23 |
|
|
|
3,193 |
|
|
|
6,178 |
|
Stock-based
compensation |
|
|
191 |
|
|
|
2 |
|
|
|
1 |
|
|
|
3 |
|
|
|
1,952 |
|
|
|
2,149 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Rechargeable |
|
|
Rechargeable |
|
|
Communications |
|
|
Technology |
|
|
|
|
|
|
|
| |
|
Products |
|
|
Products |
|
|
Accessories |
|
|
Contracts |
|
|
Corporate |
|
|
Total |
|
Revenues |
|
$ |
67,779 |
|
|
$ |
17,745 |
|
|
$ |
7,433 |
|
|
$ |
589 |
|
|
$ |
— |
|
|
$ |
93,546 |
|
Segment contribution |
|
|
11,858 |
|
|
|
3,822 |
|
|
|
1,771 |
|
|
|
(8 |
) |
|
|
(20,400 |
) |
|
|
(2,957 |
) |
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,298 |
) |
|
|
(1,298 |
) |
Other income
(expense), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
502 |
|
|
|
502 |
|
Income taxes-current |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
Income taxes-deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23,735 |
) |
|
|
(23,735 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(27,488 |
) |
| |
Total assets |
|
|
50,029 |
|
|
|
17,759 |
|
|
|
24,473 |
|
|
|
— |
|
|
|
5,497 |
|
|
|
97,758 |
|
Capital expenditures |
|
|
1,410 |
|
|
|
3 |
|
|
|
22 |
|
|
|
— |
|
|
|
20 |
|
|
|
1,455 |
|
Depreciation and
amortization |
|
|
2,649 |
|
|
|
204 |
|
|
|
8 |
|
|
|
— |
|
|
|
2,005 |
|
|
|
4,866 |
|
Stock-based
compensation |
|
|
182 |
|
|
|
1 |
|
|
|
1 |
|
|
|
10 |
|
|
|
1,286 |
|
|
|
1,480 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Rechargeable |
|
|
Rechargeable |
|
|
Technology |
|
|
|
|
|
|
|
| |
|
Products |
|
|
Products |
|
|
Contracts |
|
|
Corporate |
|
|
Total |
|
Revenues |
|
$ |
58,509 |
|
|
$ |
10,067 |
|
|
$ |
1,925 |
|
|
$ |
— |
|
|
$ |
70,501 |
|
Segment contribution |
|
|
10,883 |
|
|
|
1,316 |
|
|
|
59 |
|
|
|
(15,160 |
) |
|
|
(2,902 |
) |
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(636 |
) |
|
|
(636 |
) |
Other income (expense), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(318 |
) |
|
|
(318 |
) |
Income taxes-current |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
(3 |
) |
Income taxes-deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(486 |
) |
|
|
(486 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,345 |
) |
| |
Total assets |
|
|
43,231 |
|
|
|
4,473 |
|
|
|
478 |
|
|
|
32,575 |
|
|
|
80,757 |
|
Capital expenditures |
|
|
2,756 |
|
|
|
73 |
|
|
|
— |
|
|
|
480 |
|
|
|
3,309 |
|
Depreciation and amortization expense |
|
|
2,140 |
|
|
|
329 |
|
|
|
— |
|
|
|
712 |
|
|
|
3,181 |
|
85
Geographical Information
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Revenues |
|
|
Long-Lived Assets |
|
| |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
United States |
|
$ |
79,263 |
|
|
$ |
57,255 |
|
|
$ |
50,178 |
|
|
$ |
15,728 |
|
|
$ |
15,557 |
|
|
$ |
16,776 |
|
United Kingdom |
|
|
22,140 |
|
|
|
9,509 |
|
|
|
6,501 |
|
|
|
2,356 |
|
|
|
2,880 |
|
|
|
3,155 |
|
China* |
|
|
1,566 |
|
|
|
899 |
|
|
|
— |
|
|
|
1,281 |
|
|
|
959 |
|
|
|
— |
|
Hong Kong |
|
|
1,672 |
|
|
|
2,309 |
|
|
|
479 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Europe, excluding
United Kingdom |
|
|
8,775 |
|
|
|
5,680 |
|
|
|
4,421 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Japan* |
|
|
3,520 |
|
|
|
4,018 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Singapore |
|
|
244 |
|
|
|
169 |
|
|
|
2,610 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Canada |
|
|
12,903 |
|
|
|
10,033 |
|
|
|
2,494 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Australia** |
|
|
3,390 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Other |
|
|
4,123 |
|
|
|
3,674 |
|
|
|
3,818 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| |
|
|
|
|
Total |
|
$ |
137,596 |
|
|
$ |
93,546 |
|
|
$ |
70,501 |
|
|
$ |
19,365 |
|
|
$ |
19,396 |
|
|
$ |
19,931 |
|
|
|
|
| * |
|
Geographical data for 2005 included in “Other” category. |
| |
| ** |
|
Geographical data for 2006 and 2005 included in “Other” category. |
Long-lived assets represent the sum of the net book value of property, plant and equipment.
