Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 or
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For Quarterly Period Ended September 30, 2010
|
|
|
OR
|
|
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Commission File No. 0-8828
OPTELECOM-NKF, INC.
(Exact
Name of Registrant as Specified in its Charter)
DELAWARE
(State
or other jurisdiction of incorporation or organization)
52-1010850
(IRS
employer identification number)
12920 CLOVERLEAF CENTER DRIVE, GERMANTOWN, MARYLAND 20874
(Address
of principal executive offices) (Zip code)
Registrants
telephone number, including area code:
(301) 444-2200.
Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes
x
o
Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate
Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes
o
No
o
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definitions of large
accelerated filer, accelerated filer, and smaller reporting company in
Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer
o
|
|
Accelerated
filer
o
|
|
|
|
Non-accelerated
filer
o
|
|
Smaller
reporting company
x
|
(Do
not check if a smaller reporting company)
|
|
|
Indicate by check mark
whether registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes
o
No
x
At November 1, 2010
the registrant had outstanding 3,706,159 shares of Common Stock, $0.03 Par
Value.
OPTELECOM-NKF, INC
.
FORM 10-Q
TABLE OF CONTE
NTS
2
Table of
Contents
PART I FINANCIAL INFORMATION
Item 1.
Financial Statements.
OPTELECOM-NKF, INC.
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2010
AND DECEMBER 31, 2009
(Dollars in Thousands,
Except Share and Per Share Amounts)
|
|
September 30,
|
|
December 31,
|
|
|
|
2010
|
|
2009
|
|
|
|
(unaudited)
|
|
|
|
ASSETS
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
Cash & cash
equivalents
|
|
$
|
1,172
|
|
$
|
2,344
|
|
Restricted cash
|
|
255
|
|
1,900
|
|
Accounts receivable,
net of allowance for doubtful accounts of $505 and $386
|
|
7,271
|
|
8,209
|
|
Inventories, net
|
|
4,301
|
|
4,343
|
|
Deferred tax assets
|
|
120
|
|
240
|
|
Prepaid expenses and
other current assets
|
|
803
|
|
893
|
|
Total current assets
|
|
13,922
|
|
17,929
|
|
Property &
equipment, less accumulated depreciation of $5,368 and $5,681
|
|
907
|
|
1,593
|
|
Intangible assets, net
of accumulated amortization of $3,919 and $3,609
|
|
5,785
|
|
6,609
|
|
Goodwill
|
|
14,102
|
|
14,848
|
|
Other assets
|
|
207
|
|
209
|
|
TOTAL
ASSETS
|
|
34,923
|
|
41,188
|
|
LIABILITIES
AND STOCKHOLDERS EQUITY
|
|
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CURRENT
LIABILITIES
|
|
|
|
|
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Current portion of
notes and interest payable
|
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12,329
|
|
1,907
|
|
Accounts payable
|
|
2,535
|
|
2,012
|
|
Accrued payroll
|
|
907
|
|
1,280
|
|
Accrued warranty
reserve
|
|
445
|
|
422
|
|
Other current
liabilities
|
|
1,194
|
|
1,233
|
|
Total current
liabilities
|
|
17,410
|
|
6,854
|
|
Long term notes and
interest payable
|
|
|
|
12,818
|
|
Deferred tax
liabilities
|
|
1,260
|
|
1,513
|
|
Other liabilities
|
|
159
|
|
188
|
|
Total
liabilities
|
|
18,829
|
|
21,373
|
|
STOCKHOLDERS
EQUITY
|
|
|
|
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Common stock,
$.03 par value-shares authorized, 15,000,000; issued and outstanding,
3,702,409 and 3,653,644 shares as of September 30, 2010, and December 31,
2009, respectively
|
|
111
|
|
110
|
|
Additional
paid-in capital
|
|
17,294
|
|
17,036
|
|
Accumulated
other comprehensive income
|
|
2,064
|
|
2,769
|
|
Treasury stock,
162,672 shares at cost
|
|
(1,265
|
)
|
(1,265
|
)
|
(Accumulated
deficit) retained earnings
|
|
(2,110
|
)
|
1,165
|
|
Total
stockholders equity
|
|
16,094
|
|
19,815
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS EQUITY
|
|
$
|
34,923
|
|
$
|
41,188
|
|
See
notes to unaudited consolidated financial statements
3
Table of
Contents
OPTELECOM-NKF, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(LOSS)
FOR THE THREE MONTHS ENDED
SEPTEMBER 30,
(Unaudited)
(Dollars in Thousands,
Except Share and Per Share Amounts)
|
|
2010
|
|
2009
|
|
Revenue
|
|
$
|
7,585
|
|
$
|
8,307
|
|
Cost of goods sold
|
|
3,492
|
|
3,714
|
|
Gross profit
|
|
4,093
|
|
4,593
|
|
Operating expenses:
|
|
|
|
|
|
Sales and marketing
|
|
1,871
|
|
2,723
|
|
Engineering
|
|
895
|
|
1,195
|
|
General and
administrative
|
|
1,225
|
|
1,461
|
|
Amortization of
intangibles
|
|
155
|
|
172
|
|
Total operating
expenses
|
|
4,146
|
|
5,551
|
|
Loss from operations
|
|
(53
|
)
|
(958
|
)
|
Other expense, net
|
|
394
|
|
158
|
|
Loss before income
taxes
|
|
(447
|
)
|
(1,116
|
)
|
Provision for income
taxes
|
|
482
|
|
153
|
|
Net loss
|
|
$
|
(929
|
)
|
$
|
(1,269
|
)
|
Basic loss per share
|
|
$
|
(0.25
|
)
|
$
|
(0.35
|
)
|
Diluted loss per share
|
|
$
|
(0.25
|
)
|
$
|
(0.35
|
)
|
Weighted average common
shares outstanding -basic
|
|
3,702,155
|
|
3,648,490
|
|
Weighted average common
shares outstanding -diluted
|
|
3,702,155
|
|
3,648,490
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(929
|
)
|
$
|
(1,269
|
)
|
Foreign currency
translation
|
|
1,562
|
|
570
|
|
Comprehensive income
(loss)
|
|
$
|
633
|
|
$
|
(699
|
)
|
See
notes to unaudited consolidated financial statements.
4
Table of
Contents
OPTELECOM-NKF, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
(Unaudited)
(Dollars in Thousands,
Except Share and Per Share Amounts)
|
|
2010
|
|
2009
|
|
Revenue
|
|
$
|
22,441
|
|
$
|
26,904
|
|
Cost of goods sold
|
|
10,695
|
|
11,547
|
|
Gross profit
|
|
11,746
|
|
15,357
|
|
Operating expenses:
|
|
|
|
|
|
Sales and marketing
|
|
7,488
|
|
8,215
|
|
Engineering
|
|
3,151
|
|
3,632
|
|
General and
administrative
|
|
4,060
|
|
4,665
|
|
Amortization of
intangibles
|
|
476
|
|
494
|
|
Gain on sale of Electro
Optics
|
|
(1,150
|
)
|
|
|
Total operating
expenses
|
|
14,025
|
|
17,006
|
|
Loss from operations
|
|
(2,279
|
)
|
(1,649
|
)
|
Other expense, net
|
|
1,013
|
|
591
|
|
Loss before income
taxes
|
|
(3,292
|
)
|
(2,240
|
)
|
Benefit for income
taxes
|
|
17
|
|
78
|
|
Net loss
|
|
$
|
(3,275
|
)
|
$
|
(2,162
|
)
|
Basic loss per share
|
|
$
|
(0.89
|
)
|
$
|
(0.59
|
)
|
Diluted loss per share
|
|
$
|
(0.89
|
)
|
$
|
(0.59
|
)
|
Weighted average common
shares outstanding -basic
|
|
3,687,511
|
|
3,645,360
|
|
Weighted average common
shares outstanding -diluted
|
|
3,687,511
|
|
3,645,360
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(3,275
|
)
|
$
|
(2,162
|
)
|
Foreign currency
translation
|
|
705
|
|
522
|
|
Comprehensive loss
|
|
$
|
(2,570
|
)
|
$
|
(1,640
|
)
|
See
notes to unaudited consolidated financial statements.
