form10k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
R
|
ANNUAL
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
|
|
For
the fiscal year ended December 29, 2007
|
or
|
£
|
TRANSITION
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
|
|
For
the transition period
from to
|
_____________________________
Commission
File No. 0-17541
PRESSTEK,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
02-0415170
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.Employer
Identification No.)
|
2
Greenwich Office Park, Suite 300, Greenwich, Connecticut 06831
(Address
of principal executive offices including zip code)
Registrant’s
telephone number, including area code:
(203)
485-7523
Securities registered pursuant to
Section 12(b) of the Act:
Title
of each class
[Missing Graphic Reference]
|
|
Name
of each exchange on which registered
[Missing Graphic Reference]
|
Common
stock, par value $0.01 per share
|
|
The
NASDAQ Global Market
|
Securities
registered pursuant to Section 12(g) of the Act:
None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes £ No
R
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 £ No
R
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 R No
£
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. £
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. (See definition of
“large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act).
Large
accelerated filer £ Accelerated
filer R Non-accelerated
filer £ Smaller
reporting company £
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes£ No
R
The
aggregate market value of common stock held by non-affiliates of the registrant
as of June 30, 2007 was $219,205,922.
The
number of shares outstanding of the registrant’s common stock as of April 23,
2008 was 36,602,840.
PRESSTEK,
INC.
ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 29, 2007
|
|
|
PAGE
|
PART
1
|
|
|
|
Item
|
|
|
|
|
|
Business
|
3
|
|
|
Risk
Factors
|
17
|
|
|
Unresolved
Staff Comments
|
25
|
|
|
Properties
|
26
|
|
|
Legal
Proceedings
|
27
|
|
|
Submission
of Matters to a Vote of Security Holders
|
28
|
|
|
|
|
PART
II
|
|
|
|
Item
|
|
|
|
|
|
Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
29
|
|
|
Selected
Financial Data
|
30
|
|
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
32
|
|
|
Quantitative
and Qualitative Disclosures About Market Risk
|
52
|
|
|
Financial
Statements and Supplementary Data
|
53
|
|
|
Changes
in and Disagreements With Accountants on Accounting and Financial
Disclosure
|
91
|
|
|
Controls
and Procedures
|
91
|
|
|
Other
Information
|
96
|
|
|
|
|
PART
III
|
|
|
|
Item
|
|
|
|
|
|
Directors,
Executive Officers and Corporate Governance
|
96
|
|
|
Executive
Compensation
|
98
|
|
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
118
|
|
|
Certain
Relationships and Related Transactions, and Director
Independence
|
121
|
|
|
Principal
Accountant Fees and Services
|
122
|
|
|
|
|
PART
IV
|
|
|
|
Item
|
|
|
|
|
|
Exhibits
and Financial Statement Schedules
|
123
|
|
|
|
|
|
|
|
|
See Part
I – Item 1A of this Annual Report for cautionary statements regarding
forward-looking statements included in this report.
PART I
General
Presstek’s
address is 55 Executive Drive, Hudson, NH 03051. We also maintain executive
offices at 2 Greenwich Office Park, Suite 300, Greenwich, CT 06831. The
Company’s website is www.presstek.com.
Presstek
is a leading manufacturer and marketer of environmentally-friendly digital
offset printing solutions. These products are engineered to provide a
streamlined workflow that shortens the print cycle time, reduces overall
production costs, and meets the market’s increasing demand for fast turnaround
high-quality short run color printing. Presstek’s subsidiary, Lasertel, Inc.,
manufactures semiconductor laser diodes for Presstek and external customer
applications.
Our
products include DI® Presses,
chemistry-free computer-to-plate systems (CTP), workflow solutions, and a
complete line of prepress and press room consumables. Presstek also offers a
range of technical services for its customers.
Background
Since its
founding in 1987 Presstek has served the commercial print industry by offering
innovative digital offset printing solutions for commercial printing
applications. We:
·
|
invented
the technology that enables DI®
presses;
|
·
|
invented
chemistry-free printing plates;
|
·
|
have
significantly streamlined the print production
workflow;
|
·
|
have
helped transition offset printing from a craft-based manual process to an
automated manufacturing process
and;
|
·
|
plan
to continue to innovate by providing high quality fully integrated digital
solutions and services that form an all-encompassing relationship with our
customers
|
Primary
Markets
Presstek
serves the global print market. The two primary opportunities for
Presstek’s solutions lie in the commercial and corporate segments.
Commercial
markets include companies that provide printing and print-related services, such
as design, prepress, and bindery, on a print-for-pay basis. Many firms in the
commercial printing industry have some type of process expertise or geographic
focus. This market is further segmented by employee size (i.e. < 10, 10 - 19,
20 – 49, 50 – 99, 100 +) and by equipment capability (e.g. format size 2-page,
4-page, 8-page; type of equipment - sheetfed or web press).
The
corporate market includes in-plant print shops and data center printing
departments that provide copying and printing services to support the primary
business of a company or organization. These are companies whose primary
business includes anything other than printing (i.e. insurance, manufacturing,
financial services, education, or government).
Historically,
Presstek has primarily served smaller commercial printers with less than 20
employees as well as the in-plant printing market.
Market
Trends
The
commercial printing market is shifting to increasingly faster production of
smaller order quantities (shorter runs) with an increasing use of color. Key
trends include the following:
·
|
80%
of four-color jobs are now produced in runs of less than
5,000
|
·
|
10%
of digital color work is versioned or
personalized
|
·
|
A
27% growth in production digital color page volume is expected to occur by
2009
|
·
|
By
2010, 33% of all print jobs are expected to require a 24-hour
turnaround
|
Providing
Solutions for New Market Requirements
Presstek
offers a range of products to meet these changing market demands including
DI®
presses and chemistry-free CTP systems. Presstek DI® presses
incorporate Presstek’s ProFire Excel laser imaging technology, unique press
design, and thermal plates to create an optimized offset printing system for
runs from 250 to 20,000 sheets. With this automated print system,
digital files are sent to the printing press where all four printing plates are
imaged on press in precise register, resulting in a highly streamlined digital
workflow that is designed to allow the fastest way to achieve finished offset
press sheets. With our CTP solutions, digital files are sent directly from the
prepress workflow to the plate-imaging device; the plates are imaged off line,
and then mounted on a conventional offset press. Presstek introduced the concept
of chemistry-free printing to the market and continues to lead the market in
pursuit of this more environmentally friendly and efficient manner of producing
offset printing plates.
Organizational
Structure
To better
address the worldwide print market, Presstek has aligned its resources into
three strategic business units. The structure allows the Company to continue to
focus on its traditional base of small commercial and in-plant customers, while
expanding the range of products it can bring to market around the world. The
structure is also designed to better position the Company to more effectively
address the needs of larger commercial printers. New strategic business units
are:
·
|
Digital
Printing Business Unit, which includes digital presses, consumables and
workflow
|
·
|
CTP
Business Unit, responsible for digital platemaking systems, consumables
and workflow
|
·
|
Traditional
Business Unit, consists of polyester CTP platemaking and pressroom
supplies
|
Geographic
Structure
Presstek
supplies equipment to support the growing print market; currently 67% of
Presstek’s revenues come from North America, 27% from Europe; 4% from Asia
Pacific and 2% from other various regions. To facilitate growth Presstek has
established three sales regions that work closely with the business units to
bring integrated solutions to local markets. The three sales regions
are:
·
|
Europe
(Europe, Middle East, Africa)
|
·
|
Americas (North
America and Latin America)
|
Our Business
Segments
We
operate in two reportable segments: the Presstek segment, and the Lasertel
segment. The Presstek segment is primarily engaged in the
development, manufacture, sales, distribution, and servicing of digital offset
printing solutions for the graphic arts industries. The Lasertel segment is
primarily engaged in the manufacture and development of high-powered laser
diodes for a variety of industry segments.
For an
analysis of our revenue from sales to external customers, operating profit and
assets by business segment as well as revenue from sales to external customer
and long-lived assets by geographic area, see Note 16 of the Notes to the
Consolidated Financial Statements included in this Annual Report on Form
10-K.
The
Presstek Segment
The
Presstek segment provides research, new product development and manufacturing.
It also serves as the center for marketing, sales and service for our digital
offset printing solutions as well as the distribution of our third-party
products. In addition, the Presstek segment serves as the central organization
under which our subsidiary functions.
Our
products are sold to end-user customers through either our direct sales force,
our dealer channel, or through OEM partners. We also have an established catalog
of pressroom supplies and consumables.
Presstek
branded equipment is serviced either by our direct service organization or by
our dealer channel. Our direct service organization primarily serves customers
located in the United States, Canada, and the U.K.
Manufacturing
At our
165,000-square-foot facility in Hudson, New Hampshire, we manufacture
ProFire® Digital
Media, PearlDry® Plus,
and PearlDry® printing
plates. The ProFire Excel imaging kits that are incorporated into DI®
presses are also assembled in Hudson. All CTP systems are manufactured in
Hudson, including the Dimension® Excel series, Vector TX52 and the ABDick®-branded
Digital PlateMaster® system.
At our South Hadley, Massachusetts, manufacturing facility, we manufacture
aluminum-based printing plates, including chemistry-free Presstek-branded
Anthem® Pro,
Freedom® and
Aurora digital printing plates.
Plate
manufacturing at our Hudson facility uses vacuum deposition technology to create
ultra-thin imaging layers. We have a state-of-the-art solution coater
capable of handling aqueous or solvent-based fluids with best available
environmental controls throughout the process. PET substrates are
laminated to aluminum webs (spools) using electron beam curing
technology. This eliminates the need for environmental emissions from
a drying process. We utilize full converting capability, which
provides high-speed slitting, spooling, formatting and final
packaging.
The
facility located in South Hadley, Massachusetts, consists of 50,000 square feet
in a single building, and performs aluminum plate manufacturing including
in-line graining, anodizing, silicating, and multiple layer
coatings. Raw aluminum is processed into lithographic printing plates
for digital markets.
Distribution
Our sales
strategy is designed to emphasize the distribution of Presstek DI presses and
CTP solutions and related consumables, as well as a full catalog of conventional
products. These products are offered to customers through our direct
sales force, independent graphic arts dealers and strategic OEM
partnerships.
We have
an established distribution network in North America, and in Europe we are
currently strengthening our position by growing our dealer network. We are in
the process of developing distribution in other parts of the world to strengthen
our global position.
Service
and Support
Presstek
also has an established service organization throughout the United States,
Canada and the UK to service its equipment. In other regions, Presstek
authorized dealers are the primary source of service, with Presstek providing
training and advanced technical support.
The
Lasertel Segment
Our
Lasertel segment is a developer and manufacturer of high-powered laser diodes.
These diodes are used in Presstek DI® presses and the Dimension
Series of CTP systems. Lasertel also provides diodes to external customers in a
range of industries (i.e. defense, industrial, medical, and
telecommunications).
Lasertel
operates a 75,000-square-foot facility located in Tucson,
Arizona. The facility includes 10,000 square feet of clean room space
and complete process equipment for semiconductor laser
manufacturing. Lasertel’s manufacturing process begins with molecular
beam epitaxy reactors to grow semiconductor laser wafers, and extends through
the final polishing techniques for the optical fiber.
In
December of 2005, Lasertel received ISO 9001:2000 certification. An ISO
9001:2000 certification recognizes the quality of a company’s management
system. ISO is a non-governmental federation of the national standard
boards of countries from all regions of the world that set the standards and
requirements for state-of-the-art products, services, processes, materials and
systems, as well as for good conformity assessment, managerial and
organizational practice.
The 2005
purchase of a high capacity molecular beam epitaxy (“MBE”) reactor enabled
Lasertel to improve yields and increase revenue substantially during 2006 and
2007. During 2006 the performance and reliability of Lasertel products was
demonstrated by the first use of a Lasertel diode laser on the space shuttle.
The laser manufactured by Lasertel is used in a system enabling the crew of the
space shuttle and engineers on the ground to determine the health of Discovery’s
heat shield. The success of the system led to its use on shuttle
missions. In July of 2007 Lasertel received a purchase contract for
more than $3 million from SELEX Sensors and Airborne Systems to supply laser
diode arrays for use in military aerospace targeting systems. This order was one
in a series of contracts awarded to Lasertel as part of a strategic supply
agreement in place between SELEX S&AS and Lasertel. The agreement
demonstrates that defense is an important segment for Lasertel.
Strategy
Our
vision is to provide high quality, fully integrated digital solutions and
services in order to form an all-encompassing relationship with our customers.
Our business strategy is to offer innovative digital imaging and plate
technologies that address the opportunities of today and tomorrow in the graphic
arts and commercial printing market.