Note 11 — Fires at Manufacturing Facilities
In May 2004 and June 2004, we experienced two fires that damaged certain inventory and
property at our facilities. The May 2004 fire occurred at our Newark facility and was caused by
cells that shorted out when a forklift truck accidentally tipped the cells over in an oven in an
enclosed area. Certain inventory, equipment and a small portion of the building where the fire was
contained were damaged. The June 2004 fire happened at our U.K. location and mainly caused damage
to various inventory and the Ultralife UK’s leased facility. The fire was contained mainly in a
bunkered, non-manufacturing area designed to store various material, and there was additional smoke
and water damage to the facility and its contents. It is unknown how the U.K. fire was started.
The total amount of the two losses and related expenses associated with company-owned assets
was approximately $2,000. Of this total, approximately $450 was related to machinery and
equipment, approximately $750 was related to inventory and approximately $800 was required to
repair and clean up the facilities. The insurance claim related to the fire at our Newark facility
was finalized in March 2005. In the first quarter of 2006, we received notice of a final claim
settlement for the U.K. facility. As a result of the final settlement for the fire at the U.K.
facility, we reflected a gain of $148 in the first quarter of 2006 related to equipment and
inventory damage. In April 2006 we received payment in final settlement. In June 2006 we recorded
a gain of $43 for the favorable settlement of fire damage that pertained to our leased facilities
in the U.K.
In November 2006, we experienced a fire that damaged certain inventory and property at our
facility in China, which began in a battery storage area. Certain inventory and portions of
buildings were damaged. We believe we maintain adequate insurance coverage for this operation.
The total amount of the loss pertaining to assets and the related expenses is expected to be
approximately $849. The majority of the insurance claim is related to the recovery of damaged
inventory. In July 2007, we received approximately $637 as a partial payment on our insurance
claim, which resulted in no gain or loss being recognized. As of December 31, 2007, our current
assets in our Consolidated Balance Sheet included a receivable from insurance companies for
approximately $152, representing additional proceeds to be received.
86
Note 12 — Selected Quarterly Information (unaudited)
The following table presents reported net revenues, gross margin (net sales less cost of
products sold), net income (loss) and net income (loss) per share, basic and diluted, for each
quarter during the past two years:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Quarter ended |
|
|
|
|
| |
|
March 31, |
|
|
June 30, |
|
|
Sept 29, |
|
|
Dec 31, |
|
|
Full |
|
| 2007 |
|
2007 |
|
|
2007 |
|
|
2007 |
|
|
2007 |
|
|
Year |
|
Revenues |
|
$ |
32,320 |
|
|
$ |
35,196 |
|
|
$ |
33,291 |
|
|
$ |
36,789 |
|
|
$ |
137,596 |
|
Gross margin |
|
|
7,501 |
|
|
|
8,617 |
|
|
|
6,922 |
|
|
|
5,734 |
|
|
|
28,774 |
|
Net Income (Loss) |
|
|
(36 |
) |
|
|
1,298 |
|
|
|
( 128 |
) |
|
|
4,449 |
|
|
|
5,583 |
|
Net Income (Loss) per share-basic |
|
|
(0.00 |
) |
|
|
0.09 |
|
|
|
(0.01 |
) |
|
|
0.28 |
|
|
|
0.36 |
|
Net Income (Loss) per share- diluted |
|
|
(0.00 |
) |
|
|
0.08 |
|
|
|
(0.01 |
) |
|
|
0.27 |
|
|
|
0.36 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Quarter ended |
|
|
|
|
| |
|
April 1, |
|
|
July 1, |
|
|
Sept 30, |
|
|
Dec 31, |
|
|
Full |
|
| 2006 |
|
2006 |
|
|
2006 |
|
|
2006 |
|
|
2006 |
|
|
Year |
|
Revenues |
|
$ |
18,319 |
|
|
$ |
21,393 |
|
|
$ |
23,725 |
|
|
$ |
30,109 |
|
|
$ |
93,546 |
|
Gross margin |
|
|
3,970 |
|
|
|
4,377 |
|
|
|
3,981 |
|
|
|
5,115 |
|
|
|
17,443 |
|
Net Income (Loss) |
|
|
140 |
|
|
|
109 |
|
|
|
(1,698 |
) |
|
|
(26,039 |
) |
|
|
(27,488 |
) |
Net Income (Loss) per share-basic |
|
|
0.01 |
|
|
|
0.01 |
|
|
|
(0.11 |
) |
|
|
(1.73 |
) |
|
|
(1.84 |
) |
Net Income (Loss) per share- diluted |
|
|
0.01 |
|
|
|
0.01 |
|
|
|
(0.11 |
) |
|
|
(1.73 |
) |
|
|
(1.84 |
) |
Our monthly closing schedule is a weekly-based cycle as opposed to a calendar month-based
cycle. While the actual dates for the quarter-ends will change slightly each year, we believe that
there are not any material differences when making quarterly comparisons.