5
Table of
Contents
OPTELECOM-NKF, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
(Unaudited)
(Dollars in Thousands)
|
|
2010
|
|
2009
|
|
Cash flows from
operating activities:
|
|
|
|
|
|
Net loss
|
|
$
|
(3,275
|
)
|
$
|
(2,162
|
)
|
Adjustments to
reconcile net loss to net cash (used in) provided by operating activities:
|
|
|
|
|
|
Depreciation and
amortization
|
|
1,027
|
|
1,194
|
|
Impairment of fixed
assets
|
|
124
|
|
|
|
Gain on sale of
equipment
|
|
(36
|
)
|
|
|
Gain on sale of EO
asssets
|
|
(1,150
|
)
|
|
|
Accounts receivable
provision
|
|
137
|
|
178
|
|
Change in allowance for
inventory obsolescence
|
|
211
|
|
251
|
|
Accrued warranty
reserve
|
|
36
|
|
130
|
|
Stock based
compensation
|
|
251
|
|
553
|
|
Deferred tax provision
|
|
(69
|
)
|
(38
|
)
|
Other
|
|
(29
|
)
|
(16
|
)
|
Change in assets and
liabilities:
|
|
|
|
|
|
Accounts receivable
|
|
453
|
|
2,749
|
|
Inventories
|
|
(275
|
)
|
405
|
|
Prepaid expenses and
other current assets
|
|
69
|
|
587
|
|
Accounts payable and
other accrued expenses
|
|
578
|
|
(2,680
|
)
|
Taxes payable
|
|
|
|
(966
|
)
|
Other liabilities
|
|
(360
|
)
|
(329
|
)
|
Interest payable
|
|
154
|
|
326
|
|
Net cash (used in)
provided by operating activities
|
|
(2,154
|
)
|
182
|
|
Cash flows from
investing activities:
|
|
|
|
|
|
Proceeds from sale of
equipment
|
|
67
|
|
|
|
Proceeds from sale of
EO assets
|
|
1,150
|
|
|
|
Capital expenditures
|
|
(29
|
)
|
(409
|
)
|
Net cash provided by
(used in) investing activities
|
|
1,188
|
|
(409
|
)
|
Cash flows from
financing activities:
|
|
|
|
|
|
Payments on notes
payable
|
|
(1,811
|
)
|
(1,138
|
)
|
Net decrease in
restricted cash
|
|
1,644
|
|
|
|
Proceeds from issuance
of stock under equity plans
|
|
8
|
|
12
|
|
Net cash used in
financing activities
|
|
(159
|
)
|
(1,126
|
)
|
Effect of exchange
rates on cash and cash equivalents
|
|
(47
|
)
|
(28
|
)
|
Net decrease in cash
and cash equivalents
|
|
(1,172
|
)
|
(1,381
|
)
|
Cash and cash
equivalents beginning of period
|
|
2,344
|
|
5,671
|
|
Cash and cash
equivalents end of period
|
|
$
|
1,172
|
|
$
|
4,290
|
|
|
|
|
|
|
|
Supplemental
disclosures of cash flow information:
|
|
|
|
|
|
Cash paid during the
period for interest
|
|
$
|
795
|
|
$
|
267
|
|
Cash paid during the
period for income taxes
|
|
$
|
157
|
|
$
|
973
|
|
See notes to unaudited consolidated
financial statements.
6
Table of Contents
OPTELECOM-NKF, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 BASIS OF PRESENTATION
The accompanying unaudited consolidated financial
statements, including the accounts of Optelecom-NKF, Inc. and its wholly
owned subsidiaries (collectively referred to as we, us, our, the Company,
or the Registrant), have been prepared in accordance with accounting
principles generally accepted in the United States of America (U.S. GAAP) for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with U.S. GAAP have been condensed
or omitted pursuant to those rules. The Company believes that the disclosures
made are adequate to make the information presented not misleading.
The preparation of the financial statements
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingencies at the
date of the financial statements as well as the reported amounts of revenue and
expenses during the reporting period. Estimates have been prepared on the basis
of the most current and best available information. Actual results could differ
materially from those estimates.
In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Certain prior amounts have been reclassified
to conform to the current-year presentation. In addition, the Company has
reduced previously reported second quarter 2010 operating cash flows and
increased investing cash flows by $1.15 million. The adjustment relates to the correction of
an error relating to the classification of the cash proceeds from the April 2010
sale of Electro Optics. We believe the
correction is immaterial to any previously reported interim Consolidated
Financial Statements. The results for the
interim periods presented are not necessarily indicative of the results to be
expected for future quarters or the fiscal year as a whole. It is suggested
that these unaudited financial statements be read in conjunction with the
financial statements and the footnotes included in the Companys latest annual
report to the Securities and Exchange Commission on Form 10-K for the year
ended December 31, 2009.
NOTE 2 COMPREHENSIVE (LOSS) INCOME
Comprehensive (loss) income on our Consolidated
Statements of Operations is comprised of net (loss) income from operations and
other comprehensive (loss) income. Other comprehensive (loss) income refers to revenue, expenses, gains and losses
that under U.S. GAAP are included as a component of stockholders equity within
the consolidated balance sheets, rather than on the statement of
operations. Other comprehensive (loss) income for the Company primarily
reflects fluctuations of foreign currency translation of the assets and
liabilities of our non-U.S. operations.
NOTE 3 INVENTORIES
Production materials are valued at the lower of
cost or market applied on an actual cost first in-first out (FIFO) basis.
Work-in-process and finished goods inventory includes direct labor, materials
and overhead and are valued at the lower of cost or market, cost being
determined using actual costs on a specific identification basis. The
Company writes down its inventory for estimated obsolescence or unmarketable
inventory based upon assumptions about future demand and market conditions as
well as historical inventory turnover. If actual market conditions are
less favorable than those projected by management, additional inventory
write-downs may be required.
Inventories
consist of the following (in thousands):
|
|
September 30,
|
|
December 31,
|
|
|
|
2010
|
|
2009
|
|
Production materials
|
|
$
|
2,842
|
|
$
|
2,948
|
|
Work in process
|
|
292
|
|
236
|
|
Finished goods
|
|
2,290
|
|
2,101
|
|
Allowance for excess
and obsolete inventory
|
|
(1,123
|
)
|
(942
|
)
|
Total inventories, net
|
|
$
|
4,301
|
|
$
|
4,343
|
|
7
Table of
Contents
NOTE 4 WARRANTY RESERVE
In the ordinary course of business, the Company
warrants its products against defect in design, materials, and workmanship over
various time periods. Warranty reserve and allowance for product returns
is established based upon managements best estimates of amounts necessary to
settle future and existing claims on products sold as of the balance sheet
date. Management determines the liability based on known product
failures, historical experience, and other currently available evidence.
Management evaluates the warranty reserve on at least a quarterly basis.