This
strategy includes several imperatives:
1. Focus on the growth of our
consumables product line
Presstek
provides digital offset solutions that aid printers in meeting the changing
needs of today’s market – shorter run lengths, faster turn-around times, and
more color. Our DI press and CTP solutions use our chemistry-free printing
plates. With our direct sales force and network of distribution partners, we
feel we are well positioned to expand our installation base of these
solutions. Another step in growing our consumables business is to
develop plates (consumables) that can be imaged on non-Presstek manufactured
devices, an open systems approach. The first step in executing this strategy is
the launch of Aurora Pro, our open-platform, chemistry-free printing plate,
which is designed to be used on thermal CTP systems marketed by other
manufacturers, planned for commercialization during 2008. The Company also
believes that it can stem the erosion of its traditional consumables (ink,
pressroom and proofing supplies, etc.) and has dedicated a strategic business
unit to this effort.
2. Emphasize attractive market
segments
Large
print providers were the first to adopt digital technology, and they have driven
the digital transformation of the commercial printing market. Today
the benefits of a digital workflow are well understood and all segments of the
commercial print market are adopting digital technologies. With our
range of digital solutions and the strength of our direct sales and service
force, we have experienced most of our success in these segments:
a.
|
Commercial
printers (generally those with less than 20 employees) that need to
increase their production capacity, level of productivity and output
quality while improving profitability have demonstrated success with our
digital offset products. These printers are often acquiring
their first four-color press when they acquire a Presstek
product.
|
b.
|
Digital
printers and copy shops, facilities that primarily operate toner-based
digital printing equipment, are acquiring DI presses as complementary
devices. They are using DI presses for jobs that require run lengths
greater than 250 copies, a higher level of quality, or a substrate (coated
stock, thick stock, plastics, etc.) that can not be effectively produced
on a toner based device.
|
c.
|
In-plant
print shops that operate within corporations, colleges and universities
and government agencies are attracted to the ease-of-use, compact
footprint and environmentally responsible nature of our
solutions.
|
3. Focus on key growth
areas
a.
|
Growth
within the existing segments that Presstek serves today. Historically
Presstek has served print shops with less than 20 employees, this segment
makes up approximately 75% of the industry (i.e..number of printers), and
many have not yet fully embraced digital printing technologies. In
addition, owners of existing DI presses and CTP systems will be looking to
add capacity or to upgrade their capabilities (i.e. upgrade a 34DI press
to a 52DI or a semi-automated CTP system to a fully automated
solution).
|
b.
|
Growth
up-market to larger print shops. As print buyers request shorter runs with
faster turnaround times, larger shops often need to outsource these jobs
or run them inefficiently on their larger offset presses or toner presses.
A Presstek DI press is a good solution for these shops, because it is an
offset printing solution that allows color to be matched to the output of
their larger presses. The DI press may also open up new applications for
the larger print shop.
|
c.
|
Growth
of computer-to-plate (CTP) consumables. It is estimated that the worldwide
thermal printing plate market in 2006 was $2.22 billion. This
market is expected to grow by as much as 53% to $3.41 billion based
on research from PIRA International and PRIMIR Research. Presstek
plans to further penetrate this large consumables market by expanding its
range of CTP plates. These plates will work on both imaging systems sold
by Presstek and on third party imaging devices. Aurora Pro is an example
of a product that fits into this area of
growth
|
d.
|
Growth
in geographic regions. The largest portion of Presstek’s sales has
historically come from the United States and Canada. However, the largest
portion of the worldwide print market is outside North
America Presstek has established three sales regions, the
Americas, Europe, and Asia Pacific, to establish proper distribution by
region and to help develop solutions that fit that markets specific
geographic requirements.
|
4. Enable customers to better compete
by offering diverse range of products
Because
our goal is to provide high quality, fully integrated digital solutions and
services that form an all-encompassing relationship with our customers, we
deliver solutions that allow the printers to differentiate their print
businesses in a competitive marketplace. Presstek’s products can be
divided into two primary categories: DI® presses
and CTP systems, along with the supplies and services that they require. Ease of
use, environmentally friendly chemistry-free imaging, and a small footprint are
common benefits of the two product lines.
Our
DI®
presses, the Presstek 52DI and Presstek 34DI, allow printers to offer
high-quality offset printing on a wide range of substrates at run lengths
starting at 250 sheets for a competitive price. DI® presses
are able to do this because of their short make-ready time, which is possible
because of three Presstek technologies—laser imaging, press design, and thermal
plate technology—working in unison to create an optimized printing
system.
Presstek
offers a full range of CTP systems, from a two-page polyester system to an
eight-page aluminum system. In 2007, Presstek upgraded the Dimension250 Excel
and Dimension450 Excel to include full automation.
Presstek
has also recently expanded its workflow offering by partnering with third
parties. This allows users to better implement Presstek’s DI® and CTP
solutions while improving the flow of jobs through production. An example of
this is the recent agreement Presstek signed with Press-sense to offer a
web-to-print solution that allows printers to efficiently accept work via the
Internet.
5. Provide solutions that meet the
growth in demand for short-run, fast turnaround high-quality color
printing.
According
to market research commissioned by Presstek and conducted by industry consultant
Dr. Joseph Webb of Strategies for Management, “Much of the print industry’s
decline in shipment volume has been in long-run printed documents. Short-run
printing is actually mainstream. Short-run printing weighs on the capital base
that was purchased to produce long-run printing, and until that installed base
is replaced, profits are negatively affected.” Dr. Webb concludes, “Presstek has
a unique opportunity and position in the reshaping of the printing industry's
workflow and production methods. Presstek as a company, and print as a medium,
are at a fascinating crossroads of technology, market opportunities, and
competition. The company's products allow printers to compress their workflow to
eliminate costly steps, leveraging the modern content creator’s capabilities to
make better, richer, and more predictable printable files.”
6. Provide environmentally responsible
solutions through our application of technology.
Our
thermally imaged chemistry-free plate technologies are designed to provide both
a streamlined workflow and an environmentally responsible
solution. Besides contributing to a cleaner and safer printing
operation, environmental responsibility is sound business practice in that our
DI and CTP solutions reduce labor needs, reduce space requirement, eliminates
plate-oriented waste disposal, and results in fewer manufacturing process
errors.
Technology
Imaging
Technology
Presstek
developed the imaging technology for the world's first DI® press.
Over the past 20 years, we have continuously improved on this technology. Today
we offer our fourth generation of imaging technology which we call ProFire
Excel. The ProFire Excel system has three major components: the laser diode system, made up
of unique four-beam laser diodes and laser drivers, the integrated motion system that
controls the placement of the laser diodes; and the digital controller and data
server. The image data board of the ProFire Excel controls
16-micron diodes with patented Image Plus technology. Among the
advantages of Image Plus is a writing mode that increases image quality while
significantly reducing moiré patterns in standard screen sets, allowing for a
range of FM (stochastic) screening options.
The laser
diodes that we use for our imaging system are manufactured at
Lasertel. Lasertel manufactures epitaxial wafers, which are
subsequently processed into chips or bars. Lasertel then assembles
these devices into fiber-coupled modules called multiple emitter packages
(“MEPs”), which contain four lasers per module. These MEPs are then
sent to our manufacturing facility in Hudson, New Hampshire. We
assemble Lasertel-manufactured laser imaging modules into imaging kits that are
designed for DI® press or
Dimension CTP units. These kits are then incorporated into DI
printing presses, by our manufacturing partner, or into CTP systems assembled at
our Hudson, NH facility.
Before
direct-to-plate imaging, platemaking and pre-press activities had occurred as a
separate and specialized activity in the printing operation, primarily using
analog film-based technology, chemical processing and manual skill-based
processes. Conventional or analog printing plates are produced using labor and
chemical-intensive, multi-step processes. By consolidating or
eliminating process steps required to prepare a digital file for printing,
Presstek DI® presses
and CTP systems deliver efficiencies that allow increased print productivity at
a lower cost and with better quality than conventional offset
methods. At the same time, by imaging chemistry-free plates, Presstek
products eliminate the reliance on the chemical processing that is generally
associated with imaging traditional printing plates. In addition to
being more efficient to operate, our solutions are more environmentally
responsible than traditional methods of printing. The result is
higher quality, faster turnaround offset printing with a lower cost of operation
that is also environmentally safe.
Plate
Technology
We
manufacture digital printing plates for both on-press imaging with DI® presses
and Computer-to-Plate printing applications. Our plates are based on our
patented chemistry-free thermal imaging technology. Our printing plates respond
to heat generated by high-powered lasers (thermal imaging) using a process known
as ablation to enable chemistry-free plate production.
Thermal
ablation refers to the process in which the thermal laser ablates (removes)
areas of the emulsion while the plate is being imaged. This is the method
employed in Presstek’s plates. Plates that are imaged using thermal ablation
typically consist of a basic substrate such as a grained aluminum plate or
polyester, an oleophilic (ink receptive) imaging layer, and an ink-rejecting
micro porous hydrophilic layer.
The
high-powered laser of the imaging system selectively burns tiny holes in the
thin plate coating, causing it to burst away from the base. This technique thus
requires the imaging system to be equipped with a means of collecting the
debris, typically a vacuum with filters. The result is a
high-contrast image that can be examined and measured prior to mounting on a
printing press.
DI®
Presses
Presstek 52DI® Press
The
Presstek 52DI is a landscape format 52cm direct imaging press with a maximum
sheet size of 20.47” x 14.76”. The 52DI has a maximum image area of 20.07” x
14.17,” one of the largest in its class. This press is highly
automated and designed to deliver superior economics and faster turnaround
times, require lower skilled operators and reduced paper waste. The
Presstek 52DI images all four chemistry-free printing plates on press in 4.5
minutes in precise register at 2540 dpi and supports up to 300 lpi and FM
screening. The press design which features Zero Transfer Printing
technology, results in consistent quality, an exceptionally fast make-ready time
and reliable handling across a wide range of substrates. The 52DI has a maximum
operating speed of 10,000 full size sheets per hour which is the equivalent of
20,000 letter-sized sheets.
Presstek 34DI® Press
The
Presstek 34DI is a portrait format 34cm direct imaging press with a maximum
sheet size of 13.39” x 18.11” and a maximum image area of 12.99” x
17.22”. This press is highly automated and designed to deliver
superior economics, faster turnaround times, require lower skilled operators and
reduced paper waste. The Presstek 34DI images all four chemistry-free
printing plates on press in 4.5 minutes in precise register at 2540 dpi and
supports up to 300 lpi and FM screening. The press’ design using Zero
Transfer Printing technology, results in consistent quality, an exceptionally
fast make-ready time and reliable handling across a wide range of substrates.
The 34DI has a maximum operating speed of 7,000 full size sheets per hour which
is the equivalent of 14,000 letter-sized sheets. The 34DI is available as the
34DI-X, a high productivity model and the 34DI-E an entry-level
configuration.
DI® Plates
ProFire® Digital
Media
ProFire
Digital Media is designed to work as a system with the laser imaging and press
components of ProFire® and
ProFire® Excel
enabled DI presses (such as the Presstek 34 and 52DI). ProFire® Digital
Media for DI® presses
is rated for 20,000 impressions. It is manufactured with an ink-accepting
polyester base layer, a middle layer of titanium, and a top layer of silicone.
During imaging, the heat from lasers removes the top two layers of the plate,
exposing the ink receptive polyester layer. Areas that remain covered with the
top layer of silicone will repel the ink. The imaging process is a highly
consistent, heat sensitive, physical reaction without the variables of exposure
and chemistry. The result is sharper and better-defined details and halftone
dots.
PearlDry
Plus
Formulated
in a similar fashion as ProFire® Digital
media, PearlDry Plus is designed to work in conjunction with previous generation
DI®
presses. In conjunction with Presstek DI imaging PearlDry Plus allows presses to
produce a high resolution, 21 micron spot and supports print quality up to
200-line screen. For DI applications PearlDry Plus is delivered in
polyester-based spools. PearlDry Plus is rated for 20,000
impressions.
PearlDry
PearlDry
is used for direct-to-press applications that require an aluminum-backed plate
such as the 74Karat press manufactured by Koenig and Bauer (“KBA”) of
Germany. The plate uses a specially formulated silicone material that
is coated over the metalized infrared absorbing layer that is then bonded to an
aluminum base.
CTP
Products
Dimension
Excel
The
Dimension Excel series of platesetters are CTP imaging devices that are
engineered to image our chemistry-free Anthem Pro thermal plates in an A3
(2-page), or A2 (4-page) format size. The Dimension Excel is
available in both standard (Dimension225 and 425) and automated (Dimension250-AL
and 450-AL) configurations. Standard models offer operator attended throughput
of up to 11 plates per hour, while automated models provide an operating speed
of up to 17 plates an hour without any operator intervention.