Quarterly and year-to-date computations of per share amounts are made independently;
therefore, the sum of per share amounts for the quarters may not equal per share amounts for the
year.
Earnings in the fourth quarter of 2007 were favorably impacted by the recognition of a
one-time, non-operating gain of $7,550 pertaining to a purchase price settlement agreement that was
finalized during the quarter with the sellers of McDowell, which we
acquired in July 2006. In addition, gross margins in the fourth
quarter were hampered by inventory adjustments of approximately $1,000
mainly related to physical inventory valuations at our McDowell
operation.
Earnings in the fourth quarter of 2006 were impacted, in part, by a net income tax charge of
$24,116 resulting from the recognition of a full reserve on the U.S. net deferred tax asset.
87
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation Of Disclosure Controls And Procedures – Our president and chief executive
officer (principal executive officer) and our vice president- finance and chief financial officer
(principal financial officer) have evaluated our disclosure controls and procedures (as defined in
Exchange Act Rule 13a-15(e)) as of the end of the period covered by this annual report. Based on
this evaluation, the president and chief executive officer and vice president — finance and chief
financial officer concluded that our disclosure controls and procedures were effective as of such
date.
Changes In Internal Controls Over Financial Reporting – In 2006 and 2007, we completed
the acquisitions of ABLE, McDowell, RedBlack, SPS and RPS. We have worked to integrate these
companies into our business and are assimilating their operations, services, products and personnel
with our management policies, procedures and strategies. As all of these businesses were
closely-held private companies prior to our acquisitions, the internal controls and processes
inherent in these businesses have typically not been as sound as we require. We believe that we
have taken the necessary steps to implement adequate controls and procedures to ensure that our
financial statements are stated properly in compliance with U.S. GAAP.
There has been no other change in the internal control over financial reporting that occurred
during the fiscal year covered by this annual report that has materially affected, or is reasonably
likely to materially affect, the internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting – Our management team
is responsible for establishing and maintaining adequate internal control over financial reporting.
Our internal control over financial reporting is a process designed 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.
Because of our inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as
of December 31, 2007. In making this assessment, we used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated
Framework. Based on our assessment, we concluded that, as of December 31, 2007, our internal
control over financial reporting was effective based on those criteria. Our assessment of and
conclusion on the effectiveness of internal control over financial reporting did not include the
internal controls of RedBlack, SPS and RPS, which were acquired on September 28, 2007, November 16,
2007 and November 16, 2007, respectively, and which are included in the consolidated balance sheet
of Ultralife Batteries, Inc. as of December 31, 2007, and the related consolidated statements of
operations, shareholders’ equity and accumulated other comprehensive income, and cash flows for the
year then ended. RedBlack constituted 2% and 4% of total assets and net assets, respectively, as of
December 31, 2007, and 1% and (2%) of revenues and net income, respectively, for the year then
ended. SPS constituted 11% and 18% of total assets and net assets, respectively, as of December
31, 2007, and 1% and (2%) of revenues and net income, respectively, for the year then ended. RPS
constituted 2% and 3% of total assets and net assets, respectively, as of December 31, 2007, and 0%
and 0% of revenues and net income, respectively, for the year then ended. We did not assess the
effectiveness of internal control over financial reporting of RedBlack, SPS and RPS because of the
timing of the acquisitions during 2007.
88
BDO Seidman, LLP, an independent registered public accounting firm that audited the financial
statements included in this report, has issued a report on the operating effectiveness of internal
control over financial reporting. A copy of the report follows:
Report of Independent Registered Public Accounting Firm on Internal Controls Over Financial
Reporting
Board of Directors and Shareholders
Ultralife Batteries, Inc.
Newark, New York
We have audited Ultralife Batteries, Inc.’s internal control over financial reporting as of
December 31, 2007, based on criteria established in Internal Control – Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria).
Ultralife Batteries, Inc’s management is responsible for maintaining effective internal control
over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in the accompanying “Item 9A — Controls and Procedures.” Our
responsibility is to express an opinion on the company’s internal control over financial reporting
based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed
risk. Our audit also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have
a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
As indicated in the accompanying “Management’s Report on Internal Control over Financial
Reporting,” included in “Item 9A – Controls and Procedures,” management’s assessment of and
conclusion on the effectiveness of internal control over financial reporting did not include the
internal controls of RedBlack Communications, Inc.
(“RedBlack”), Stationary Power Services, Inc.