The following table presents changes in the Companys
warranty liability, which is included in accrued expenses on the balance sheets
(in thousands):
|
|
For the nine months ended
|
|
|
|
September 30, 2010
|
|
September 30, 2009
|
|
Balance, beginning of
period
|
|
$
|
422
|
|
$
|
410
|
|
Expense accrued
|
|
182
|
|
296
|
|
Warranty cost incurred
|
|
(159
|
)
|
(157
|
)
|
Balance, end of period
|
|
$
|
445
|
|
$
|
549
|
|
NOTE 5 GOODWILL AND OTHER INTANGIBLE ASSETS
As of the dates indicated, goodwill and other
intangible assets are comprised of the following (in thousands):
|
|
September 30,
|
|
December 31,
|
|
|
|
2010
|
|
2009
|
|
Description
|
|
Purchase
value
|
|
Accumulated
Amortization
|
|
Net value
|
|
Purchase
value
|
|
Accumulated
Amortization
|
|
Net value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
$
|
14,102
|
|
|
|
$
|
14,102
|
|
$
|
14,848
|
|
|
|
$
|
14,848
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible
indefinite life:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tradenames
|
|
2,178
|
|
|
|
2,178
|
|
2,293
|
|
|
|
2,293
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible
amortizable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer Relationships
|
|
7,214
|
|
3,607
|
|
3,607
|
|
7,596
|
|
3,280
|
|
4,316
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Intangibles
|
|
$
|
23,494
|
|
$
|
3,607
|
|
$
|
19,887
|
|
$
|
24,737
|
|
$
|
3,280
|
|
$
|
21,457
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate amortization expense of intangible
assets was $155 thousand and $172 thousand for the three months ended September 30,
2010 and 2009, respectively. The aggregate amortization expense of
intangible assets was $476 thousand and $494 thousand for the nine months ended
September 30, 2010 and 2009, respectively. Changes in the purchase
value of goodwill and intangible assets from the date of acquisition to September 30,
2010 are a result of foreign currency exchange fluctuations. Intangibles which
are subject to amortization are amortized on a straight-line basis over their
expected lives of three to eleven years. Estimated annual amortization expense
for intangible assets over the next five years is as follows (in thousands):
Year ending December 31,
|
|
2011
|
|
$
|
687
|
|
2012
|
|
687
|
|
2013
|
|
687
|
|
2014
|
|
687
|
|
2015
|
|
687
|
|
|
|
|
|
|
8
NOTE 6 NOTES PAYABLE AND LINE OF CREDIT
Notes payable and bank line of credit consist of
the following (in thousands):
|
|
September 30,
|
|
December 31,
|
|
|
|
2010
|
|
2009
|
|
Senior term loan with a
bank
|
|
$
|
|
|
$
|
1,907
|
|
Subordinated note due
March 2011 (1)
|
|
12,329
|
|
12,818
|
|
|
|
$
|
12,329
|
|
$
|
14,725
|
|
Less: Current portion
|
|
(12,329
|
)
|
(1,907
|
)
|
Long term notes and
interest payable
|
|
$
|
|
|
$
|
12,818
|
|
(1) Includes accrued interest and deferred
interest payable on the subordinated note at September 30, 2010 and
December 31, 2009, respectively.
On March 5, 2010, the Company entered into an
amended and restated subordinated promissory note (the Note) with Draka Holding
N.V. (Draka). Draka agreed to extend the term of the Note to March 8, 2011
at an annual interest rate of 10%. The principal amount under the Note at September 30,
2010 is 9.0 million ($12.2 million U.S. Dollars). In consideration of Drakas
agreement to extend the term of the Note, the Company agreed to make quarterly
interest payments starting in June 2010. Additionally, the Company agreed
that if it has consolidated cash on hand in excess of $2.5 million at the end
of any calendar quarter, it will pay this excess cash to Draka as a prepayment
on the Note.
The Companys obligations under the Note are
secured by the assets of the Company and a pledge of 65% of the shares of
Optelecom-NKF Holding B.V., the Companys Dutch holding company. The Company is
permitted under the Note to obtain up to a $1.0 million revolving line of
credit that will be senior in priority to the Note. Immediately prior to
the amendment and restatement of the Note, the Company paid-off its senior term
loan and line of credit facilities with Manufacturers and Traders Trust
Company.
The Note is denominated in Euros and the U.S.
Dollar amount of the liability increases or decreases due to the impact of
foreign currency exchange rate changes. Any payment made when due in
March 2011 will result in a cash payment at the prevailing exchange rate
on that date. The impact from the change in foreign currency exchange rates on
the Note is included in the other expense, net on our consolidated statements
of operations as the Note is not in the individual entitys functional
currency. As of September 30, 2010 the Note is classified as a current
liability because it is due within one year.
On April 6, 2010, the Company and Presidential
Financial Corporation entered a Loan and Security Agreement where Presidential
agreed to provide the Company with a revolving line of credit of $750 thousand.
Available funding under this line of credit is based on eligible accounts
receivable of the U.S. legal entity. The Loan Agreement is for a term of one
year and the obligations are secured by substantially all of the assets of the
U.S. legal entity. The Company pays a monthly service charge of 0.65% based on
the average daily loan balance outstanding and an annual facility fee equal to
$7,500. The interest rate is calculated on the outstanding balance of the line
based on the Wall Street Journal Prime Rate plus 0.45% (a total of 3.70% at September 30,
2010).
The revolving line of credit provides for certain
affirmative covenants including the right of the lender to inspect collateral,
review or audit the Companys books and records, and for the Company to provide
certain audited or unaudited financial information, pay all taxes prior to the
date on which such taxes become delinquent, comply in all material respects
with all applicable laws, carry property, liability and other insurance,
and promptly notify the lender of all relevant disputes or claims. The line of
credit also provides for a financial covenant requiring the U.S. legal entity
to maintain a minimum tangible net worth including its investment in
subsidiaries of $6.0 million. The line of credit provides for certain negative
covenants including that the Company will not merge or consolidate, acquire any
assets except in the ordinary course of business, sell or transfer any
collateral except in the ordinary course of its business, incur any debt
outside the ordinary course of business, guarantee or otherwise become liable
with respect to the obligations of another entity, pay any principal or
interest on any indebtedness or enter into any transaction with an affiliate
other than on arms-length terms, compromise or settle any account for less than
the full amount, grant any extension of time for payment of any account, and
release any account from payment other than in the ordinary course of business.
The Company believes it is in compliance with all covenants at September 30,
2010.
In June 2008, through a legal restructuring,
the Company transferred our Dutch operating subsidiary from the U.S. parent
company to a European holding company. Consideration for the transfer included
an intercompany note to the U.S. parent from the European holding company. The
intercompany note is in U.S. Dollars and had a balance of $7.9 million on September 30,
2010. The impact from the fluctuations in foreign currency exchange on the
intercompany note payable is included in other expense, net on our consolidated
statements of operations.
9
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The Company maintained a cash collateral balance of
$255 thousand at September 30, 2010 for a letter of credit with its
bank. The letter of credit is related to the lease of the Companys U.S.
headquarters and is recorded as restricted cash on our Consolidated Balance
Sheet. See also the discussion under
Note 14 SUBSEQUENT EVENTS.
NOTE 7 EARNINGS PER SHARE
Basic earnings per share is computed using the
weighted average number of common shares outstanding. Diluted earnings per
share is computed using the weighted average number of shares outstanding plus
the impact of dilutive potential common shares using the treasury stock method.
There were 18,604 potentially dilutive shares excluded for the third quarter of
2010 and 42,698 potentially dilutive shares excluded for the third quarter of
2009 as their impact would be anti-dilutive. The (loss) earnings per share
for the three months ended September 30, 2010 was $(0.25) compared to
$(0.35) per share at September 30, 2009. There were 27,346
potentially dilutive shares excluded for the nine months ended September 30,
2010 and 28,531 potentially dilutive shares excluded for the nine months ended September 30,
2009 as their impact would be anti-dilutive. The (loss) earnings per share for
the nine months ended September 30, 2010 was $(0.89) compared to $(0.59)
per share at September 30, 2009.