Dimension800
The
Dimension800 is a CTP platesetter that images our Anthem Pro thermal plates in
an A1 (8-page) or smaller format size. Utilizing Presstek’s ProFire® imaging
technology for chemistry-free operation, this is one of the most compact and
efficient eight-page platesetters available in the market.
Vector
TX52
The
Vector TX52 platesetter is a CTP imaging system that is engineered to image our
chemistry-free Freedom thermal plates. The Vector TX52 is a two-page
(52 cm and under) metal CTP system that utilizes our SureFire laser imaging
technology. The Vector TX52 can produce 15 landscape or 20 portrait press ready
plates per hour.
The Digital
PlateMaster
Digital
PlateMaster (DPM) is an easy-to-use platesetter that is equipped with an
integrated Harlequin RIP and uses conventional polyester-based plates. The DPM
is designed for use with small-format portrait presses. The internal plate
processor and daylight-loading materials cassette help facilitate plate
production. The DPM also supports paper-based printing plates.
CTP
Plates
Anthem
Pro
Anthem
Pro delivers improved print performance with the addition of Presstek's
exclusive PRO graining technology. Anthem Pro plates for Dimension CTP systems
feature our patented polymer-ceramic technology and combine ablative imaging and
chemistry-free cleaning (a simple water wash) with run lengths of up to 100,000
impressions. The Anthem Pro plate runs with a wide range of fountain
chemistry and inks.
Freedom
The
Freedom plate operates in conjunction with Presstek’s Vector TX52 CTP solution.
Like our Anthem Pro plate, Freedom requires only a simple wash with water before
printing. The unique surface structure of the plate results in a fast
makeready and greater ink/water latitude. In addition, Freedom plates
accommodate a wide range of industry standard inks and fountain
solutions. Freedom plates deliver the performance characteristics and
stability of conventional aluminum printing plates.
Aurora
Pro
Aurora
Pro is Presstek’s first chemistry-free CTP thermal plate designed to operate
with thermal CTP systems from other manufacturers. This further
extends the opportunity for printers to leverage innovative Presstek
chemistry-free technology with their existing installed base of CTP systems,
eliminating the need to purchase, store and dispose of toxic
chemicals.
Workflow
Products
Presstek Momentum
RIP
Momentum
RIP is designed to drive Presstek CTP and DI® systems
as well as ABDick branded CTP systems. Momentum comes complete with input and
output mechanisms that allow flexibility for controlling jobs. Momentum is based
on Harlequin RIP technology.
Presstek Momentum Pro
Integrated PDF Workflow Solution
Presstek
Momentum Pro is a fully integrated workflow and RIP. Building on Momentum RIP
technology, the Momentum Pro workflow is designed to streamline and automate the
production process using Certified PDF tools. The workflow can be used as a
centralized PDF creation and preflight system, ensuring consistent output to
multiple devices. Momentum Pro is a simple, easy-to-use and affordable PDF
workflow solution for small to mid-size printers.
Presstek Momentum Pro
Workflow and Press-sense Suite
The
Press-sense suite adds to Momentum Pro a Web storefront that manages and
automates the entire operation. Press-sense iWayTM and
Press-sense Manager™ are a complete Business Flow Automation, workflow and
tracking system that seamlessly integrates the entire process from a request for
a quote all the way through to delivery and billing in one, out-of-the-box
solution.
Lasertel
Diode Products
The
graphic arts industry continues to demand a high degree of speed, imaging
resolution and accuracy without increasing costs. Our high-powered
laser diodes are designed to achieve greater imaging power, uniformity and
reliability with a low unit cost for the diode array. Writing speed
and accuracy are increased, without increasing space and costs, by combining
four fiber channels into a single optical module. These diodes,
manufactured at our Lasertel subsidiary, also incorporate a number of packaging
innovations that reduce the size of the device and facilitate incorporation into
the ProFire Excel imaging module. In addition to manufacturing
Presstek products, Lasertel also manufactures products for third-party customers
in the industrial, medical, defense and telecommunications sectors.
Competition
The
markets for our products are characterized by evolving industry standards and
business models, rapid software and hardware technology developments and
frequent new product introductions. Our future success will depend on our
ability to enhance our existing products, introduce new products in a timely and
cost-effective manner, meet changing customer needs, extend our core technology
into new applications, and anticipate and respond to emerging standards,
business models and other technological changes.
We
believe that our patented technologies, other intellectual property, thermal
plate manufacturing facilities, strategic alliances, distribution network and
knowledge of the marketplace puts us in a strong position to compete in today’s
market. However, several other companies address markets in which our
products are used and have products that are competitive.
Most of
the companies marketing competitive products, or with the potential to do so,
are well established, have substantially greater financial, marketing and
distribution resources than Presstek and its subsidiaries, and have established
records in the development, sale and servicing of products. There can
be no assurance that Presstek, Lasertel, or any of our products or any products
incorporating our technology, will be able to compete successfully in the
future.
DI®
Presses
Potential
competition for DI® presses
comes from several areas including manufacturers of high-end electrophotographic
technology and manufacturers of conventional offset printing
presses.
Manufacturers
of high-end electrophotographic technology include, among others, Canon Inc.,
Hewlett Packard Company, Ricoh, Kodak, and Xerox. These
electrophotographic imaging systems use either liquid or dry toners to create
one to four (or more) color images on paper and typically offer resolutions of
between 400 and 1200 dots per inch. These technologies are generally
best suited for ultra-short runs of less than 250 copies or for printing
variable data.
Manufacturers
of conventional offset printing presses include Heidelberg, KBA, Sakurai, Ryobi,
MAN, and others. The level of automation on new presses is improving and when
combined with an automated CTP system an effective workflow can be established.
We believe that conventional offset is best suited for production runs of 10,000
or longer. The quality of print from a conventional offset press will depend on
the skill of the operator as well as the process the print establishment uses to
deliver the plate to the press.
DaiNippon
Screen Mfg., Ltd., known as Screen, offers the TruePress 344 press. This press
is an A3 four color digital offset press that prints up to 7,000 impressions per
hour and with a conventional wet offset process.
The
Presstek 34DI also competes against the Ryobi 3404DI® for end
user sales. Ryobi is an OEM partner of Presstek’s and the Ryobi 3404DI uses
Presstek’s imaging technology, printing plates and press design.
VIM
Technologies Ltd., an Israeli based company, has announced a competitive plate
for certain DI® presses
In February of 2008 Presstek filed a Complaint with the International Trade
Commission (ITC) against VIM for infringement of Presstek’s patent and trademark
rights. Kodak is also marketing a competitive plate product as an
alternative to Presstek’s PearlDry and PearlDry Plus for certain digital offset
presses. As further discussed below, Presstek has initiated patent
infringement actions against Fuji Photo Film Corporation, Ltd.
(“Fuji”), and Creo, Inc. (“Creo”), which was subsequently acquired by
Kodak, in the Federal Republic of Germany and the United States,
respectively.
These
competitive plates could have an impact on Presstek’s revenue. They
could also lead to downward pricing pressure on our full line of spooled
consumable products, which could have a material adverse effect on our business,
results of operations and financial condition.
Computer-to-Plate
Most of
the major companies in the industry have developed off-press CTP imaging
systems. Potential competitors in this area include, among others,
Agfa, Kodak, DaiNippon Screen Mfg., Ltd., Fuji, and Heidelberg, combinations of
these companies, and other smaller or lesser-known companies. Many of
these devices utilize printing plates that require a post-imaging photochemical
developing step and/or other post processing steps such as heat
treatment.
We are
seeing competition from printing plate companies that manufacture, or have the
potential to manufacture, digital thermal plates. Such companies
include, among others, Agfa, Kodak, and Fuji. Some companies,
including Agfa, Kodak, and Fuji, have announced or released plates that
reportedly eliminate the need for post image chemical processing.
Products
incorporating our technologies can also be expected to face competition from
products using conventional methods of creating and printing plates and
producing printed product. While these methods are considered to be
more costly, less efficient and not as environmentally conscious as those we
implement, they do offer their users the ability to continue to employ their
existing means of print and plate production. Companies offering
these more traditional means and methods are also refining these technologies to
make them more acceptable to the market.
Supplies
The broad
portfolio of equipment, supplies, and service added to our portfolio through the
acquisition of the ABDick business has several competitors. In
addition to those mentioned above, competitors include for Prepress: ECRM and
RIPit; for Press: Ryobi, Hamada, Xerox, Canon, Ricoh and HP; for Service: GBC,
Kodak, Service On Demand and some independent providers; for Dealers: xpedx,
Pitman and Enovation.
Lasertel
Lasertel’s
products can also be expected to face competition from a number of companies
marketing competitive, high-powered laser diode products such as Coherent Inc.
and JDS Uniphase Corporation.
Patents, Trademarks and
Proprietary Rights
Our
general policy has been to seek patent protection for those inventions and
improvements likely to be incorporated into our products and services or where
proprietary rights will improve our competitive position. As of
December 29, 2007, our worldwide patent portfolio included over 500
patents. We believe these patents, which expire from 2008 through
2025, are material in the aggregate to our business. We have applied
for and are pursuing applications for 9 additional U.S. patents and 26 foreign
patents. We have registered, or applied to register, certain
trademarks in the U.S. and other countries, including Presstek, DI®,
Dimension, ProFire®, Anthem,
Applause and PearlDry. We anticipate that we will apply for additional patents,
trademarks, and copyrights, as deemed appropriate.
In
addition to the Presstek patents indicated, there is currently one U.S. patent
assigned to Precision, which will expire in 2017 and one active patent assigned
to Lasertel, which will expire in 2012.
In
September 2003, we filed an action against Fuji, in the District Court of
Mannheim, Germany for patent infringement. In this action, we allege
that Fuji has manufactured and distributed a product that violates a Presstek
European Patent. We are seeking an order from the court that Fuji refrain from
offering the infringing product for sale, from using the infringing material or
introducing it for the named purposes, and from possessing such infringing
material. A trial on the matter was held in November 2004 and March
2005, and we are currently in discussions with Fuji to resolve this
action.
In March
2005, we filed an action against Creo, Inc. (subsequently acquired by Kodak) in
the U.S. District for the District of New Hampshire for patent
infringement. In this action, we allege that Creo has manufactured
and distributed a product that violates a Presstek U.S. Patent. We
are seeking an order from the court holding that Creo has infringed the patent,
permanently enjoining Kodak from infringing, inducing others to infringe or
contributing to the infringement of the Patent, and seeking damages from Creo
for the infringement.
In
February 2008, we filed a complaint with the International Trade Commission
(ITC) against Israeli printing plate manufacturer VIM Technologies, Ltd. and its
manufacturing partner Hanita Coatings RCA, Ltd. for infringement of certain of
our patent and trademark rights. Presstek also sued three U.S. based
distributors of VIM products: Guaranteed Service & Supplies, Inc., Ohio
Graphco Inc., and Recognition Systems Inc., as well as one Canadian based
distributor, AteCe Canada. Presstek is seeking, among other things,
an order from the ITC forbidding the importation and sale of the VIM printing
plates in the United States; such an order would be enforced at all U.S. borders
by the U.S. Customs Service. In March of 2008 Presstek was notified by the ITC
that it was instituting an investigation related to the complaint. In April 2008
we filed a complaint against VIM Technologies, Ltd. in German courts for patent
infringement.
We intend
to rely on proprietary know-how and to employ various methods to protect our
source code, concepts, trade secrets, ideas and documentation of our proprietary
software and laser diode technology. However, such methods may not
afford complete protection and there can be no assurance that others will not
independently develop such know-how or obtain access to our know-how, software
codes, concepts, trade secrets, ideas, and documentation.
Research and
Development
Research
and development expenses related to our continued development of products
incorporating DI® and CTP
technologies, including our semiconductor laser diodes, were $6.2 million, $6.4
million and $7.3 million in fiscal 2007, fiscal 2006 and fiscal 2005,
respectively. These research and development expenditures are
primarily related to the Presstek segment.
Backlog
Employees
At
December 29, 2007, we had 712 employees worldwide. Of these, 34 are
engaged primarily in engineering, research and development; 152 are engaged in
sales and marketing, 263 are engaged in service and customer support, 182 are
engaged primarily in manufacturing, manufacturing engineering and quality
control; and 81 are engaged primarily in corporate management, administration
and finance.
Investor
Information
Financial
and other information about us is available on our website, www.presstek.com. We make
available, free of charge on our website, our Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to
those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act as soon as reasonably practicable after we electronically file such
material with, or furnish it to, the SEC.