(“SPS”) and Reserve Power Systems, Inc. (“RPS”), which were acquired on September 28, 2007, November 16,
2007 and November 16, 2007, respectively, and which are included in the consolidated balance sheet
of Ultralife Batteries, Inc. as of December 31, 2007, and the related consolidated statements of
operations, shareholders’ equity and accumulated other comprehensive income, and cash flows for the
year then ended. RedBlack constituted 2% and 4% of total assets and net assets, respectively, as of
December 31, 2007, and 1% and (2%) of revenues and net income, respectively, for the year then
ended. SPS constituted 11% and 18% of total assets and net assets, respectively, as of December
31, 2007, and 1% and (2%) of revenues and net income, respectively, for the year then ended. RPS
constituted 2% and 3% of total assets and net assets, respectively, as of December 31, 2007, and 0%
and 0% of revenues and net income, respectively, for the year then ended. Management did not
assess the effectiveness of internal control over financial reporting of these acquired entities
because of the timing of the acquisitions. Our audit of internal control over financial reporting
of Ultralife Batteries, Inc. also did not include an evaluation of the internal control over
financial reporting of RedBlack, SPS and RPS.
In our opinion, Ultralife Batteries, Inc. maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2007, based on the COSO criteria.
89
We also have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheets of Ultralife Batteries, Inc. as of
December 31, 2007 and 2006 and the related consolidated statements of operations, shareholders’
equity and accumulated other comprehensive income (loss) and cash flows for the years ended
December 31, 2007 and 2006 and our report dated March 19, 2008 expressed an unqualified opinion
thereon.
| |
|
|
| /s/ BDO Seidman, LLP
|
|
|
| |
Troy, Michigan
|
|
|
March
19, 2008 |
|
|
ITEM 9B. OTHER INFORMATION
None.
90
PART III
The information required by Part III, other than as set forth in Item 12, and each of the
following items is omitted from this report and will be presented in our definitive proxy statement
(“Proxy Statement”) to be filed pursuant to Regulation 14A, not later than 120 days after the end
of the fiscal year covered by this report, in connection with our 2008 Annual Meeting of
Shareholders, which information included therein is incorporated herein by reference.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The sections entitled “Election of Directors”, “Executive Officers”, “Section 16(a) Beneficial
Ownership Reporting Compliance” and “Corporate Governance” in the Proxy Statement are incorporated
herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The
sections entitled “Executive Compensation”,
“Directors’ Compensation”, “Employment
Arrangements” and “Compensation and Management
Committee Report” in the Proxy Statement are incorporated herein by reference.
|
|
|
| ITEM 12. |
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER
MATTERS |
The
section entitled “Security Ownership of Certain Beneficial
Owners” and “Security Ownership of Management” in the
Proxy Statement is incorporated herein by reference.
Securities Authorized for Issuance Under Equity Compensation Plans
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Number of securities |
|
|
|
|
|
|
Number of securities remaining |
|
| |
|
to be issued upon |
|
|
Weighted-average |
|
|
available for future issuance |
|
| |
|
exercise of |
|
|
exercise price of |
|
|
under equity compensation |
|
| |
|
outstanding options, |
|
|
outstanding options, |
|
|
plans (excluding securities |
|
| |
|
warrants and rights |
|
|
warrants and rights |
|
|
reflected in column (a)) |
|
| Plan Category |
|
(a) |
|
|
(b) |
|
|
(c) |
|
Equity compensation
plans approved by
security holders |
|
|
1,861,366 |
|
|
|
$11.50 |
|
|
|
65,135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation
plans not approved
by security holders |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,861,366 |
|
|
|
$11.50 |
|
|
|
65,135 |
|
See Note 7 in Notes to Consolidated Financial Statements for additional information.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The
section entitled “Corporate Governance — General” in the Proxy Statement is incorporated herein by
reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The
section entitled “Proposal 2 — Ratify the Selection of
Independent Registered Accounting Firm — Principal Accountant Fees and Services” in the Proxy Statement is
incorporated herein by reference.
91
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| (a) |
|
Documents filed as part of this report: |
The financial statements and schedules required by this Item 15 are set forth in Part
II, Item 8 of this report.
| |
2. |
|
Financial Statement Schedules |
| |
|
|
Schedule II – Valuation and Qualifying Accounts
|
|
See Item 15 (c) |
| (b) |
|
Exhibits. The following exhibits are filed as a part of this report: |
| |
|
|
|
|
| Exhibit |
|
|
|
|
| Index |
|
Description of Document |
|
Incorporated By Reference from: |
|
|
|
|
|
3.1
|
|
Restated Certificate of Incorporation
|
|
Exhibit 4.3 of our
Registration Statement on Form
S-8 filed on May 15, 2001,
File No. 333-60984 (the “2001
Registration Statement”) |
|
|
|
|
|
3.2
|
|
By-laws
|
|
Exhibit 3.2 of Registration
Statement, No 33-54470 (the
“1992 Registration Statement”) |
|
|
|
|
|
4.1
|
|
Specimen Stock Certificate
|
|
Exhibit 4.1 of the 1992
Registration Statement |
|
|
|
|
|
10.1
|
|
Asset Purchase Agreement between the
Registrant, Eastman Technology, Inc.
and Eastman Kodak Company
|
|
Exhibit 10.1 of the 1992
Registration Statement |
|
|
|
|
|
10.2
|
|
1992 Stock Option Plan, as amended
|
|
Exhibit 10.7 of the 1992
Registration Statement |
|
|
|
|
|
10.3
|
|
Stock Option Agreement under the
Company’s 1992 Stock Option Plan for
incentive stock options
|
|
Exhibit 10.10 of Form 10-Q for
the fiscal quarter ended
December 31, 1993, File No.