NOTE 8 SHARE BASED COMPENSATION
Share-based compensation expense recognized for the
nine months ended September 30, 2010 and 2009 was $251 thousand and $553
thousand. As of September 30, 2010, total unamortized compensation
expense related to non-vested share-based compensation was $95 thousand and is
expected to be recognized over an average weighted period of 0.7
years. Compensation expense is recorded in the consolidated statements of
operations and the Company did not recognize any income tax benefits from
stock-based payment plans for the nine months ended September 30, 2010 and
2009.
Stock Option Plans
The 2008 Stock Incentive Plan replaced the 2002
Stock Option Plan and provides for awards to employees. The 2008 Plan provides
for the grant of shares of common stock to participants, including the grant of
stock options, restricted stock and restricted stock units. The exercise price
of each option is the ending quoted fair market value of the stock at the
grant date. Options are generally exercisable two years from the grant date.
Options issued under the 2008 Plan expire 10 years from the date of grant and,
in most cases, upon termination of employment. During the quarter ended September 30,
2010, the Company did not grant any options to purchase stock. At September 30,
2010, there were 617,376 thousand shares available for grant. At September 30,
2010, there were an aggregate of 256,640 options outstanding with 212,816 of
these shares exercisable.
The 2001 Nonqualified Director Stock Option Plan
provides for up to 178,000 shares available for grant. Shares under this
plan are granted to non-employee directors at fair market value on the date of
grant and are non-transferable for a period of two years after the grant
date. There were 89,298 awards available for future grant at September 30,
2010.
NOTE 9 INCOME TAXES
The Company has estimated its annual effective tax
rate for the year and applied that rate to its income before income taxes in
determining its provision for income taxes for the periods ended September 30,
2010. The Company also records discrete items in each respective period as
appropriate. In determining the Companys provision for income taxes, net
deferred tax assets, liabilities, valuation allowances, and uncertain tax
positions, management is required to make judgments and estimates related to
projections of domestic and foreign profitability, the timing and extent of the
utilization of loss carry forwards, applicable tax rates, transfer pricing
methods, expected tax authority positions on audit, and prudent and feasible
tax planning strategies. Judgments and estimates related to the Companys
projections and assumptions are inherently uncertain and therefore, actual
results could differ materially from projections.
10
Table of
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In the third quarter of 2010 we continued to
provide a full valuation allowance against net U.S. deferred tax assets and
therefore, we did not record income tax benefits against U.S. operating losses
in the third quarter of 2010. These deferred tax assets are still
available for tax purposes to offset potential U.S. tax expense in the future
with certain limitations. As of September 30, 2010, and December 31,
2009, the Company had a valuation allowance of $4.6 million and $3.5 million,
respectively, related to its U.S. net deferred tax assets, which consisted of
research and development tax credits, foreign tax credits, net operating losses
and other deferred tax assets.
NOTE 10 FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts approximate the fair value of
the Companys cash and short term financial instruments. It is not practicable to estimate the fair
value of the Note, which had a carrying value of $12.2 million and an interest
rate of 10% at September 30, 2010. We are unable to estimate the fair
value of the Note due to lack of available financing and because the debt is
not traded.
NOTE 11 ELECTRO OPTICS SALE
On April 12, 2010, the Company and Nufern, a
wholly owned subsidiary of Rofin-Sinar Technologies, Inc., entered into an
Asset Purchase Agreement where the Company sold to Nufern the assets of its
Electro Optics coil manufacturing operations. The purchase price for the sale
of the Electro Optics assets was $1.4 million. Nufern paid the Company $1.15
million in cash at closing and deposited the remaining $250 thousand in escrow.
One-half of the escrow amount will be released to the Company on or before the
one-year anniversary of the closing and the remainder of the escrow will be
released to the Company on or before the second anniversary of the closing,
both subject to the completion of a technology transfer as set forth in the
Purchase Agreement. The Electro Optic assets include certain technology,
equipment and purchase orders relating to the manufacture of fiber optic
gyroscope coils, primarily for U.S. government defense industry customers. The
impact of the Electro Optics sale is included in the Companys financial
statements in the second quarter of 2010. No gain has been recognized with
respect to the escrow amount. Any gain will be recorded if and when realized.
NOTE 12 LIQUIDITY
In recent periods, our financial performance
includes lower levels of revenue and operating cash flows and increased
operating losses compared to the prior periods. The principal amount due
in March 2011 on the Note is 9.0 million ($12.2 million U.S. Dollars on September 30,
2010). See also the discussion under Note 14 SUBSEQUENT EVENTS.
NOTE 13 RESTRUCTURING AND IMPAIRMENT
During the second quarter of 2010, the Company
implemented a restructuring plan in its U.S. operations. The three key
components of the restructuring are the transition of U.S. sales to a sector
alignment focused on three distinct markets; the consolidation of the U.S.
manufacturing operations into a combination of the Companys current
manufacturing facility in the Netherlands plus U.S. contract manufacturing; and
streamlining the Companys corporate headquarters in the U.S.
The Company recorded pre-tax charges of $728
thousand related to these actions of which $868 thousand was included in the
second quarter 2010 with a credit of $140 included in third quarter of
2010. The third quarter adjustment
resulted from managements decision to retain certain positions originally
identified for elimination and lower than anticipated expenses associated with
health care benefits. The restructuring costs charged include $552 thousand of
severance, $52 thousand of health care benefits, and $124 of fixed asset
write-downs, primarily manufacturing equipment. The majority of severance and
benefit charges were paid out in the third quarter of 2010 while the fixed
asset write-downs are non-cash charges. The severance charges and health care
benefits are spread through multiple line items on the income statement with
$250 thousand in costs of goods sold, $218 thousand in sales and marketing, $76
thousand in engineering and $60 thousand of general and administrative expense.
NOTE 14 SUBSEQUENT EVENTS
On November 10, 2010, the Company entered into
an Agreement and Plan of Merger (the Merger Agreement) with TKH Group N.V. (TKH)
and Ohio Merger Subsidiary, Inc. (Merger Sub), an indirect wholly-owned
subsidiary of TKH. Pursuant to the terms
and subject to the conditions of the Merger Agreement, Merger Sub will be
merged with and into the Company, and as a result the Company will continue as
the surviving corporation and be an indirect wholly-owned subsidiary of TKH
(the Merger). Pursuant to the Merger
Agreement, at the effective time of the Merger, each issued and outstanding
share of the Companys common stock, including each outstanding restricted
stock unit of the Company, other than common stock owned by the Company, TKH or
Merger Sub, or by any stockholders who have perfected and not withdrawn a
demand for appraisal rights under Delaware law, will be canceled and will be
automatically converted into the right to receive $2.45 in cash, without
interest. At the effective time of the
Merger each outstanding and unexercised Company stock option will be cancelled.
Additionally, on November 10,
2010, the Company and Draka entered into a payoff agreement (the Draka
Agreement), pursuant to which Draka has agreed to accept a 30% reduction in the
principal amount payable by the Company to Draka under the Note. The reduction in the principal amount of the
Note is subject to the payment being made on or prior to March 8, 2011.
11
Table of Contents
Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations.
The following discussion should be read along with
the unaudited condensed consolidated financial statements included in this
Form 10-Q, as well as the Companys 2009 Annual Report on Form 10-K
filed with the Securities and Exchange Commission, including Managements
Discussion and Analysis of Financial Condition and Results of Operations.