Glossary
Set forth
below is a glossary of certain terms used in this report:
A1
(8-page)
|
a
printing term referring to a standard paper size capable of printing eight
8.5” x 11” pages on a sheet of paper
|
|
|
A2
(4-page)
|
a
printing term referring to a standard paper size capable of printing four
8.5” x 11” pages on a sheet of paper
|
|
|
A3/B3
(2-page)
|
a
printing term referring to a standard paper size capable of printing two
8.5” x 11” pages on a sheet of paper
|
|
|
Ablation
|
a
controlled detachment/vaporization caused by a thermal event, this process
is used during the imaging of Presstek’s PEARL and Anthem Pro
consumables
|
|
|
Anthem
Pro
|
Presstek’s
line of wet offset digital plates with a unique polymer-ceramic
construction
|
|
|
Computer-to-plate
(CTP)
|
a
general term referring to the exposure of lithographic plate material from
a digital database, off-press
|
|
|
Creo,
Inc.
|
A
company acquired by Kodak
|
|
|
Direct
Imaging (DI®)
|
Presstek’s
registered trademark for digital imaging systems that allow image carriers
(film and plates) to be imaged from a digital database, on and
off-press
|
|
|
Dimension
|
Presstek’s
product line of CTP off-press plate making equipment
|
|
|
Dots
per inch (dpi)
|
a
measurement of the resolving power or the addressability of an imaging
device
|
|
|
Heidelberg
|
Heidelberger
Druckmaschinen AG, one of the world’s largest printing press
manufacturers, headquartered in Heidelberg, Germany
|
|
|
Infrared
|
light
lying outside of the visible spectrum beyond its red-end, characterized by
longer wavelengths; used in our thermal imaging process
|
|
|
KBA
|
Koenig
& Bauer, AG, one of the world’s largest printing press manufacturers,
headquartered in Wurzburg, Germany
|
|
|
Kodak
|
Eastman
Kodak Company, a leading supplier of digital, conventional and business
solutions for the graphic arts industry, headquartered in Rochester, New
York
|
|
|
Lithography
|
printing
from a single plane surface under the principle that the image area
carries ink and the non-image area does not, and that ink and water do not
mix
|
|
|
Off-press
|
making
a printing plate from either an analog or digital source independent of
the press on which it will be used
|
|
|
On-press
|
the
use of Presstek’s direct imaging technologies to make a plate directly
from a digital file on the press
|
|
|
PEARL
|
the
name associated with Presstek’s first generation laser imaging
technologies and related products and consumables
|
|
|
ProFire
and ProFire Excel
imaging
systems
|
the
Presstek components required to convert a conventional printing press into
a direct imaging press, including laser diode arrays, computers,
electronics
|
|
|
Platemaking
|
the
process of applying a printable image to a printing
plate
|
|
|
Prepress
|
graphic
arts operations and methodologies that occur prior to the printing
process; typically these include photography, scanning, image assembly,
color correction, exposure of image carriers (film and/or plate), proofing
and processing
|
|
|
Quickmaster
DI (QMDI)
|
the
second generation of direct imaging, waterless presses, highly automated
with roll-fed PearlDry Plus plate material, a joint development effort
between Heidelberg and Presstek
|
|
|
Ryobi
|
Ryobi
Limited of Japan, a printing press manufacturer headquartered in
Japan
|
|
|
Ryobi
3404DI
|
an
A3 format size four-color sheetfed press, incorporating Presstek’s dual
plate cylinder concept and PearlDry Plus spooled plates, a joint
development effort between Ryobi and Presstek
|
|
|
Semiconductor
laser diode
|
a
high-powered, infrared imaging technology employed in the DI®
imaging systems
|
|
|
Short-run
markets/printing
|
a
graphic arts classification used to denote an emerging growth market for
lower print quantities. InfoTrends, Inc. has examined the market to better
understand which run lengths are increasing and which are decreasing. The
findings: run lengths above 10,000 sheets are clearly in decline. Run
lengths between 5,000 and 9,999 are essentially stable with a slight
increase. Run lengths below 5,000 show significant increases, especially
in the range of 500 – 999 sheets.
|
|
|
Thermal
|
a
method of digitally exposing a material via the heat generated from a
laser beam
|
|
|
Vacuum
deposition process
|
a
technology to accurately, uniformly coat substrates in a controlled
environment
|
|
|
Waterless
|
a
lithographic printing method that uses dry offset printing plates and inks
and does not require a dampening
system
|
Certain
of the statements contained in this report (other than the historical financial
data and other statements of historical fact), including, without limitation,
statements as to management’s expectations and beliefs, are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Words such as
“believe(s),” “should,” “plan,” “expect(s),” “project(s),” “anticipate(s),”
“may,” “likely,” “potential,” “opportunity” and similar expressions identify
forward-looking statements. Forward-looking statements are made based
upon management’s good faith expectations and beliefs concerning future
developments and their potential effect upon the Company. There can
be no assurance that future developments will be in accordance with such
expectations or that the effect of future developments on the Company will be
those anticipated by management. Many important factors could cause actual
results to differ materially from management’s expectations,
including:
Such
forward-looking statements involve a number of known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking
statements. Such factors that could cause or contribute to such
differences include those discussed below, as well as those discussed elsewhere
in this report. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date, the statements were
made and readers are advised to consider such forward-looking statements in
light of the risks set forth below. Presstek undertakes no obligation
to update any forward-looking statements contained in this Annual Report on Form
10-K.
Significant
factors that could cause actual results to differ materially from management’s
expectations or otherwise impact the Company’s financial condition or results of
operations include, without limitation, the following:
We
are substantially dependent on our strategic alliances, as well as our
manufacturing and distribution relationships to develop and grow our
business. The loss or failure of one or more of our strategic
partners could significantly harm our business.
Our
business strategy to date has included entering into strategic alliances with
major companies in the graphic arts industry and other markets. The
implementation of this strategy has included, among other things, licensing our
intellectual property, developing specialized products based on our proprietary
technologies and manufacturing imaging systems for inclusion in other
manufacturers’ products. Our strategy has also involved identifying
strategic manufacturing and distribution partners to aid in developing new
market channels for our products. This strategy led to the
development of our relationship with our strategic partners. We are
dependent on many of these partners for future sales of both existing and
planned products. This means that the timetable for finalizing
development, commercialization and distribution of both existing and planned
products is dependent upon the needs and circumstances of our strategic
partners. We have experienced and will continue to experience
technical difficulties from time to time, which may prevent us from meeting
certain production and distribution targets. Any delay in meeting
production and distribution targets with our strategic partners may harm our
relationships with them and may cause them to terminate their relationship with
us. Our strategic partners may not develop markets for our products
at the pace or in the manner we expect, which may have an adverse effect on our
business. They may also terminate their relationships with us for
circumstances beyond our control, including factors unique to their businesses
or their business decisions. In addition, we may mutually agree with
one or more of our partners to terminate our relationship with them for a
variety of reasons. We cannot assure you that the termination of any
of our other relationships with our strategic partners will not have an adverse
impact on our business in the future.
We are
also unable to control factors related to the businesses of our strategic
partners. There can be no assurance that similar events will not
occur with our strategic partners.
Though we
take precautions designed to achieve success, given the uncertainties
surrounding many of our strategic partners, there can be no assurance that our
existing strategic relationships will prove successful. There can
also be no assurance that our existing relationships with any of our strategic,
manufacturing or distribution partners will be successful. The loss
of principal customers or strategic partners could have a materially adverse
effect on our business, results of operations and financial
condition.
While we
continue to explore possibilities for additional strategic relationships and
alliances, there can be no assurance we will be successful in this
regard. Our failure to develop new relationships and alliances could
have a significant adverse effect on our business.
If
we are unable to manage acquisitions successfully it could harm our financial
results, business and prospects.
As part
of our business strategy, we may expand our business through the acquisition of
other businesses. We will need to integrate acquired businesses with
our existing operations. We cannot assure you that we will
effectively assimilate the business or product offerings of acquired companies
into our business or product offerings. Integrating the operations and personnel
of acquired companies into our existing operations may result in difficulties
and expense, disrupt our business or divert management’s time and
attention. If we are unable to successfully integrate future
acquisitions, it could adversely impact our competitiveness and profitability.
Acquisitions involve numerous other risks, including potential exposure to
unknown liabilities of acquired companies and the possible loss of key employees
and customers of the acquired business. In connection with
acquisitions or joint venture investments outside the U.S., we may enter into
derivative contracts to purchase foreign currency in order to hedge against the
risk of foreign currency fluctuations in connection with such acquisitions or
joint venture investments, which subjects us to the risk of foreign currency
fluctuations associated with such derivative contracts.
Our
growth strategy may include the licensing or acquisition of technologies, which
entail a number of risks.
As part
of our strategy to grow our business, we may license technologies from third
parties. We may not be successful in integrating the acquired
technology into our existing business to achieve the desired
results.
Our
lengthy and variable sales cycle makes it difficult for us to predict when or if
sales will occur and therefore we may experience an unplanned shortfall in
revenues.
Many of
our products have a lengthy and unpredictable sales cycle that contributes to
the uncertainty of our operating results. Customers view the purchase
of our products as a significant capital outlay and, therefore, a strategic
decision. As a result, customers generally evaluate these products
and determine their impact on existing infrastructure over a lengthy period of
time. The sale of our products may be subject to delays if the
customer has lengthy internal budgeting, approval and evaluation
processes. We may incur significant selling and marketing expenses
during a customer’s evaluation period. If revenues anticipated during
a particular period are not realized or are delayed, we may experience a
shortfall in anticipated revenues, which could have an adverse effect on our
business, results of operations and financial condition.
We
may not be able to increase revenues if we do not expand our sales and
distribution channels. We face risks associated with our efforts to
expand into international markets.
We intend
to expand our global sales operations and enter additional international
markets, in order to increase market awareness and acceptance of our line of
products and generate increased revenues, which will require significant
management attention and financial resources. International sales are
subject to a variety of risks, including difficulties in establishing and
managing international distribution channels, in serving and supporting products
sold outside the United States and in translating products and related materials
into foreign languages. International operations are also subject to
difficulties in collecting accounts receivable, staffing and managing personnel
and enforcing intellectual property rights. Other factors that can
adversely affect international operations include fluctuations in the value of
foreign currencies and currency exchange rates, changes in import/export duties
and quotas, introduction of tariff or non-tariff barriers and economic or
political changes in international markets.
If
our international sales increase, our revenues may also be affected to a greater
extent by seasonal fluctuations resulting from lower levels of sales that
typically occur during the summer months in Europe and other parts of the
world. There can be no assurance that these factors will not have a
adverse effect on our business, results of operations and financial
condition.
We
have experienced losses in the past, could incur substantial losses in the
future, and may not be able to maintain profitability.
We
incurred substantial net losses from continuing operations in the fiscal year
ended December 29, 2007, at which date we had an accumulated deficit of $10.4
million. We may need to generate significant increases in revenues to
generate profits, and we may not be able to do so. If our revenues
grow more slowly than we anticipate, or if our operating expenses increase more
than we expect or cannot be reduced in the event of lower revenues, our business
will be adversely affected. Even if we maintain profitability in the
future on a quarterly or annual basis, we may not be able to sustain or increase
such profitability year to year. In October 2007, we announced a
business improvement plan designed to create greater efficiencies, productivity
enhancements, reductions in of operating expenses, and optimization of
resources. We may not achieve the benefits of this program as rapidly
or to the full extent anticipated by management due unexpected delays or greater
than anticipated costs or adjustments in the implementation of the
program.
Our
quarterly revenues and operating results are likely to fluctuate
significantly.
Our
quarterly revenues and operating results are sometimes difficult to predict,
have varied in the past, and are likely to fluctuate significantly in the
future. We typically realize a significant percentage of our revenues
for a fiscal quarter in the third month of the quarter. Accordingly,
our quarterly results may be difficult to predict prior to the end of the
quarter. Any inability to obtain sufficient orders or to fulfill
shipments in the period immediately preceding the end of any particular quarter
may cause the results for that quarter to fail to meet our revenue
targets. In addition, we base our current and future expense levels
in part on our estimates of future revenues. Our expenses are largely
fixed in the short-term and we may not be able to adjust our spending quickly if
our revenues fall short of our expectations. Accordingly, a revenue
shortfall in a particular quarter would have an adverse effect on our operating
results for that quarter. In addition, our quarterly operating
results may fluctuate for many reasons, including, without
limitation:
·
|
a
long and unpredictable sales cycle;
|
·
|
changes
in demand for our products and consumables, including seasonal
differences; and
|
·
|
changes
in the mix of our products and
consumables.
|
We
are dependent on third party suppliers for critical components and our inability
to maintain an adequate supply of advanced laser diodes and other critical
components could adversely affect us.