0-20852 (the “1993 10-Q”);
(this Exhibit may be found in
SEC File No. 0-20852) |
|
|
|
|
|
10.4
|
|
Stock Option Agreement under the
Company’s 1992 Stock Option Plan for
non-qualified options
|
|
Exhibit 10.10 of the 1993 10-Q
(this Exhibit may be found in
SEC File No. 0-20852) |
|
|
|
|
|
10.5*
|
|
Technology Transfer Agreement
relating to Lithium Batteries
|
|
Exhibit 10.19 of our
Registration Statement on Form
S-1 filed on October 7, 1994,
File No. 33-84888 (the “1994
Registration Statement”) |
|
|
|
|
|
10.6*
|
|
Technology Transfer Agreement
relating to Lithium Batteries
|
|
Exhibit 10.20 of the 1994
Registration Statement |
92
| |
|
|
|
|
| Exhibit |
|
|
|
|
| Index |
|
Description of Document |
|
Incorporated By Reference from: |
|
|
|
|
|
10.7*
|
|
Amendment to the
Agreement relating to
rechargeable
batteries
|
|
Exhibit 10.24 of our Form 10-K for the
fiscal year ended June 30, 1996 (this
Exhibit may be found in SEC File No.
0-20852) |
|
|
|
|
|
10.8
|
|
Lease agreement
between Wayne County
Industrial
Development Agency
and the Registrant,
dated as of February
1, 1998
|
|
Exhibit 10.1 of our Registration
Statement on Form S-3 filed on February
27, 1998, File No. 333-47087 |
|
|
|
|
|
10.9
|
|
Ultralife Batteries,
Inc. 2000 Stock
Option Plan
|
|
Exhibit 99.1 of the 2001 Registration
Statement |
|
|
|
|
|
10.10
|
|
Lease Agreement
between Winthrop
Resources and the
Registrant
|
|
Exhibit 10.41 of our Report on Form 10-K
for the year ended June 30, 2001 |
|
|
|
|
|
10.11
|
|
Amended Lease
Agreement between
Winthrop Resources
and the Registrant
|
|
Exhibit 10.1 of the Form 10-Q for the
fiscal quarter ended December 31, 2001 |
|
|
|
|
|
10.12
|
|
Employment Agreement
between the
Registrant and John
D. Kavazanjian
|
|
Exhibit 10.45 of our Report on Form 10-K
for the year ended June 30, 2002 (the
“2002 10-K”) |
|
|
|
|
|
10.13
|
|
Employment Agreement
between the
Registrant and
William A. Schmitz
|
|
Exhibit 10.47 of the 2002 10-K |
|
|
|
|
|
10.14
|
|
Stock Purchase
Agreement with
Ultralife Taiwan,
Inc.
|
|
Exhibit 10.1 of the Form 10-Q for the
fiscal quarter ended September 28, 2002 |
|
|
|
|
|
10.15
|
|
Financing Agreement
between Ultralife
Batteries (UK) Ltd.
and EuroFinance
|
|
Exhibit 10 of the Form 10-Q for the
fiscal quarter ended June 28, 2003 |
|
|
|
|
|
10.16
|
|
Form of Stock
Purchase Agreement
dated October 7, 2003
(Three separate but
identical (other than
subscription amount)
stock purchase
agreements for
Corsair Capital
Partners, LP, Corsair
Long Short
International Ltd.,
and Neptune Partners,
LP for an aggregate
200,000 shares for an
aggregate purchase
price of $2,500,000).
|
|
Exhibit 10.1 of the Form 10-Q for the
fiscal quarter ended September 27, 2003
(the “September 2003 10-Q”) |
|
|
|
|
|
10.17
|
|
Form of Registration
Rights Agreement
dated October 7, 2003
(Three separate but
identical (other than
subscription amount)
stock purchase
agreements for
Corsair Capital
Partners, LP, Corsair
Long Short
International Ltd.,
and Neptune Partners,
LP for an aggregate
200,000 shares for an
aggregate purchase
price of $2,500,000).
|
|
Exhibit 10.2 of the September 2003 10-Q |
|
|
|
|
|
10.18
|
|
Loan and Stock
Subscription
Agreement with
Ultralife Taiwan,
Inc.
|
|
Exhibit 10.3 of the September 2003 10-Q |
|
|
|
|
|
10.19
|
|
Credit Agreement
dated as of June 30,
2004 with JPMorgan
Chase Bank as
Administrative Agent
|
|
Exhibit 10.1 of the Form 10-Q for the
fiscal quarter ended June 26, 2004 (the
“June 2004 10-Q”) |
|
|
|
|
|
10.20
|
|
General Security
Agreement dated as of
June 30, 2004 in
favor of JPMorgan
Chase Bank
|
|
Exhibit 10.2 of the June 2004 10-Q |
93
| |
|
|
|
|
| Exhibit |
|
|
|
|
| Index |
|
Description of Document |
|
Incorporated By Reference from: |
| |
10.21
|
|
Ultralife Batteries, Inc.