Recent Developments
On November 10, 2010, the Company entered into
an Agreement and Plan of Merger (the Merger Agreement) with TKH Group N.V. (TKH)
and Ohio Merger Subsidiary, Inc. (Merger Sub), an indirect wholly-owned
subsidiary of TKH. Pursuant to the terms
and subject to the conditions of the Merger Agreement, Merger Sub will be
merged with and into the Company, and as a result the Company will continue as
the surviving corporation and be an indirect wholly-owned subsidiary of TKH
(the Merger). The board of directors
of the Company unanimously approved the Merger Agreement.
Pursuant to the Merger Agreement, at the effective
time of the Merger, each issued and outstanding share of the Companys common
stock, including each outstanding restricted stock unit of the Company, other
than common stock owned by the Company, TKH or Merger Sub, or by any
stockholders who have perfected and not withdrawn a demand for appraisal rights
under Delaware law, will be canceled and will be automatically converted into
the right to receive $2.45 in cash, without interest. At the effective time of the Merger each
outstanding and unexercised Company stock option will be cancelled.
Consummation of the Merger is subject to customary
conditions, including without limitation, approval by the holders of a majority
of the outstanding shares of the Companys common stock entitled to vote on the
Merger, the absence of any law, order or injunction prohibiting the Merger, the
accuracy of each partys representations and warranties (subject to customary
materiality qualifiers), each partys compliance with its covenants and
agreements contained in the Merger Agreement (subject to customary materiality
qualifiers) and the absence of any material adverse effect (as defined in the
Merger Agreement) with respect to the Company.
Additionally, consummation of the Merger is subject to the condition
that the Company have a net worth (as determined in accordance with the Merger
Agreement) of at least $15.5 million and that the Draka Agreement (as defined
below) is in full force and effect and the Company is in compliance with the
terms thereof. Consummation of the
Merger is not subject to a financing condition.
Pursuant to the Merger Agreement, the Company is
subject to customary no-shop restrictions on its ability to solicit
alternative acquisition proposals from third parties and to provide information
to and engage in discussions with third parties regarding alternative
acquisition proposals. The no-shop
provision, however, is subject to a customary fiduciary-out provision, which
allows the Company under certain circumstances to provide information to and
participate in discussions with third parties with respect to unsolicited
alternative acquisition proposals that the board of directors of the Company
has determined constitutes a superior proposal.
The Merger Agreement contains certain termination
rights for the Company and TKH, including the right of the Company to terminate
the Merger Agreement to accept a superior proposal. Upon termination of the Merger Agreement
under specified circumstances, the Company will be required to pay TKH a
termination fee of $325,000. The Company
may also be obligated to reimburse transaction expenses incurred by TKH upon
termination of the Merger Agreement under specified circumstances.
Additionally, on November 10, 2010, the
Company and Draka Holding N.V. (Draka) entered into a payoff agreement (the Draka
Agreement), pursuant to which Draka has agreed to accept a 30% reduction in the
principal amount payable by the Company to Draka under the amended and restated
promissory note entered into by the Company and Draka on March 5, 2010
(the Note). The reduction in the
principal amount of the Note is subject to the payment being made on or prior
to March 8, 2011.
The foregoing descriptions of the Merger Agreement
and Draka Agreement do not purport to be complete and are qualified in their
entirety by reference to the full text of the Merger Agreement and the Draka
Agreement, as applicable, a copy of each of which is filed as Exhibit 2.1
and Exhibit 10.1, as applicable, to the Current Report on Form 8-K
filed by the Company with the
Securities and Exchange Commission (SEC) on November 12,
2010,
and the respective terms of which are incorporated
herein by reference.
In connection with
the proposed transaction, the Company will file a proxy statement with the
SEC. When completed, a definitive proxy
statement and a form of proxy will be mailed to the stockholders of the
Company. The proxy statement and any
other relevant documents filed with the SEC will contain important information
about the Merger Agreement, the Merger and the parties thereto.
RESULTS OF OPERATIONS FOR
THE THREE MONTHS ENDED SEPTEMBER 30, 2010 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2009
Our international operations include the impact
from foreign currency translation in the quarter. On average, the U.S.Dollar
was stronger in the third quarter of 2010 compared to 2009. The result of a
strengthening U.S.Dollar impacted our results on a consolidated basis because
the Company translates Euro and Pound Sterling sales and related expenses at
proportionally lower U.S.Dollar equivalents in its financial statements.
REVENUE
Revenue for the third quarter of 2010 was $7.6
million, a decrease of 9% compared to the third quarter of 2009. Excluding
the impact of foreign currency exchange rates, revenue decreased approximately
1% in the third quarter of 2010 when compared to 2009. The decline is related
to longer than anticipated lead times associated with the transition to the
outsourcing of U.S. manufacturing discussed
below. Information regarding the
Companys U.S. and international based operations is included in the following
table. For the purposes of this table and the following discussion,
revenue classified as U.S. based includes Canada, Mexico and South America (in
thousands):
|
|
2010
|
|
2009
|
|
|
|
U.S.
|
|
International
|
|
Total
|
|
U.S.
|
|
International
|
|
Total
|
|
Revenue
|
|
$
|
1,404
|
|
$
|
6,181
|
|
$
|
7,585
|
|
$
|
1,995
|
|
$
|
6,312
|
|
$
|
8,307
|
|
Less: Cost of Goods
Sold
|
|
950
|
|
2,542
|
|
3,492
|
|
1,155
|
|
2,559
|
|
3,714
|
|
Gross Profit
|
|
$
|
454
|
|
$
|
3,639
|
|
$
|
4,093
|
|
$
|
840
|
|
$
|
3,753
|
|
$
|
4,593
|
|
Less: Operating
Expenses
|
|
1,525
|
|
2,621
|
|
4,146
|
|
2,021
|
|
3,530
|
|
5,551
|
|
(Loss) income from
Operations
|
|
$
|
(1,071
|
)
|
$
|
1,018
|
|
$
|
(53
|
)
|
$
|
(1,181
|
)
|
$
|
223
|
|
$
|
(958
|
)
|
At the end of the second quarter of 2010, the
Company completed a major initiative whereby we consolidated our U.S.
manufacturing operations into the existing Dutch manufacturing facility and to
a U.S. based contract manufacturer. This initiative is intended to provide the
Company with opportunity for flexibility in manufacturing during future
periods. As with any initiative of this
magnitude, unforeseen issues arise.
Currently, we are experiencing longer time from order to delivery then
we have historically maintained. However
we continue to work with our contract manufacturer to improve these times.
Our U.S. based sales declined $591 thousand or 30%
in the third quarter of 2010. Lower
revenues in part were due to longer than anticipated lead times associated with
the transition to the outsourcing of U.S. manufacturing to a contract
manufacturer. The contract manufacturer
was unable to process and complete shipment of approximately $700 thousand of
orders that had been scheduled for delivery no later than September 30,
2010. The Company continues to work
with the contract manufacturer to reduce order to delivery time. Additionally, the U.S. revenues were impacted
$132 thousand for the third quarter of 2010 as a result of the sale of revenue
from the sale of our EO business. The
U.S. business had a loss from operations of $1.1 million in the third quarter
of 2010 compared to a loss of $1.2 million in the third quarter of 2009. The significant reduction in operating
expenses helped to offset the reduction in sales and the reduction in the gross
profit margin from 42% to 32% resulting in the slight decrease in the U.S.
loss. The U.S. gross profit margin
decline in the current quarter was the result of expenses associated with the
transition of product fabrication to contract manufacturing as well as a
smaller revenue base. Lower revenue
levels result in relatively higher costs of goods sold on a per unit basis as
fixed costs are spread over a smaller revenue base. The Company also incurred additional costs as
it continued to provide technical consultants to train and familiarize the
contract manufacturer with its product fabrication process.