We are
dependent on third-party suppliers for critical components and our increased
demand for these components may strain the ability of our third-party suppliers
to deliver such critical components in a timely manner. For example,
we have a requirement for advanced technology laser diodes for use in products
incorporating our DI®
technology. Although we have established our subsidiary, Lasertel, to
help us meet our demand for laser diodes, we are still dependent on other
third-party manufacturers to supply us with other necessary
components. If we are unable for any reason to secure an
uninterrupted source of other critical components at prices acceptable to us,
our operations could be materially adversely affected. We cannot be
certain that Lasertel will be able to manufacture advanced laser diodes in
quantities that will fulfill our future needs, or with manufacturing volumes or
yields that will make our operation cost effective. There can be no assurance
that we will be able to obtain alternative suppliers for our laser diodes or
other critical components should our current supply channels prove
inadequate.
Our
manufacturing capabilities may be insufficient to meet the demand for our
products.
If demand
for our products grows beyond our expectations, our current manufacturing
capabilities may be insufficient to meet this demand, resulting in production
delays and a failure to deliver products in a timely fashion. We may be forced
to seek alternative manufacturers for our products. There can be no
assurance that we will successfully be able to do so. As we introduce
new products, we may face production and manufacturing delays due to technical
and other unforeseen problems. Any manufacturing delay could have a
material adverse effect on our business, the success of any product affected by
the delay, and our revenue, and may harm our relationships with our strategic
partners.
In
addition, many of our manufacturing processes are extremely sophisticated and
demand specific environmental conditions. Though we take precautions
to avoid interruptions in manufacturing and to ensure that the products that are
manufactured meet our exacting performance standards, our yields may be affected
by difficulties in our manufacturing processes. If such an affect
occurred, it could increase manufacturing costs, detrimentally affecting
margins, or cause a delay in the finishing and shipping of
products. Any manufacturing delay could have a material adverse
effect on our business, the success of any product affected by the delay, and
our revenue, and may harm our relationships with our strategic
partners.
New
products that incorporate our technology may not be commercially successful and
may not gain market acceptance.
Achieving
market acceptance for any products incorporating our technology requires
substantial marketing and distribution efforts and expenditure of significant
sums of money and allocation of significant resources, either by us, our
strategic partners or both. We may not have sufficient resources to
do so. Additionally, there can be no assurance that our existing and
newer product offerings such as DI® 34 and
DI®
52 presses, Anthem, and Auora Pro plates, and Dimension 400 800, and Vector TX
52 platesetters will maintain/achieve widespread market acceptance or that any
of our other current products or any future products that we may develop or any
future products produced by others that incorporate our technologies will
achieve market acceptance or become commercially successful. There
can be no assurance that these presses, or our other products, will achieve
market acceptance. In addition, if our new product offerings do not
achieve anticipated market acceptance, we may not achieve anticipated
revenue.
New
products that incorporate our technology may result in substantial support costs
and warranty expenditures.
Introducing
new products carries substantial risk. While we do extensive testing
on our new products before introducing them to our customers, no amount of
testing can replace or approximate actual field conditions at our customer
locations. As a result, when we introduce new products we can incur
increased expenditures in ensuring that the new product meets and performs in
accordance with its specifications. We cannot, however, always
estimate precisely the expected costs that may arise out of new product
installations. There can be no assurance that we will not incur
increased warranty, support and other costs associated with new product
introductions in the future. In addition, the occurrence of these
expenditures may have a material adverse effect on our business, results of
operations and financial condition.
If
the United States and global economies slow down or other difficult market
conditions prevail, the demand for our products could decrease and our business,
results of operations and financial condition may be materially adversely
affected.
The
demand for our products is dependent upon various factors, many of which are
beyond our control, such as interest rates, availability of credit, inflation
rates, economic uncertainty, changes in laws (including laws relating to
taxation), trade barriers, commodity prices, currency exchange rates and
controls and national and international political circumstances (including wars,
terrorist acts or security operations). For example, general economic
conditions affect or delay the overall capital spending by businesses and
consumers, particularly for capital equipment such as presses. An
economic slowdown in the U.S. and abroad or the prevalence of other difficult
market conditions could
result in a decrease in spending and spending projections on capital equipment
that could impact the demand for our products or have other material adverse
effects on our business, results of operations and financial
condition.
Management
has identified material weaknesses in internal control over financial reporting,
and concluded that these controls and our disclosure controls and procedures
were not effective at December 29, 2007. If we fail to establish and
maintain an effective system of internal and disclosure controls, we may not be
able to accurately report our financial results or prevent fraud. As
a result, investors may lose confidence in our financial reporting and
disclosures.
The
Sarbanes-Oxley Act of 2002 and SEC rules require that management report annually
on the effectiveness of our internal control over financial
reporting. Among other things, management must conduct an assessment
of our internal control over financial reporting to allow management to report
on, and our independent registered public accounting firm to audit, our
assessment of our internal control over financial reporting, as required by
Section 404 of the Sarbanes-Oxley Act. A “significant deficiency” is
defined as “a deficiency, or a combination of deficiencies, in internal control
over financial reporting that is less severe than a material weakness yet
important enough to merit attention by those responsible for oversight of the
company's financial reporting.” A “material weakness” is defined as
“a deficiency, or a combination of deficiencies, in internal control over
financial reporting, such that there is a reasonable possibility that a material
misstatement of the company's annual or interim financial statements will not be
prevented or detected on a timely basis.”
Management’s
Report on Internal Control over Financial Reporting included in this Form 10-K,
concludes that as of December 29, 2007 our internal control over financial
reporting was not effective. Accordingly, as set forth in Item 9A of
this Form 10-K, our Chief Executive Officer and our Chief Financial Officer also
determined that our disclosure controls and procedures were not
effective. In addition, in the future, our continued assessment, or
the subsequent assessment by our independent registered public accounting firm,
may reveal additional deficiencies in our internal control over financial
reporting and our disclosure controls or procedures, some of which may require
disclosure in future reports.
Although
we have made and are continuing to make improvements in our internal control
over financial reporting, if we are unsuccessful in remediating the material
weaknesses impacting our internal control over financial reporting, or if we
discover other deficiencies, it may adversely impact our ability to report
accurately and in a timely manner our financial condition and results of
operations in the future, which may cause investors to lose confidence in our
financial reporting. Moreover, effective internal and disclosure
controls are necessary to produce accurate, reliable financial reports and to
detect or prevent fraud. If we continue to have deficiencies in our
internal control over financial reporting and disclosure controls and
procedures, that may negatively impact our business and operations.
The
expansion of Lasertel into areas other than the production of laser diodes for
our printing business may be unsuccessful.
Lasertel,
which was formed for the purpose of supplying us with laser diodes, has also
explored other markets for its laser technology. Lasertel has
developed laser products for the defense industry and has continued its plans to
develop laser prototypes for qualification in the medical and industrial
industries. There can be no assurance that these products or
prototypes will gain acceptance in these industries and likewise, there can be
no assurance that these products will be commercially successful.
The
failure of Lasertel to develop, commercialize or sell its products or future
products to various other industries could distract its management’s attention
and/or have an adverse impact on its financial condition or results of
operations, any of which could materially adversely affect our financial
condition. Conversely, any success that Lasertel achieves in
developing, commercializing or selling its products or future products to
various other industries could cause delays in manufacturing of the laser diodes
that it supplies to us, which could harm our business and could have an adverse
effect on our financial condition or results of operations.
Lasertel
may require additional working capital infusions from us, which may have a
material adverse effect on our business.
Lasertel
has required a significant amount of capital investment by Presstek in past
years in order to expand its manufacturing operations. Lasertel’s
capital and working capital needs may exceed our ability to provide such funds,
requiring us to borrow against our credit facilities or seek to obtain outside
financing for Lasertel’s operations. This could have a material
adverse effect on our business, results of operations and financial
condition.
Our
success is dependent on our ability to maintain and protect our proprietary
rights.
Our
future success will depend, in large part, upon our intellectual property
rights, including patents, trademarks, trade secrets, proprietary know-how,
source codes and continuing technological innovation. We have been
issued a number of U.S. and foreign patents and we intend to register for
additional patents where we deem appropriate. We also hold seven
registered trademarks and we may register additional trademarks where we deem
appropriate. There can be no assurance, however, as to the issuance
of any additional patents or trademarks or the breadth or degree of protection
that our patents, trademarks or other intellectual property may afford
us. The steps we have taken to protect our intellectual property may
not adequately prevent misappropriation or ensure that others will not develop
competitive technologies or products. Further, the laws of certain
territories in which our products are or may be developed, manufactured or sold,
may not protect our products and intellectual property rights to the same extent
as the laws of the United States.
There is
rapid technological development in the electronic image reproduction industry,
resulting in extensive patent filings and a rapid rate of issuance of new
patents. Although we believe that our technology has been
independently developed and that the products we market do not infringe the
patents or violate the proprietary rights of others, it is possible that such
infringement of existing or future patents or violation of proprietary rights
may occur.
In this
regard, third parties may in the future assert claims against us concerning our
existing products or with respect to future products under development by us. In
such event, we may be required to modify our product designs or obtain a
license. No assurance can be given that we would be able to do so in
a timely manner, upon acceptable terms and conditions or even at
all. The failure to do any of the foregoing could have a material
adverse effect on our business, results of operations and financial
condition. Furthermore, we have agreements with several of our
strategic partners which require us to indemnify the strategic partner from
claims made by third parties against them concerning our intellectual property,
and to defend the validity of the patents or otherwise ensure the technology’s
availability to the strategic partner. The costs of an
indemnification claim under any such agreement could have a material adverse
effect on our business.
We have
taken, are currently taking, and may take in the future, legal action to protect
our patent and trademark rights from infringement by others. We have
also defended actions brought against us relating to the validity of our patent
rights. In the course of pursuing or defending any of these actions
we could incur significant costs and diversion of our resources. Due
to the competitive nature of our industry, it is unlikely that we could increase
our product prices to cover such costs. There can be no assurance
that we will have the financial or other resources necessary to successfully
defend a patent infringement or proprietary rights violation
action. Moreover, we may be unable, for financial or other reasons,
to enforce our rights under any patents we may own. Such litigation
is costly and is subject to uncertain results that could have a material effect
on our business, results of operations and financial condition.
We also
rely on proprietary know-how and employ various methods to protect the source
codes, concepts, trade secrets, ideas and documentation relating to our
proprietary software and laser diode technology. However, such
methods may not afford complete protection and there can be no assurance that
others will not independently develop such know-how or obtain access to our
know-how or software codes, concepts, trade secrets, ideas and
documentation. Although we have and expect to have confidentiality
agreements with our employees and appropriate vendors, there can be no
assurance, however, that such arrangements will adequately protect our trade
secrets and proprietary know-how.
We
use hazardous materials in the production of many of our products at our various
manufacturing facilities.
As a
manufacturing company, we are subject to environmental, health and safety laws
and regulations, including those governing the use of hazardous
materials. The cost of compliance with environmental, health and
safety regulations is substantial. Some of our business activities
involve the controlled use of hazardous materials and we cannot eliminate the
risk or potential liability of accidental contamination, release or injury from
these materials. In the event of an accident or environmental
discharge, we may be held liable for any resulting damages, which may exceed our
financial resources and the limits of any insurance coverage, and our production
of plates could be delayed indefinitely, either of which could materially harm
our business, financial condition and results of operations.
We
face competition in the sale of our products.
We
compete with manufacturers of conventional presses and products utilizing
existing plate-making technology, as well as presses and other products
utilizing new technologies, including other types of direct-to-plate solutions
such as companies that employ electrophotography as their imaging
technology. Canon Inc., Hewlett Packard Company, Kodak and Xerox
Corporation are companies that have introduced color electrophotographic copier
products. Various companies are marketing product versions
manufactured by these companies.
We also
compete with stand-alone computer-to-plate imaging devices for single and
multi-color applications. Most of the major corporations in the
graphic arts industry have developed and are marketing off press
computer-to-plate imaging systems. To date, devices manufactured by
our competitors, for the most part, utilize printing plates that require a post
imaging photochemical developing step, and in some cases, also require a heating
process. Competitors in this area include, among others, Agfa Gevaert
N.V., Dai Nippon Screen Manufacturing Ltd., Heidelberg and Kodak.