Amended and Restated 2004
Long-Term Incentive Plan
|
|
Exhibit 99.2 of our Registration
Statement on Form S-8 filed on July
26, 2004, File No. 333-117662 |
|
|
|
|
|
10.22
|
|
Amendment Numbers One and
Two to Credit Agreement
dated as of September 24,
2004 with JPMorgan Chase
Bank as Administrative
Agent
|
|
Exhibit 10.1 of the Form 10-Q for
the fiscal quarter ended April 2,
2005 |
|
|
|
|
|
10.23
|
|
Base compensation
information for certain
executive officers of the
Company
|
|
Current report on Form 8-K dated
June 10, 2005 |
|
|
|
|
|
10.24
|
|
Amendment Number Three to
Credit Agreement dated as
of August 5, 2005 with the
Lenders Party Thereto and
JPMorgan Chase Bank as
Administrative Agent
|
|
Exhibit 10.1 of the Form 10-Q for
the fiscal quarter ended July 2,
2005 |
|
|
|
|
|
10.25
|
|
Amendment Number Four to
Credit Agreement dated as
of November 1, 2005 with
the Lenders Party Thereto
and JPMorgan Chase Bank as
Administrative Agent
|
|
Exhibit 10.1 of the Form 10-Q for
the fiscal quarter ended October 1,
2005 |
|
|
|
|
|
10.26
|
|
Officer bonus plan for
2006 and stock option
grants for officers as of
December 9, 2005
|
|
Current report on Form 8-K dated
December 13, 2005 |
|
|
|
|
|
10.27
|
|
Form of Resale Restriction
Agreement between the
Registrant and option
holders dated as of
December 28, 2005
|
|
Exhibit 10 of Form 8-K filed
December 30, 2005 |
|
|
|
|
|
10.28
|
|
Agreement on Transfer of
Shares in ABLE New Energy
Co., Limited dated January
25, 2006
|
|
Exhibit 10.1 of the Form 10-Q for
the fiscal quarter ended April 1,
2006 (the “March 2006 10-Q) |
|
|
|
|
|
10.29
|
|
First Amendment to
Agreement on Transfer of
Shares in ABLE New Energy
Co., Limited
|
|
Exhibit 10.2 of the March 2006 10-Q |
|
|
|
|
|
10.30
|
|
Agreement on Transfer of
Shares in ABLE New Energy
Co., Ltd dated January 25,
2006
|
|
Exhibit 10.3 of the March 2006 10-Q |
|
|
|
|
|
10.31
|
|
Asset Purchase Agreement
by and among McDowell
Research, Ltd., Thomas
Hauke, Earl Martin, Sr.,
James Evans, Frank
Alexander, the Registrant
and MR Acquisition
Corporation dated May 1,
2006
|
|
Exhibit 2.1.1 of the Form 8-K/A
filed July 21, 2006 (the “July 2006
8-K/A”) |
|
|
|
|
|
10.32
|
|
Subordinated Convertible
Promissory Note with
McDowell Research, Ltd.
|
|
Exhibit 2.1.3 of the July 2006 8-K/A |
|
|
|
|
|
10.33
|
|
Waco Facilities Lease
Agreement dated July 3,
2006
|
|
Exhibit 2.1.4 of the July 2006 8-K/A |
|
|
|
|
|
10.34
|
|
Registration Rights
Agreement dated July 3,
2006
|
|
Exhibit 2.1.5 of the July 2006 8-K/A |
|
|
|
|
|
10.35
|
|
Amendment Number Five to
Credit Agreement dated as
of June 29, 2006 with the
Lenders Party Thereto and
JPMorgan Chase Bank as
Administrative Agent
|
|
Exhibit 10.1 of the Form 10-Q for
the fiscal quarter ended July 1,
2006 |
|
|
|
|
|
10.36
|
|
Amendment No. 1 to
Ultralife Batteries, Inc.