The revenue in our international operations
decreased by 2% during the third quarter 2010 compared to 2009. Our
international operations represented 81% of the Companys total revenue in the
current period. Our international revenue was negatively impacted by
approximately $614 thousand from foreign currency exchange rates as the Euro
weakened against the U.S. Dollar. Had
the exchange rates remained consistent, revenue in our international operations
would have increased by $480 thousand in the third quarter of 2010. As a result of the reduction in operating
expenses our international based operations recorded income from operations of
$1.0 million in the third quarter of 2010, a $795 thousand increase from the
third quarter of 2009.
Information regarding the Companys revenue by
product category is included in the following table (in thousands):
|
|
Three Months Ending
|
|
Three Months Ending
|
|
|
|
September 30, 2010
|
|
September 30, 2009
|
|
Fiber Optic
|
|
$
|
3,562
|
|
$
|
5,133
|
|
IP Video
|
|
4,023
|
|
3,042
|
|
Electro Optics
|
|
|
|
132
|
|
Total Revenue
|
|
$
|
7,585
|
|
$
|
8,307
|
|
12
Table of
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In the third quarter of 2010, sales of fiber optic
products were down 31% to $3.6 million while IP video revenue increased 32% to
$4.0 million. The Company planned for a market shift toward IP video products
and invested in the development of new products in prior periods. However, the
decline in fiber optic sales during the period was significantly more than the
increase in IP video revenue leading to a decline in total revenue. While our
sales teams internationally have made progress in marketing and selling our IP
solutions for the critical infrastructure, transportation and government market
segments, our history as a fiber-based product supplier in the U.S. continues
to demonstrate a slower than anticipated transition to IP video solutions in
the U.S. A contributing factor has been a historically geographical-oriented
sales approach in the U.S., which inhibited the ability of our sales teams to
properly focus on the unique needs of customers within individual market
sectors. The Company continues to focus its product development efforts toward
IP products in 2010 to address the overall market shift from Fiber Optic to IP
products.
GROSS PROFIT
Consolidated gross profit was $4.1 million or
54% of revenues for the quarter ended September 30, 2010, compared to
$4.6 million or 55% of revenues in 2009. Gross profit in our domestic
business was down $386 thousand in the third quarter of 2010 while gross profit
in our international business declined $113 thousand.
The U.S. gross profit margin decline from 42% in
the third quarter of 2009 to 32% in the current quarter was the result of
expenses associated with the transition of product fabrication to contract
manufacturing as well other fixed costs being spread over a smaller revenue
base. The gross profit margin in our
international business was 59% in both the third quarters of 2010 and 2009.
OPERATING EXPENSE
Consolidated operating expenses were
$4.1 million for the quarter ended September 30, 2010, compared to
$5.6 million in the third quarter of 2009. The overall decrease was $1.4
million and represented a 25% reduction in the third quarter of 2010.
At the end of April 2010, the Company adopted
a series of restructuring initiatives designed to strengthen the Companys
ability to become a global provider of advanced video-over-IP solutions. The
three key components of the changes and restructuring initiatives include the
transition of U.S. sales to a sector alignment, focused on three distinct
markets; the consolidation of the U.S. manufacturing operations into a
combination of the Companys current Netherlands based manufacturing facility
and U.S. contract manufacturing; and the streamlining of the Companys
corporate headquarters in the U.S.
The Company recorded pre-tax charges of $728 thousand related to
these actions of which $868 thousand was included in the second quarter 2010
with a credit of $140 included in third quarter of 2010. The third quarter correction resulted from
managements decision to retain certain positions originally identified for
elimination and lower than anticipated expenses associated with health care
benefits. The restructuring costs charged include $552 thousand of severance,
$52 thousand of health care benefits, and $124 of fixed asset write-downs,
primarily manufacturing equipment. The majority of severance and benefit
charges were paid out in the third quarter of 2010 while the fixed asset
write-downs are non-cash charges.
As a result of the U.S. business restructuring the
Company is attempting to sublease its corporate office and manufacturing
facility located in Germantown, Maryland. The building is leased by the Company
with no provision for termination prior to the end of the lease term in
August 2013. Rent expense continues to be recognized on a straight-line
basis during the lease term.
Excluding the change in foreign currency exchange
rates of $343 thousand our operating expenses decreased approximately 19%. The
decrease in operating expenses is due to ongoing declines in revenue levels and
a difficult economic environment, offset by a result of reductions in personnel
and continued cost control measures. The cost control effort includes the U.S.
restructuring effort, day to day decisions to lower expenses and our reduction
in force in the second half of 2009, which eliminated personnel including those
in mature fiber optic product areas.
13
Table of
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OTHER EXPENSE, NET
Other expense, net increased from $158 thousand in
the third quarter of 2009 to $394 thousand in the third quarter of 2010. The
Companys other expense includes interest expense and foreign currency exchange
transaction gains/losses on notes payable. The notes payable include the
Euro-based Note that resides on the parent companys books and a U.S. Dollar
intercompany note payable that resides on the foreign holding companys books.
The increase is from higher interest cost realized on our subordinated note and
fluctuations in foreign currency exchange translation.
INCOME TAX EXPENSE
Income tax expense in the third quarter of 2010 was
$482 thousand compared to an expense of $153 thousand in the third quarter of
2009. The increase in our tax expense in 2010 was attributed to an increase in
the current year income from our international operations. In the third quarter of 2010 we continued to
provide a full valuation allowance against U.S. deferred tax assets and
therefore, we did not record the impact of income tax benefits against U.S.
operating losses and other deferred tax assets for the first three quarters of
2010. As of September 30, 2010 and December 31, 2009, the Company had
a valuation allowance of $4.6 million and $3.5 million, respectively, related
to its U.S. deferred tax assets.
RESULTS OF OPERATIONS FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2010 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2009
The results of our international operations include
the impact from foreign currency translation in the quarter. On average, the
U.S. Dollar was stronger in the first nine months of 2010 compared to 2009. The
result of a strengthening U.S. Dollar impacted our results on a consolidated
basis because the Company translates Euro and Pound Sterling sales and related
expenses at proportionally lower U.S. Dollar equivalents in its financials.
REVENUE
Revenue for the first nine months of 2010 was $22.4
million, a decrease of 17% compared to the first nine months of 2009. The
decline is the result of a general economic decline, a transition in the market
from fiber optic based products to IP/Ethernet products, with IP sales slower than
expected, and a continuing decline in U.S. sales. Additionally, a portion of
the decline is due to longer than anticipated lead times associated with the
transition to the outsourcing of U.S. manufacturing to a contract manufacturer.
The contract manufacturer was unable to process and complete shipment of
approximately $700 thousand of orders that had been scheduled for delivery on
or before September 30, 2010.
Information regarding the Companys U.S. and international based
operations is included in the following table. For the purposes of this
table and the following discussion, revenue classified as U.S. or domestic
based includes Canada, Mexico, Central and South America (in thousands):
|
|
2010
|
|
2009
|
|
|
|
U.S.
|
|
International
|
|
Total
|
|
U.S.
|
|
International
|
|
Total
|
|
Revenue
|
|
$
|
5,164
|
|
$
|
17,277
|
|
$
|
22,441
|
|
$
|
7,591
|
|
$
|
19,313
|
|
$
|
26,904
|
|
Less: Cost of Goods
Sold
|
|
3,519
|
|
7,176
|
|
10,695
|
|
3,636
|
|
7,911
|
|
11,547
|
|
Gross Profit
|
|
$
|
1,645
|
|
$
|
10,101
|
|
$
|
11,746
|
|
$
|
3,955
|
|
$
|
11,402
|
|
$
|
15,357
|
|
Less: Operating
Expenses
|
|
4,848
|
|
9,177
|
|
14,025
|
|
6,468
|
|
10,538
|
|
17,006
|
|
(Loss) income from
Operations
|
|
$
|
(3,203
|
)
|
$
|
924
|
|
$
|
(2,279
|
)
|
$
|
(2,513
|
)
|
$
|
864
|
|
$
|
(1,649
|
)
|
Our U.S. based sales declined $2.4 million or 32%
in the first nine months of 2010 compared to the first nine months of 2009. The
decline is from a reduction of $2.1 million in fiber optic based product sales
and limited growth in IP product sales. Our IP revenue increased $145 thousand
in the first nine months of 2010 in the U.S. An additional decline of $498
thousand was from the loss of income from our Electro Optics business that was
sold in the first quarter of 2010. The
U.S. business had a loss from operations of $3.2 million in the first nine
months of 2010 compared to a loss of $2.5 million in 2009. The increase in the
U.S. based loss from operations is due to the significant decline in revenue
partially offset by a reduction of $1.6 million in U.S. operating expenses
during the first nine months of 2010. The expense reductions are also from the
Companys sale of its Electro Optics assets offset by the year to date
restructuring charge of $728 thousand.