We also
have competition from plate manufacturing companies that manufacture printing
plates, including digital thermal plates. These companies include
Agfa Gevaert N.V., Kodak and Fuji. The introduction of a
competitive plate could reduce the revenue generated by Presstek under its
relationship with strategic partners and could have a material adverse effect on
our business, results of operations and financial condition.
Products
incorporating our technologies can also be expected to face competition from
conventional methods of printing and creating printing plates. Most
of the companies marketing competitive products, or with the potential to do so,
are well established, have substantially greater financial, marketing and
distribution resources than us and have established reputations for success in
the development, sale and service of products. There can be no
assurance that we will be able to compete successfully in the
future.
While we
believe we have strong intellectual property protection covering many of our
technologies, there is no assurance that the breadth or degree of such
protection will be sufficient to prohibit or otherwise delay the introduction of
competitive products or technologies. The introduction of competitive
products and technologies may have a material adverse effect on our business,
results of operations and financial condition.
We
may not be able to adequately respond to changes in technology affecting the
printing industry.
Our
continuing product development efforts have focused on refining and improving
the performance of our PEARL and DI®
technology and our consumables and we anticipate that we will continue to focus
such efforts. The printing and publishing industry has been
characterized in recent years by rapid and significant technological changes and
frequent new product introductions. Current competitors or new market
entrants could introduce new or enhanced products with features, which render
our technologies, or products incorporating our technologies, obsolete or less
marketable. Our future success will depend, in part, on our ability
to respond to changing technology and industry standards in a timely and
cost-effective manner. We may not be successful in effectively using
new technologies, developing new products or enhancing our existing products and
technology on a timely basis. Our new technologies or enhancements
may not achieve market acceptance. Our pursuit of new technologies may require
substantial time and expense.
We may
need to license new technologies to respond to technological change. These
licenses may not be available to us on terms that we can
accept. Finally, we may not succeed in adapting our products to new
technologies as they emerge.
Ongoing
litigation and a pending investigation by the Securities and Exchange Commission
could have an adverse impact on our business.
We are
parties to ongoing litigation, including but not limited to a purported
securities class action lawsuit. In addition, we are subject to a pending formal
investigation by the Securities and Exchange Commission (“SEC”) regarding our
announcement of preliminary financial results for the third quarter of
2006. The litigation to which we are a party, and the SEC investigation,
require management time and the expenditure of significant legal expense to
represent us in these matters. In addition, the Company faces the risk
that these matters will result in a significant judgment or penalty assessed
against the Company for which there is inadequate insurance coverage. The
result of these matters could have a material adverse effect on our business,
results of operations and financial condition.
We
have a material amount of intangible assets, such as goodwill and trademarks,
and if we are required to write-down any of these intangible assets, it would
reduce our net income, which in turn could have a material adverse effect on our
results of operations.
We have a
significant amount of intangible assets, such as goodwill and
trademarks. Under Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and
Other Intangible Assets,”, goodwill and indefinite lived intangible assets are
no longer amortized, but instead are subject to a periodic impairment
evaluation. Reductions in our net income caused by the write-down of
any of these intangible assets could materially and adversely affect our results
of operations.
Increases
in the cost of energy could affect our profitability.
We have
experienced significant increases in energy costs, and energy costs could
continue to rise, which would result in higher transportation, freight and other
operating costs. Our future operating expenses and margins will be
dependent on our ability to manage the impact of cost increases. We
cannot guarantee that we will be able to pass along increased energy costs to
our customers through increased prices.
Our
reliance upon complex information systems distributed worldwide and our reliance
upon third party global networks means we could experience interruptions to our
business services.
We depend
on information technology to enable us to operate efficiently and interface with
customers, as well as maintain financial accuracy and efficiency. If
we do not allocate, and effectively manage, the resources necessary to build and
sustain the proper technology infrastructure, we could be subject to transaction
errors, processing inefficiencies, the loss of customers, business disruptions,
or the loss of or damage to intellectual property through security
breach. As with all large systems, our information systems could be
penetrated by outside parties intent on extracting information, corrupting
information or disrupting business processes. Such unauthorized
access could disrupt our business and could result in the loss of
assets.
Changes
in accounting standards could affect our financial results.
New
accounting standards or pronouncements that may become applicable to us from
time to time, or changes in the interpretation of existing standards and
pronouncements, could have a significant effect on our reported results for the
affected periods.
The
loss or unavailability of our key personnel would have a material adverse effect
on our business.
Our
success is largely dependent on the personal efforts of our senior management
team. The loss or interruption of the services of any or all of these
individuals could have an adverse effect on our business and
prospects.
Our
success is also be dependent on our ability to hire and retain additional
qualified engineering, technical, sales, marketing and other
personnel. Competition for qualified personnel in our industry can be
intense, and there can be no assurance that we will be able to hire or retain
additional qualified personnel.
|
If
we are not current in our SEC filings, we will face several adverse
consequences.
|
For
several reporting periods in the past year, we were not current in our SEC
filings. If we are unable to remain current in our SEC filings, we will not be
able to have a registration statement under the Securities Act of 1933, covering
a public offering of securities, declared effective by the SEC, and we will not
be able to make offerings pursuant to existing registration
statements. In addition, we will not be eligible to make offerings
using a “short form” registration statement on Form S-3, and we may not be able
to conduct offerings on Form S-8 (covering employee stock plans), or pursuant to
certain “private placement” rules of the SEC under Regulation D to any
purchasers not qualifying as “accredited investors.” Finally, we may
be at risk of being delisted from the NASDAQ Global Market as a result of the
late filings. These restrictions may impair our ability to raise
capital in the public markets should we desire to do so, and to attract and
retain key employees.
Our
stock price has been and could continue to be extremely volatile.
The
market price of our common stock has been subject to significant
fluctuations. The securities markets and the Nasdaq National Market
in particular, have experienced, and are likely to experience in the future,
significant price and volume fluctuations that could adversely affect the market
price of our common stock without regard to our operating
performance. In addition, the trading price of our common stock could
be subject to significant fluctuations in response to:
·
|
actual
or anticipated variations in our quarterly operating
results;
|
·
|
significant
announcements by us or other industry
participants;
|
·
|
changes
in national or regional economic
conditions;
|
·
|
changes
in securities analysts’ estimates for us, our competitors or our industry,
or our failure to meet analysts’ expectations;
and
|
·
|
general
market conditions.
|
These
factors may materially and adversely affect our stock price, regardless of our
operating performance.
None.
The
following table summarizes our significant occupied properties:
Location
|
|
Functions
|
|
Square
footage (approximate)
|
|
Ownership
status/
lease
expiration
|
|
|
|
|
|
|
|
Hudson,
New Hampshire
|
|
Corporate
headquarters, manufacturing, research and development, marketing,
demonstration activities, administrative and customer
support
|
|
165,000
|
|
Owned
|
|
|
|
|
|
|
|
South
Hadley, Massachusetts (two buildings)
|
|
Manufacturing,
research and development, administrative support
|
|
100,000
|
|
Owned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tucson,
Arizona
|
|
Manufacturing,
research and development, administrative supports
|
|
75,000
|
|
Owned
|
|
|
|
|
|
|
|
Greenwich,
Connecticut
|
|
Executive
offices
|
|
N/A
|
|
Services
agreement expires in September 2008
|
|
|
|
|
|
|
|
Des
Plaines, Illinois
|
|
Distribution
center
|
|
127,000
|
|
Lease
expires in February 2013
|
|
|
|
|
|
|
|
Des
Plaines, Illinois
|
|
Sales,
service
|
|
10,000
|
|
Lease
expires in April 2008
|
|
|
|
|
|
|
|
Mississauga,
Ontario
|
|
Sales,
service
|
|
28,000
|
|
Lease
expires in March 2010
|
|
|
|
|
|
|
|
Heathrow,
United Kingdom
|
|
European
headquarters, sales, service
|
|
20,000
|
|
Lease
expires in November 2020, with an option to cancel in November
2010
|
|
|
|
|
|
|
|
Our
Hudson, New Hampshire facility, in its capacity as corporate headquarters, is
utilized by all of our operating segments.
Our
Presstek segment utilizes the facilities in New Hampshire, Massachusetts,
Connecticut, Illinois, Ontario and the United Kingdom. Subsequent to
December 29, 2007, the Company vacated the Ontario facility and bought out the
remainder of the lease.
Our
Lasertel segment utilizes the facilities in Arizona.
In
addition to the properties referenced above, we also lease a number of small
sales and marketing offices in the United States and
internationally. At December 29, 2007, we were productively utilizing
substantially all of the space in our facilities, with the exception of the
Massachusetts facility, of which one of the two buildings is not being fully
utilized. This building was subject to a chemical release on October
30, 2006 and has not been fully utilized subsequent to this event. In
addition, our Lasertel operation is using only a portion of its facility in
Arizona. We are currently marketing the property for sale, and would expect to
lease back the required space. We believe that our existing facilities are
adequate for our needs for at least the next twelve months.
All of
the properties we own are secured by our five-year, $80.0 million credit
facilities.
We
believe that our existing facilities are well maintained, in good operating
condition and are adequate for our current and expected future
operations.
On
October 26, 2006, the Company was served with a complaint naming the Company,
together with certain of its former executive officers, as defendants in a
purported securities class action suit filed in the United States District Court
for the District of New Hampshire. The suit claims to be brought on
behalf of purchasers of Presstek’s common stock during the period from July 27,
2006 through September 29, 2006. The complaint alleges, among other
things, that the Company and the other defendants violated Sections 10(b) and
20(a) of the Exchange Act and Rule 10b-5 promulgated there under based on
allegedly false forecasts of fiscal third quarter and annual 2006
revenues. As relief, the plaintiff seeks an unspecified amount of
monetary damages, but makes no allegation as to losses incurred by any purported
class member other than himself, court costs and attorneys’ fees. The
Company believes the allegations are without merit and intends to continue to
vigorously defend against them.
In March
2005, we filed an action against Creo, Inc. (subsequently acquired by Kodak) in
the U.S. District for the District of New Hampshire for patent
infringement. In this action, we allege that Creo has distributed a
product that violates a Presstek U.S. Patent. We are seeking an order
from the court that Creo refrain from offering the infringing product for sale,
from using the infringing material or introducing it for the named purposes, or
from possessing such infringing material, and for the payment of damages
associated with the infringement. A trial is scheduled for the fall
of 2008.
In
September 2003, Presstek filed an action against Fuji Photo Film Corporation,
Ltd., in the District Court of Mannheim, Germany for patent
infringement. In this action, Presstek alleges that Fuji has
manufactured and distributed a product that violates Presstek European Patent 0
644 047 registered under number DE 694 17 129 with the German Patent and
Trademark Office. Presstek seeks an order from the court that Fuji
refrain from offering the infringing product for sale, from using the infringing
material or introducing it for the named purposes, and from possessing such
infringing material. A trial was held in November 2004 and March
2005, and we await a final determination from the Court.
In August
2007, an Arbitrator from the International Centre for Dispute Resolution issued
a partial award against the Company and in favor of Reda National Company
(“Reda”), a former Company distributor operating in the Middle
East. Reda claims that the Company breached an exclusive distributor
agreement by entering into a distribution agreement with another party covering
the same territory assigned to Reda. Reda has claimed damages
totaling approximately $9.7 million. In the partial award the
Arbitrator found that the Company had breached its agreement with Reda and found
the Company liable to Reda for arbitration costs, attorneys’ fees, and
incidental expenses incurred by Reda in connection with the
arbitration.
The
Arbitrator also ordered that a further hearing to determine additional damages,
if any, would be scheduled. The damages hearing was held in December
2007 and the parties are awaiting the findings of the Arbitrator. The
Company believes that it has meritorious defenses to Reda’s damages claim and
has vigorously contested the claim.
In
February 2008 we filed a Complaint with the International Trade Commission (ITC)
against Israeli printing plate manufacturer VIM Technologies, Ltd. and its
manufacturing partner Hanita Coatings RCA, Ltd. for infringement of Presstek’s
patent and trademark rights. Presstek also sued three U.S. based
distributors of VIM products: Guaranteed Service & Supplies, Inc., Ohio
Graphco Inc., and Recognition Systems Inc., as well as one Canadian based
distributor, AteCe Canada. Presstek is seeking, among other things,
an Order from the ITC forbidding the importation and sale of the VIM printing
plates in the United States; such an Order would be enforced at all U.S. borders
by the U.S. Customs Service. In March of 2008 Presstek was notified by the ITC
that it was instituting an investigation related to the Complaint. In April 2008
we filed a Complaint against VIM Technologies, Ltd. in German courts for patent
infringement.