Amended and Restated 2004
Long-Term Incentive Plan
|
|
Exhibit 99.3 of our Registration
Statement on Form S-8 filed August
18, 2006, File No. 333-136737 |
|
|
|
|
|
10.37
|
|
Forbearance and Amendment
Number Six to Credit
Agreement dated as of
February 14, 2007 with the
Lenders Party Thereto and
JPMorgan Chase Bank as
Administrative Agent
|
|
Exhibit 10.1 of the Form 8-K filed
February 21, 2007 |
94
| |
|
|
|
|
| Exhibit |
|
|
|
|
| Index |
|
Description of Document |
|
Incorporated By Reference from: |
| |
10.38
|
|
Extension of Forbearance
and Amendment Number Seven
to the Credit Agreement
dated as of March 23,
2007, with the Lenders
Party Thereto and JPMorgan
Chase Bank as
Administrative Agent
|
|
Exhibit 10.1 of the Form 8-K filed
March 27, 2007 |
|
|
|
|
|
10.39
|
|
Employment Agreement
between the Registrant and
John D. Kavazanjian
|
|
Exhibit 99.1 of our Report on Form
8-K filed April 27, 2007. |
|
|
|
|
|
10.40
|
|
Form of Employment
Agreement between the
Registrant and each of
William A. Schmitz, Robert
W. Fishback and Peter F.
Comerford
|
|
Exhibit 99.2 of our Report on Form
8-K filed April 27, 2007. |
|
|
|
|
|
10.41
|
|
Extension of Forbearance
and Amendment Number Eight
to the Credit Agreement
dated as of May 18, 2007,
with the Lenders Party
Thereto and JPMorgan Chase
Bank as Administrative
Agent
|
|
Exhibit 10.1 of the Form 8-K filed
May 21, 2007 |
|
|
|
|
|
10.42
|
|
Amendment Number Nine to
the Credit Agreement dated
as of August 15, 2007,
with the Lenders Party
Thereto and JPMorgan Chase
Bank as Administrative
Agent
|
|
Exhibit 10.1 of the Form 8-K filed
on August 16, 2007 |
|
|
|
|
|
10.43
|
|
Settlement Agreement dated
October 3, 2007, among MRC
Chargers, LTD., Frank
Alexander, James Evans,
Thomas Hauke, Earl Martin,
Sr., Gloria Martin,
Lillian Hauke, the
Registrant, and McDowell
Research Co., Inc.
|
|
Exhibit 10.1 of the Form 8-K filed
on October 5, 2007 |
|
|
|
|
|
10.44
|
|
Form of Amended and
Restated Subordinated
Convertible Promissory
Note for Frank Alexander
and James Evans
|
|
Exhibit 10.2(a) of the Form 8-K
filed on October 5, 2007 |
|
|
|
|
|
10.45
|
|
Form of Amended and
Restated Subordinated
Convertible Promissory
Note for Thomas Hauke,
Lillian Hauke, Earl
Martin, Sr., and Gloria
Martin
|
|
Exhibit 10.2(b) of the Form 8-K
filed on October 5, 2007 |
|
|
|
|
|
10.46
|
|
Stock Purchase Agreement
by and among Innovative
Solutions Consulting,
Inc., Michele A. Aloisio,
Marc DeLaVergne, Thomas R.
Knowlton, Kenneth J. Wood,
W. Michael Cooper, and the
Registrant, dated
September 12, 2007
|
|
Exhibit 10.1 of the Form 10-Q filed
November 7, 2007 |
|
|
|
|
|
10.47
|
|
Placement Agency Agreement
dated November 8, 2007 by
and between the Registrant
and Stephens, Inc.
|
|
Exhibit 10.1 of the Form 8-K filed
November 9, 2007 |
|
|
|
|
|
10.48
|
|
Stock Purchase Agreement
by and among Stationary
Power Services, Inc.,
William Maher, and the
Registrant dated October
30, 2007
|
|
Filed herewith |
|
|
|
|
|
10.49
|
|
Subordinated Convertible
Promissory Note with
William Maher
|
|
Filed herewith |
|
|
|
|
|
10.50
|
|
Stock Purchase Agreement
by and among Reserve Power
Systems, Inc., William
Maher, Edward Bellamy, and
the Registrant dated
October 30, 2007
|
|
Filed herewith |
|
|
|
|
|
21
|
|
Subsidiaries
|
|
Filed herewith |
|
|
|
|
|
23.1
|
|
Consent of BDO Seidman, LLP
|
|
Filed herewith |
|
|
|
|
|
23.2
|
|
Consent of
PricewaterhouseCoopers LLP
|
|
Filed herewith |
95
| |
|
|
|
|
| Exhibit |
|
|
|
|
| Index |
|
Description of Document |
|
Incorporated By Reference from: |
| |
31.1
|
|
CEO 302 Certifications
|
|
Filed herewith |
|
|
|
|
|
31.2
|
|
CFO 302 Certifications
|
|
Filed herewith |
|
|
|
|
|
32.1
|
|
906 Certifications
|
|
Filed herewith |
|
|
|
| * |