Revenue for the first nine months of 2010 decreased
$2.0 million in our international operations when compared to the first nine
months of 2009. Approximately $705 thousand
is associated with the strengthening of the U.S. Dollar to the Euro which as
mentioned above results in proportionately lower U.S. Dollar equivalents in our
financial statements. Our international
operations represented 77% of the Companys total revenue for the nine months
ended September 30, 2010. The lower revenue base was offset by reduction
in operating expense resulting in an
income from operations of $924 thousand for the first nine months of 2010
compared to income from operations of $864 thousand in 2009.
14
Table of
Contents
Information regarding the Companys revenue by
product category is included in the following table (in thousands):
|
|
Nine Months Ending
|
|
Nine Months Ending
|
|
|
|
September 30, 2010
|
|
September 30, 2009
|
|
Fiber Optic
|
|
$
|
11,747
|
|
$
|
16,780
|
|
IP Video
|
|
10,547
|
|
9,479
|
|
Electro Optics
|
|
147
|
|
645
|
|
Total Revenue
|
|
$
|
22,441
|
|
$
|
26,904
|
|
In the first nine months of 2010, sales of fiber
optic products were down 30% to $11.7 million while IP Video revenue increased
11% to $10.5 million. The Company has planned for a market shift toward IP
Video products as it invested in the development of a new product set in recent
periods. The decline in fiber optic sales during the period was in line with an
overall trend away from these products in the market. The Company continues to
focus its product development efforts toward the IP products in 2010 to address
the overall market shift from fiber optic to IP products.
Seasonality affects our revenues to the extent that
normal contracting activities are affected by capital budgets. We are
also impacted in areas with colder climates as some outdoor projects are
planned to avoid the winter months. This seasonality has periodically resulted
in generally lower levels of revenue in the first half of the year when
compared to revenue in the second half of the year.
GROSS PROFIT
Consolidated gross profit was $11.7 million or
52% of revenues for the nine months ended September 30, 2010, compared to $15.4 million
or 57% of revenues in 2009. The gross profit percentage was 5% lower in 2010
which is below the Companys ongoing target. Gross profit was down a total of
$3.6 million and 24% primarily because of the decrease in revenue combined with
lower profit margins in our U.S. business. The U.S. gross profit margin
declined due to excess capacity in the U.S. manufacturing facility, inventory
write-downs related primarily to product obsolescence, restructuring charges
and costs associated with the transition of U.S. manufacturing to a contract
manufacturer. The gross profit margin in our international business was 58% in
the first nine months of 2010 compared to 59% in the first nine months of 2009.
OPERATING EXPENSE
Consolidated operating expenses were
$14.0 million for the nine months ended September 30, 2010, compared
to $17.0 million in 2009. The overall decrease was $3.0 million representing an
18% reduction in operating expenses for the first nine months of 2010. Results
for the first nine months of 2010 include $1.15 million from the sale of the
Companys Electro Optics coil manufacturing operations.
The decrease in operating expenses is a result of
reductions in personnel and continued cost control measures due to ongoing
declines in revenue levels and a difficult economic environment. The Company
recorded pre-tax severance charges of $355 thousand in the nine months ended September 30,
2010 in connection with the restructuring initiatives adopted at the end of April 2010.
OTHER EXPENSE, NET
Other expense, net increased from $591 thousand in
the first nine months of 2009 to $1.0 million in the first nine months of 2010.
The Companys other expense includes interest expense, and foreign currency
exchange transaction gains/losses on notes payable. The notes payable include a
U.S. Dollar senior term loan which resided on the foreign holding companys
books before being paid off in March 2010, the Euro-based Note that
resides on the parent companys books, and a U.S. Dollar intercompany note
payable that resides on the foreign holding companys books. The increase in
other expense, net in the first nine months of 2010 is the result of several
factors including an increase from higher interest cost realized on the Note
due to the higher interest rate for most of 2010and fluctuations in foreign
currency exchange translation.
INCOME TAX EXPENSE
The benefit for income taxes in the first nine
months of 2010 was $17 thousand compared to a benefit of $78 thousand in the
first nine months of 2009. The tax benefit
in the first nine months of 2009 and 2010 is primarily related to the Companys
international operations.
15
Table of Contents
FINANCIAL CONDITION, LIQUIDITY AND
CAPITAL RESOURCES
Total assets of the Company were $34.9 million at September 30,
2010, compared to $41.2 million at December 31, 2009, a decline of 15%.
The Company had a decline in cash and equivalents, excluding restricted cash,
of $1.2 million and a decline in accounts receivable of $819 thousand. The
reduced cash level is the result of losses from operating activities in the
first nine months of 2010, interest payments on the subordinated debt and
retirement benefit payments to the former CEO offset by cash received from the
sale of certain assets. The decrease in accounts receivable is attributable to
the reduction in sales in 2010 compared to the later part of 2009.
The Companys total liabilities decreased to
$18.8 million at September 30, 2010 from $21.4 million at
December 31, 2009. This decrease is primarily from a decline in our level
of debt totaling $2.4 million with full payment of $1.9 million on our senior
term loan in early 2010. The decline in debt is also the result of a lower
foreign currency exchange rate in 2010. The Company has outstanding debt
totaling $12.3 million at September 30, 2010 from the subordinated note
and accrued interest to Draka Holding N.V. due in March 2011.
The Companys stockholders equity decreased from
$19.8 million at December 31, 2009 to $16.1 million at September 30,
2010. The decrease in total stockholders
equity resulted from a net loss in the first nine months of 2010 of $3.3
million and a $705 thousand decrease in accumulated other comprehensive income
offset by an increase in additional paid in capital . The decrease in accumulated other
comprehensive income is primarily from the impact of foreign currency exchange
rates as the U.S. Dollar strengthened in the first half of 2010 and the Company
translated its net assets at a relatively lower level based on the rate of the
Euro at September 30, 2010. At September 30, 2010, the exchange rate
for the Euro to the U.S. Dollar was 1.36 compared to 1.43 at December 31, 2009. The increase in additional paid in capital is
the result of expense related to equity awards.
The Company provides reserves for accounts
receivable, inventory obsolescence and warranty against product defects.
For the nine months ended September 30, 2010, the Company had $133
thousand of additional expense related to the accounts receivable reserve, $146
thousand related to the warranty reserve and $181 thousand of additional
expense related to inventory obsolescence. The accounts receivable reserve is
predominately from slower payment on international receivables while the
increased reserve on inventory is the result of write-downs from U.S. product
obsolescence.