On
February 4, 2008, the Company received from the U.S. Securities and Exchange
Commission (the "SEC") a formal order of investigation relating to the
previously disclosed SEC inquiry regarding the Company's announcement of
preliminary financial results for the third quarter of 2006. The
Company is cooperating fully with the SEC's investigation.
In
January 2008 the Company was served with an Administrative Complaint filed by
the U.S. Environmental Protection Agency (“EPA”). The EPA seeks to
assess penalties against the Company for alleged violations of certain
provisions of the Clean Air Act and the Comprehensive Environmental Response,
Compensation and Liability Act arising from an incident occurring at a facility
of the Company located in South Hadley, Massachusetts on October 30,
2006. The Company has recorded its best estimate of any losses
associated with this matter.
Presstek
is a party to other litigation that it considers routine and incidental to its
business however it does not expect the results of any of these actions to have
a material adverse effect on its business, results of operation or financial
condition.
Item 4. Submission of Matters to a Vote of
Security Holders
Not
applicable.
PART
II
|
Item 5. Market for Registrant’s Common
Equity, Related Stockholder Matters and Issuer Purchasers of Equity
Securities
|
Our
common stock is quoted on The NASDAQ Global Market under the symbol
“PRST”. The following table sets forth the high and low sales prices
per share of common stock for each full quarterly period within the two most
recently completed fiscal years as reported by The NASDAQ Global
Market.
|
|
High
|
|
|
Low
|
|
Fiscal
year ended December 29, 2007
|
|
|
|
|
|
|
First
quarter
|
|
$ |
6.53 |
|
|
$ |
5.47 |
|
Second
quarter
|
|
$ |
8.38 |
|
|
$ |
5.88 |
|
Third
quarter
|
|
$ |
8.70 |
|
|
$ |
6.14 |
|
Fourth
quarter
|
|
$ |
7.50 |
|
|
$ |
4.60 |
|
|
|
|
|
|
|
|
|
|
Fiscal
year ended December 30, 2006
|
|
|
|
|
|
|
|
|
First
quarter
|
|
$ |
12.72 |
|
|
$ |
8.90 |
|
Second
quarter
|
|
$ |
12.05 |
|
|
$ |
8.93 |
|
Third
quarter
|
|
$ |
10.62 |
|
|
$ |
4.83 |
|
Fourth
quarter
|
|
$ |
6.89 |
|
|
$ |
5.09 |
|
On April
23, 2008, there were 2,850 holders of record of our common stock. The
closing price of our common stock was $4.54 per share on April 23,
2008.
Dividend
Policy
To date,
we have not paid any cash dividends on our common stock. Under the
terms of our credit facilities, we are prohibited from declaring or distributing
dividends to shareholders. The payment of cash dividends in the
future is within the discretion of our Board of Directors, and will depend upon
our earnings, capital requirements, financial condition and other relevant
factors, including the current prohibition on such dividends described
above. The Board of Directors does not intend to declare any cash
dividends in the foreseeable future, but instead intends to retain all earnings,
if any, for use in our business operations.
Performance
Graph
The Stock
Performance Graph set forth below compares the cumulative total return on the
Company’s Common Stock from December 27, 2002 through December 28, 2007, with
the cumulative total return for the Nasdaq Stock Market Index and the returns of
the following two companies (the “Peer Index”) having the Printing Trades
Machinery and Equipment SIC Code; Baldwin Technology (AMEX: BLD) and Delphax
Technologies, Inc. (Nasdaq: DLPX). The comparison assumes that $100
was invested on December 27, 2002 in the Company’s Common Stock, the Nasdaq
Stock Market Index and the stock of the SIC Code Printing Trades Machinery and
Equipment Index and assumes the reinvestment of all dividends, if
any.
Item 6. Selected Financial
Data
The
selected consolidated financial data set forth below should be read in
conjunction with “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” included as Part II Item 7 of this Annual Report on
Form 10-K and our consolidated financial statements and notes thereto included
in Part II Item 8 of this Annual Report on Form 10-K. On December 28, 2006, the
Audit Committee of the Company’s Board of Directors ratified a plan submitted by
management to terminate production in South Hadley, Massachusetts of
Precision-branded analog plates used in newspaper applications. The
results of operations for the years ended December 31, 2005 and January 1, 2005
have been restated to reflect the analog newspaper business as discontinued
operations for all periods presented. The historical results provided
below are not necessarily indicative of future results.
(in
thousands, except per-share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal
year ended
|
|
|
|
December
29,
|
|
|
December
30,
|
|
|
December
31,
|
|
|
January
1,
|
|
|
January
3,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2005
(1)
|
|
|
2004
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$ |
254,843 |
|
|
$ |
265,694 |
|
|
$ |
259,134 |
|
|
$ |
121,453 |
|
|
$ |
87,232 |
|
Cost
of revenue
|
|
|
184,167 |
|
|
|
186,716 |
|
|
|
176,814 |
|
|
|
78,180 |
|
|
|
51,151 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
|
|
70,676 |
|
|
|
78,978 |
|
|
|
82,320 |
|
|
|
43,273 |
|
|
|
36,081 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research
and development
|
|
|
6,217 |
|
|
|
6,409 |
|
|
|
7,335 |
|
|
|
6,460 |
|
|
|
7,061 |
|
Sales,
marketing and customer support
|
|
|
39,870 |
|
|
|
39,970 |
|
|
|
40,241 |
|
|
|
17,574 |
|
|
|
12,272 |
|
General
and administrative
|
|
|
34,211 |
|
|
|
19,938 |
|
|
|
20,970 |
|
|
|
12,399 |
|
|
|
8,399 |
|
Amortization
of intangible assets
|
|
|
2,408 |
|
|
|
2,980 |
|
|
|
2,595 |
|
|
|
1,261 |
|
|
|
964 |
|
Restructuring
and special charges (credits)
|
|
|
2,714 |
|
|
|
5,481 |
|
|
|
874 |
|
|
|
(392 |
) |
|
|
550 |
|
Total
operating expenses
|
|
|
85,420 |
|
|
|
74,778 |
|
|
|
72,015 |
|
|
|
37,302 |
|
|
|
29,246 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income (loss)
|
|
|
(14,744 |
) |
|
|
4,200 |
|
|
|
10,305 |
|
|
|
5,971 |
|
|
|
6,835 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
income (expense), net
|
|
|
(2,424 |
) |
|
|
(1,826 |
) |
|
|
(2,220 |
) |
|
|
(870 |
) |
|
|
(167 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(loss) from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
before
income taxes
|
|
|
(17,168 |
) |
|
|
2,374 |
|
|
|
8,085 |
|
|
|
5,101 |
|
|
|
6,668 |
|
Provision
(benefit) for income taxes
|
|
|
(5,018 |
) |
|
|
(10,643 |
) |
|
|
1,164 |
|
|
|
166 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(loss) from continuing operations
|
|
|
(12,150 |
) |
|
|
13,017 |
|
|
|
6,921 |
|
|
|
4,935 |
|
|
|
6,668 |
|
Income
(loss) from discontinued operations, net of income tax
|
|
|
(54 |
) |
|
|
(3,273 |
) |
|
|
(835 |
) |
|
|
(1,070 |
) |
|
|
1,429 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
$ |
(12,204 |
) |
|
$ |
9,744 |
|
|
$ |
6,086 |
|
|
$ |
3,865 |
|
|
$ |
8,097 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
(loss) per share - basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(loss) from continuing operations
|
|
$ |
(0.34 |
) |
|
$ |
0.36 |
|
|
$ |
0.20 |
|
|
$ |
0.14 |
|
|
$ |
0.20 |
|
Income
(loss) from discontinued operations
|
|
|
(0.00 |
) |
|
|
(0.09 |
) |
|
|
(0.03 |
) |
|
|
(0.03 |
) |
|
|
0.04 |
|
|
|
$ |
(0.34 |
) |
|
$ |
0.27 |
|
|
$ |
0.17 |
|
|
$ |
0.11 |
|
|
$ |
0.24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
(loss) per share - diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(loss) from continuing operations
|
|
$ |
(0.34 |
) |
|
$ |
0.36 |
|
|
$ |
0.19 |
|
|
$ |
0.14 |
|
|
$ |
0.20 |
|
Income
(loss) from discontinued operations
|
|
|
(0.00 |
) |
|
|
(0.09 |
) |
|
|
(0.02 |
) |
|
|
(0.03 |
) |
|
|
0.04 |
|
|
|
$ |
(0.34 |
) |
|
$ |
0.27 |
|
|
$ |
0.17 |
|
|
$ |
0.11 |
|
|
$ |
0.24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
36,199 |
|
|
|
35,565 |
|
|
|
35,153 |
|
|
|
34,558 |
|
|
|
34,167 |
|
Diluted
|
|
|
36,199 |
|
|
|
35,856 |
|
|
|
35,572 |
|
|
|
35,357 |
|
|
|
34,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of
|
|
|
|
December
29,
|
|
|
December
30,
|
|
|
December
31,
|
|
|
January
1,
|
|
|
January
3,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2005
(1)
|
|
|
2004
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working
capital
|
|
$ |
39,198 |
|
|
$ |
47,498 |
|
|
$ |
41,392 |
|
|
$ |
41,117 |
|
|
$ |
42,512 |
|
Total
assets
|
|
$ |
192,827 |
|
|
$ |
198,014 |
|
|
$ |
181,487 |
|
|
$ |
171,318 |
|
|
$ |
106,528 |
|
Total
debt and capital lease obligations
|
|
$ |
35,535 |
|
|
$ |
37,572 |
|
|
$ |
35,643 |
|
|
$ |
41,822 |
|
|
$ |
14,464 |
|
Stockholders'
equity
|
|
$ |
106,892 |
|
|
$ |
111,237 |
|
|
$ |
98,633 |
|
|
$ |
89,402 |
|
|
$ |
80,183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Amounts
include results of operations of ABD International, Inc. (which acquired
certain assets and assumed certain liabilities of
|
|
The
A.B. Dick Company on November 5, 2004) and Precision Lithograining Corp.
(acquired July 30, 2004) for the periods subsequent
|
|
to
their respective acquisitions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2) The
income from discontinued operations amount relates to the operations of
Delta V Technologies, Inc., which were shut down
|
|
in
fiscal 1999.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations
The
following Management’s Discussion and Analysis should be read in connection with
“Item 1. Business”, “Item 1A. Risk Factors”, “Item 6. Selected Financial Data”,
“Item 7A. Quantitative and Qualitative Disclosures about Market Risks” and the
Company’s Consolidated Financial Statements and Notes thereto included in this
Annual Report on Form 10-K. Certain terms used in the discussion
below are defined in Item 1 of this Form 10-K.
Overview
We are a
market-focused company primarily engaged in the design, manufacture, sales and
service of high-technology digital imaging solutions to the graphic arts
industry worldwide. We are helping to lead the industry’s
transformation from analog print production methods to digital imaging
technology. We are a leader in the development of advanced printing
systems using digital imaging equipment and consumables-based solutions that
economically benefit the user through a streamlined workflow and chemistry free,
environmentally responsible operation. We are also a leading sales
and service channel in the small to mid-sized commercial, quick and in-plant
printing markets offering a wide range of solutions to over 20,000 customers
worldwide.
Presstek’s
business model is a capital equipment and consumables (razor and blade)
model. In this model, approximately 62% of our revenue is recurring
revenue. Our model is designed so that each placement of either a
Direct Imaging Press or a Computer to Plate system results in recurring
aftermarket revenue for consumables and service.
Through
our various operations, we:
·
|
provide
advanced print solutions through the development and manufacture of
digital laser imaging equipment and advanced technology chemistry-free
printing plates, which we call consumables, for commercial and in-plant
print providers targeting the growing market for high quality, fast
turnaround short-run color
printing;
|
·
|
are
a leading sales and services company delivering Presstek digital solutions
and solutions from other manufacturing partners through our direct sales
and service force and through distribution partners
worldwide;
|
·
|
manufacture
semiconductor solid state laser diodes for Presstek imaging applications
and for use in external applications;
and
|
·
|
distribute
printing plates for conventional print applications, as well as related
equipment and supplies for the graphic arts and printing
industries.
|
We have
developed a proprietary system by which digital images are transferred onto
printing plates for Direct Imaging on-press applications and for
computer-to-plate applications. We refer to Direct Imaging as DI® and
computer-to-plate as CTP. Our digital imaging systems enable
customers to produce high-quality, full color lithographic printed materials
more quickly and cost effectively than conventional methods that employ more
complicated workflows and toxic chemical processing. This results in
reduced printing cycle time and lowers the effective cost of production for
commercial printers. Our solutions make it more cost effective for
printers to meet the increasing demand for shorter print runs, higher quality
color and faster turn-around times.