|
Confidential treatment has been granted as to certain portions of this exhibit. |
| (c) |
|
Financial Statement Schedules. |
| |
| |
|
The following financial statement schedules of the Registrant are filed herewith: |
| |
| |
|
Schedule II – Valuation and Qualifying Accounts |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Additions |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Charged to |
|
|
|
|
|
|
|
|
| |
|
December 31, |
|
|
Charged to |
|
|
Other |
|
|
|
|
|
|
December 31, |
|
| |
|
2006 |
|
|
Expense |
|
|
Accounts |
|
|
Deductions |
|
|
2007 |
|
Allowance for
doubtful accounts |
|
$ |
447 |
|
|
$ |
101 |
|
|
$ |
6 |
|
|
$ |
69 |
|
|
$ |
485 |
|
Inventory reserves |
|
|
1,206 |
|
|
|
1,323 |
|
|
|
— |
|
|
|
196 |
|
|
|
2,333 |
|
Warranty reserves |
|
|
522 |
|
|
|
210 |
|
|
|
— |
|
|
|
231 |
|
|
|
501 |
|
Deferred tax
valuation allowance |
|
|
30,526 |
|
|
|
— |
|
|
|
— |
|
|
|
3,377 |
|
|
|
27,149 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Additions |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Charged to |
|
|
|
|
|
|
|
|
| |
|
December 31, |
|
|
Charged to |
|
|
Other |
|
|
|
|
|
|
December 31, |
|
| |
|
2005 |
|
|
Expense |
|
|
Accounts |
|
|
Deductions |
|
|
2006 |
|
Allowance for
doubtful accounts |
|
$ |
458 |
|
|
$ |
74 |
|
|
$ |
— |
|
|
$ |
85 |
|
|
$ |
447 |
|
Inventory reserves |
|
|
868 |
|
|
|
90 |
|
|
|
753 |
|
|
|
505 |
|
|
|
1,206 |
|
Warranty reserves |
|
|
464 |
|
|
|
131 |
|
|
|
— |
|
|
|
73 |
|
|
|
522 |
|
Deferred tax
valuation allowance |
|
|
5,721 |
|
|
|
24,805 |
|
|
|
— |
|
|
|
— |
|
|
|
30,526 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Additions |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Charged to |
|
|
|
|
|
|
|
|
| |
|
December 31, |
|
|
Charged to |
|
|
Other |
|
|
|
|
|
|
December 31, |
|
| |
|
2004 |
|
|
Expense |
|
|
Accounts |
|
|
Deductions |
|
|
2005 |
|
Allowance for
doubtful accounts |
|
$ |
284 |
|
|
$ |
208 |
|
|
$ |
— |
|
|
$ |
34 |
|
|
$ |
458 |
|
Inventory reserves |
|
|
508 |
|
|
|
221 |
|
|
|
157 |
|
|
|
18 |
|
|
|
868 |
|
Warranty reserves |
|
|
326 |
|
|
|
205 |
|
|
|
— |
|
|
|
67 |
|
|
|
464 |
|
Deferred tax
valuation allowance |
|
|
5,449 |
|
|
|
349 |
|
|
|
— |
|
|
|
77 |
|
|
|
5,721 |
|
96
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| |
|
|
|
|
|
|
| |
|
ULTRALIFE BATTERIES, INC. |
|
|
| |
Date:
March 19, 2008
|
|
By:
|
|
/s/ John D. Kavazanjian
|
|
|
|
|
|
|
|
|
|
| |
|
John D. Kavazanjian |
|
|
| |
|
President and Chief Executive Officer |
|
|
| |
|
(Principal Executive Officer) |
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
| |
|
|
|
|
| |
|
|
| Date: March 19, 2008 |
/s/ John D. Kavazanjian
|
|
| |
John D. Kavazanjian |
|
| |
President, Chief Executive Officer and Director |
|
| |
| |
|
|
| Date: March 19, 2008 |
/s/ Robert W. Fishback
|
|
| |
Robert W. Fishback |
|
| |
Vice President — Finance and Chief Financial Officer
(Principal Financial Officer) |
|
| |
| |
|
|
| Date: March 19, 2008 |
/s/ Carole Lewis Anderson
|
|
| |
Carole Lewis Anderson (Director) |
|
| |
|
|
| |
| |
|
|
| Date: March 19, 2008 |
/s/ Patricia C. Barron
|
|
| |
Patricia C. Barron (Director) |
|
| |
|
|
| |
| |
|
|
| Date: March 19, 2008 |
/s/ Anthony J. Cavanna
|
|
| |
Anthony J. Cavanna (Director) |
|
| |
|
|
| |
| |
|
|
| Date: March 19, 2008 |
/s/ Paula H. J. Cholmondeley
|
|
| |
Paula H. J. Cholmondeley (Director) |
|
| |
|
|
| |
| |
|
|
| Date: March 19, 2008 |
/s/ Daniel W. Christman
|
|
| |
Daniel W. Christman (Director) |
|
| |
|
|
| |
| |
|
|
| Date: March 19, 2008 |
/s/ Ranjit C. Singh
|
|
| |
Ranjit C. Singh (Director) |
|
| |
|
|
| |
| |
|
|
| Date: March 19, 2008 |
/s/ Bradford T. Whitmore
|
|
| |
Bradford T. Whitmore (Director) |
|
| |
|
|
| |
97