Cash used in our operating activities was $2.2
million for the nine months ended September 30, 2010 compared to $182
thousand provided for the nine months ended September 30, 2009. Our cash
from operations is the result of our net loss, adjusted for depreciation,
amortization and other non-cash items, and changes in our operating assets and
liabilities. The net cash used in operating activities during the first nine
months of 2010 is from a combination of factors including a net loss of $3.3
million, interest payments on the restated Draka note payable and payments on
the former CEOs retirement benefit.
Cash provided by in investing activities was $1.2
million for the nine months ended September 30, 2010 while cash used for
investing activities was $409 thousand for the nine months ended 2009.
Investing activities are from capital expenditures and proceeds from sale of
equipment and other assets in the current and prior periods.
Cash used in financing activities was $159 thousand
during the first nine months of 2010 compared to cash used during the first
nine months of 2009 totaling $1.1 million. The current period includes
reductions in notes payable as we paid off our senior term loan and refinanced
our subordinated debt. The Company used restricted cash to pay off the senior
term loan.
On March 5, 2010, the Company entered into the
Note with Draka. Draka agreed to extend the term of the Note to March 8,
2011 at an annual interest rate of 10%. The principal amount under the Note at September 30,
2010 is 9.0 million ($12.2 million U.S. Dollars). In consideration of Drakas
agreement to extend the term of the Note, the Company agreed to make quarterly
interest payments starting in June 2010. Additionally, the Company agreed
that if it has consolidated cash on hand in excess of $2.5 million at the end
of any calendar quarter; it will pay this excess cash to Draka as a prepayment
on the Note.
On April 6, 2010, the Company and Presidential
Financial Corporation entered into a Loan and Security Agreement where
Presidential agreed to provide the Company with a revolving line of credit of
$750 thousand based upon the availability of sufficient eligible accounts
receivable in the U.S. legal entity. The Loan Agreement is for a term of one
year and the obligations are secured by substantially all of the assets of the
U.S. legal entity.
16
Table of Contents
FORWARD LOOKING INFORMATION
Statements in this Form 10-Q that are in the
future tense, and all statements accompanied by terms such as believe, project,
expect, estimate, assume, intend, anticipate, and variations or
similar terms are intended to be forward-looking statements as defined by
federal securities law. Forward-looking statements are based upon assumptions,
expectations, plans and projections that are believed valid when made, but that
are subject to the risks and uncertainties identified under Risk Factors in the
companys annual report on Form 10-K for the year ended December 31,
2009, that may cause actual results to differ materially from those expressed
or implied in the forward-looking statements. The Company intends that
all forward-looking statements made will be subject to safe harbor protection
of the federal securities laws pursuant to Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended (the Exchange Act). Forward-looking statements are based
upon, among other things, the companys assumptions with respect to:
·
the occurrence of any event, change or other circumstances that could
give rise to the termination of the Merger
Agreement or the inability to complete the Merger due to the failure to
obtain stockholder approval or to satisfy other conditions of the Merger;
·
the effect of the announcement,
pendency or anticipated consummation of the Merger on our employee,
customer, vendor and other business relationships, operating results and
business generally;
·
restructuring initiatives;
·
future revenue;
·
expected sales levels and cash flows;
·
debt payments and related interest rates;
·
fluctuations in foreign currency amounts and rates;
·
performance issues with key distributors and suppliers;
·
product development and performance and the successful execution of
internal plans;
·
trends in the markets for our products;
·
successful negotiation of major contracts;
·
effective tax rates and timing and amounts of tax payments;
·
acquisitions or divestitures of businesses;
·
the results of any audit or appeal process with the Internal Revenue
Service;
·
anticipated costs of capital investments; and
·
the ability to obtain future financing.
You should consider the limitations on, and risks
associated with, forward-looking statements and not unduly rely on the accuracy
of predictions contained in such forward-looking statements. As noted above,
these forward-looking statements speak only as of the date when they are made.
The Company does not undertake any obligation to update forward-looking
statements to reflect events, circumstances, changes in expectations, or the
occurrence of unanticipated events after the date of those statements.
Moreover, in the future, the Company, through senior management, may make
forward-looking statements that involve the risk factors and other matters
described in this Form 10-Q as well as other risk factors subsequently
identified. This includes those identified in the Companys filings with the
Securities and Exchange Commission on Form 10-K, Form 10-Q and
Form 8-K.
17
Table of Contents
Item 3.
Quantitative and Qualitative
Disclosures
about Market Risk.
FOREIGN CURRENCY EXCHANGE RATE RISK
We are exposed to foreign currency exchange rate
risk on our investment in our European operations and related debt instruments.
We do not hedge our net investment in foreign operations or other transactions
with these operations and we have no derivative financial instruments for the
underlying economic exposure.
In connection with the acquisition from Draka in March 2005
the Company has a 9.0 million denominated subordinated Note at September 30,
2010. Upon completion of a legal restructuring in June 2008, the impact
from the fluctuation in foreign currency exchange rate on the subordinated Note
is included in the other expense, net on our consolidated statements of
operations. As part of the 2008 legal restructuring, our European holding
company and the U.S. parent company entered into a U.S.Dollar denominated note
payable to the parent company. At September 30, 2010, the balance on
this U.S.Dollar denominated intercompany note payable is $7.9 million.
Restatement of these balances at the September 30, 2010 exchange rate
resulted in a net foreign currency exchange loss of $274 thousand which is
included in Other Expense, net. As principal payments are made on the
intercompany note and the principal balances become more disparate, the foreign
currency exchange impact may result in additional exposure to the Company.
For quantitative and qualitative disclosures about
market risk, see Item 7A, Quantitative and Qualitative Disclosures about
Market Risk, of our annual report on Form 10-K for the year ended
December 31, 2009. With the exception of the foreign currency exchange
rate risk noted above, our exposures to market risk have not changed materially
since December 31, 2009.
Item 4.
Controls and Procedures.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the period covered by this
report, under the direction and with the participation of the Companys
management, including the Companys Chief Executive Officer and Chief Financial
Officer, the Company reviewed and evaluated the effectiveness of the design and
operation of its disclosure controls and procedures pursuant to Exchange Act
Rule 13a-15. Based on that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that the Companys disclosure controls and
procedures were effective as of September 30, 2010.
CHANGES IN INTERNAL CONTROLS
In connection with the evaluation by management,
including the Chief Executive Officer and Chief Financial Officer, of our
internal controls over financial reporting, pursuant to Exchange Act
Rule 13a-15(d), no changes during the quarter ended September 30,
2010 were identified that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
18
Table of Contents
PART II OTHER INFORMATION
Item 1.
Legal Proceedings.
The Company is not involved in legal proceedings or
litigation at this time.
Item 2.
Unregistered Sales of Equity
Securities
and Use of Proceeds.
None.
Item 3.
Defaults Upon Senior Securities.
None.
Item 4.
[Removed and Reserved.]
Item
5. Other Information.
None.
Item 6.
Exhibits.
3.1
|
Certificate of Incorporation, as amended
(incorporated by reference from Form 10-K filed March 31, 1998 and
Form 8-K filed April 19, 2005)
|
|
|
3.2
|
By-Laws (incorporated by reference from
Form 10-K filed March 31, 1998)
|
|
|
31.1
|
Certification of Chief Executive Officer
pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the
Securities Exchange Act filed herewith.
|
|
|
31.2
|
Certification of Chief Financial Officer
pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the
Securities Exchange Act filed herewith.
|
|
|
32
|
Certification of Chief Executive Officer
and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 filed herewith.
|
19
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
|
OPTELECOM-NKF, INC.
|
|
|
|
|
Date: November 15, 2010
|
/s/ David Patterson
|
|
David Patterson,
|
|
President and Chief Executive Officer
|
|
|
Date: November 15, 2010
|
/s/ Cathy Mizell
|
|
Cathy Mizell,
|
|
Vice President and Chief Financial Officer
|
20
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