Our
groundbreaking DI technology is used in our CTP
systems. Our Presstek business segment designs and manufactures CTP
systems that incorporate our imaging technology and image our chemistry free
printing plates.
In
addition to marketing, selling and servicing our proprietary digital products,
we also market, sell and service traditional, or analog products for the
commercial print market. This analog equipment is manufactured by
third party strategic partners and analog consumables are manufactured by our
various partners.
Lasertel,
Inc., a subsidiary of Presstek, is primarily engaged in the manufacture and
development of high-powered laser diodes for Presstek and for sale to external
customers. Lasertel’s products include semiconductor lasers and
active components for the graphics, defense, industrial, and medical
industries. Lasertel offers high-powered laser diodes in both
standard and customized configurations, including chip on sub-mount, un-mounted
bars, and fiber-coupled devices, to support various applications.
Our
operations are organized based on the market application of our products and
related services and consist of two reportable segments: Presstek and
Lasertel. The Presstek segment is primarily engaged in the
development, manufacture, sale and servicing of our patented digital imaging
systems and patented printing plate technologies as well as traditional, analog
systems and related equipment and supplies for the graphic arts and printing
industries, primarily the short-run, full-color market segment. The
Lasertel segment manufactures and develops high-powered laser diodes for
Presstek and for sale to external customers.
We
generate revenue through four main sources: (i) the sale of our equipment,
including DI® presses
and CTP devices, as well as imaging kits, which are incorporated by
leading press manufacturers into direct imaging presses for the graphic arts
industry; (ii) the sale of high-powered laser diodes for the graphic arts,
defense, medical and industrial sectors; (iii) the sale of our proprietary and
non-proprietary consumables and supplies; and (iv) the servicing of offset
printing systems and analog and CTP systems and related equipment.
Our
business strategy is centered on maximizing the sale of consumable products,
such as printing plates, and therefore our business efforts focus on the sale of
“consumable burning engines” such as our DI® presses
and CTP devices. Our strategy to grow our consumables has two
parts. The first part is to increase the number of our DI® and CTP
units in the field. By increasing the number of consumable burning
engines we expect to increase the demand for our consumables.
We rely
on partnerships with press manufacturers such as Ryobi Limited, Heidelberger
Druckmaschinen AG, or Heidelberg, and Koenig & Bower AG, or KBA, to market
printing presses and press solutions that use our proprietary
consumables. We also rely on distribution partners, such as Eastman
Kodak, to sell related proprietary consumable products.
Another
method of growing the market for consumables is to develop consumables that can
be imaged by non-Presstek devices. In addition to expanding our base
of our consumable burning engines, an element of our focus is to reach beyond
our proprietary systems and penetrate the installed base of CTP devices in all
market segments with our chemistry free and process-free
offerings. The first step in executing this strategy was the launch
of our non-proprietary Aurora chemistry-free printing plate designed to be used
with consumable burning engines manufactured by thermal CTP market leaders
Screen and Kodak. We continue to work with other CTP manufacturers to
qualify our consumables on their systems. We believe this shift in
strategy fundamentally enhances our ability to expand and control our
business.
We
operate and report on a 52- or 53-week, fiscal year ending on the Saturday
closest to December 31. Accordingly, the consolidated financial
statements include the financial reports for the 52-week fiscal year ended
December 29, 2007, which we refer to as “fiscal 2007”, the 52-week fiscal year
ended December 30, 2006, which we refer to as “fiscal 2006”, and the 52-week
fiscal year ended December 31, 2005, which we refer to as “fiscal
2005”.
We intend
the discussion of our financial condition and results of operations that follows
to provide information that will assist in understanding our consolidated
financial statements, the changes in certain key items in those financial
statements from year to year, and the primary factors that accounted for those
changes, as well as how certain accounting principles, policies and estimates
affect our consolidated financial statements.
The
discussion of results of operations at the consolidated level is presented
together with results of operations by business segment.
RESULTS
OF OPERATIONS
Results
of operations in dollars and as a percentage of revenue were as follows (in
thousands of dollars):
|
|
Fiscal
year ended
|
|
|
|
December
29, 2007
|
|
|
December
30, 2006
|
|
|
December
31, 2005
|
|
|
|
|
|
|
%
of
revenue
|
|
|
|
|
|
%
of
revenue
|
|
|
|
|
|
%
of
revenue
|
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
|
|
$ |
215,875 |
|
|
|
84.7 |
|
|
$ |
220,724 |
|
|
|
83.1 |
|
|
$ |
210,613 |
|
|
|
81.3 |
|
Service
and parts
|
|
|
38,968 |
|
|
|
15.3 |
|
|
|
44,970 |
|
|
|
16.9 |
|
|
|
48,521 |
|
|
|
18.7 |
|
Total
revenue
|
|
|
254,843 |
|
|
|
100.0 |
|
|
|
265,694 |
|
|
|
100.0 |
|
|
|
259,134 |
|
|
|
100.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
|
|
|
152,545 |
|
|
|
59.9 |
|
|
|
154,250 |
|
|
|
58.1 |
|
|
|
143,952 |
|
|
|
55.5 |
|
Service
and parts
|
|
|
31,622 |
|
|
|
12.4 |
|
|
|
32,466 |
|
|
|
12.2 |
|
|
|
32,862 |
|
|
|
12.7 |
|
Total
cost of revenue
|
|
|
184,167 |
|
|
|
72.3 |
|
|
|
186,716 |
|
|
|
70.3 |
|
|
|
176,814 |
|
|
|
68.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
|
|
70,676 |
|
|
|
27.7 |
|
|
|
78,978 |
|
|
|
29.7 |
|
|
|
82,320 |
|
|
|
31.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research
and development
|
|
|
6,217 |
|
|
|
2.4 |
|
|
|
6,409 |
|
|
|
2.4 |
|
|
|
7,335 |
|
|
|
2.8 |
|
Sales,
marketing and customer support
|
|
|
39,870 |
|
|
|
15.6 |
|
|
|
39,970 |
|
|
|
15.0 |
|
|
|
40,241 |
|
|
|
15.6 |
|
General
and administrative
|
|
|
34,211 |
|
|
|
13.4 |
|
|
|
19,938 |
|
|
|
7.5 |
|
|
|
20,970 |
|
|
|
8.1 |
|
Amortization
of intangible assets
|
|
|
2,408 |
|
|
|
1.0 |
|
|
|
2,980 |
|
|
|
1.1 |
|
|
|
2,595 |
|
|
|
1.0 |
|
Restructuring
and other charges
|
|
|
2,714 |
|
|
|
1.1 |
|
|
|
5,481 |
|
|
|
2.1 |
|
|
|
874 |
|
|
|
0.3 |
|
Total
operating expenses
|
|
|
85,420 |
|
|
|
33.5 |
|
|
|
74,778 |
|
|
|
28.1 |
|
|
|
72,015 |
|
|
|
27.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income (loss)
|
|
|
(14,744 |
) |
|
|
5.8 |
|
|
|
4,200 |
|
|
|
1.6 |
|
|
|
10,305 |
|
|
|
4.0 |
|
Interest
and other expense, net
|
|
|
(2,424 |
) |
|
|
0.9 |
|
|
|
(1,826 |
) |
|
|
(0.7 |
) |
|
|
(2,220 |
) |
|
|
(0.9 |
) |
Income
(loss) from continuing operations before income taxes
|
|
|
(17,168 |
) |
|
|
6.7 |
|
|
|
2,374 |
|
|
|
0.9 |
|
|
|
8,085 |
|
|
|
3.1 |
|
Provision
(benefit) for income taxes
|
|
|
(5,018 |
) |
|
|
1.9 |
|
|
|
(10,643 |
) |
|
|
(4.0 |
) |
|
|
1,164 |
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(loss) from continuing operations
|
|
|
(12,150 |
) |
|
|
4.8 |
|
|
|
13,017 |
|
|
|
4.9 |
|
|
|
6,921 |
|
|
|
2.7 |
|
Loss
from discontinued operations
|
|
|
(54 |
) |
|
|
0.0 |
|
|
|
(3,273 |
) |
|
|
(1.2 |
) |
|
|
(835 |
) |
|
|
(0.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
$ |
(12,204 |
) |
|
|
4.8 |
|
|
$ |
9,744 |
|
|
|
3.7 |
|
|
$ |
6,086 |
|
|
|
2.4 |
|
Fiscal 2007 Compared to
Fiscal 2006
Revenue
Consolidated
revenues were $254.8 million in 2007, a decrease of $10.9 million, or 4.1%, from
$265.7 million in 2006. Equipment revenues reflected a decrease of
$1.6 million, or 1.6%, compared to 2006, as strong sales of 52DI presses and
increases in our Lasertel business were not enough to offset significant
declines in our analog and CTP product lines, particularly lower sales of DPM
machines. Consumables revenues declined by $3.2 million, or 2.6%, due
primarily to lower sales of QMDI plates. Revenues in our service
business were lower by $6.0 million, or 13.3%, in 2007 due to lower contract
service revenues resulting from the transition of our customer base from analog
to digital solutions. Overall, sales of Presstek’s “growth” portfolio
of products, defined as 34DI and 52DI digital offset solutions, the Presstek
family of chemistry free CTP solutions, and Lasertel, increased $18.2 million,
or 16.6%, from $109.9 million in 2006 to $128.1 million in 2007.
Presstek
segment equipment revenues were $87.7 million in 2007 vs. $90.7 million in 2006,
a decrease of $3.1 million, or 3.4%. Gross sales of Presstek’s growth
portfolio of equipment increased to $77.1 million in 2007 from $69.3 million in
2006. Revenues from the sale of DI®
equipment in 2007 of $64.0 million reflects an increase of $10.0 million, or
18.4%, vs. 2006 due to strong marketplace demand for the 52DI press, which was
first introduced in the third quarter of 2006. Total unit sales of
the 52DI press reached 59 in 2007, and 52DI revenues as a percentage of total
DI®
press revenue increased from 10.0% in 2006 to 44.1% in 2007. Sales of
our remaining growth portfolio of equipment, Presstek CTP platesetters and
Vector TX52 machines, declined from $15.3 million in 2006 to $13.1 million in
2007, a decrease of 14.2%, due in part to the company’s continued emphasis on
marketing higher margin DI® presses,
as well as a large decline in the sale of DPM machines consistent with industry
trends. In addition, unit sales of the Vector TX52 were
negatively impacted early in 2007 from the carry-over impact of quality issues
experienced during the second half of 2006. These issues have since
been successfully resolved. Equipment sales of our “traditional” line
of products, defined as QMDI presses, polyester CTP platesetters, and
conventional equipment, were all lower in 2007 compared to 2006 due to the
ongoing transition of our customer base from analog to digital
technologies. Gross revenues from our traditional equipment products
decreased from $25.8 million in 2006 to $16.2 million in 2007, a decline of
37.2%. As a percentage of total equipment revenue within the Presstek
segment, net sales of growth portfolio products increased from 73.0% of revenue
in 2006 to 82.6% of revenue in 2007.
Revenue
for the Lasertel segment, including intercompany revenue, was $12.5 million in
2007, and reflects an increase of $1.0 million, or 8.9%, compared to
2006. The favorable increase in 2007 is principally the result of
additional sales of laser diode array products to external customers, which more
than offset lower sales to the Presstek segment.
Consumables
product revenues decreased from $123.1 million in 2006 to $119.9 million in
2007, a reduction of $3.2 million, or 2.6%. The decline in revenues
resulted from the anticipated slowdown of certain products in Presstek’s
traditional line, including QMDI plates and conventional consumables, and was
consistent with industry trends. QMDI plates declined from $24.6
million in 2006 to $19.5 million in 2007, a decrease of 20.5%. Sales
of conventional consumables declined from $40.6 million in fiscal 2006 to $35.1
million in the comparable 2007 period. Partially offsetting this
decline were sales of Presstek’s “growth portfolio” of consumables, defined as
52DI, 34DI, and chemistry-free CTP plates, which grew from $30.4 million in 2006
to $37.5 million in 2007, an increase of $7.1 million, or 23.5%.
Service
and parts revenues declined from $45.0 million in 2006 to $39.0 million in 2007,
a decrease of 13.3%. Lower revenues resulted primarily from the
anticipated shift away from our less profitable legacy service contract base
which, in the short term, is declining faster than our digital service business
is accelerating.
Cost
of Revenue
Consolidated
cost of revenue was $184.2 million in fiscal 2007, a decrease of $2.5 million,
or 1.4%, compared to fiscal 2006. Product cost of revenue in 2007
includes $5.4 million of charges related to excess and obsolete inventory,
warranty, and accrued purchase commitments related to product portfolio changes,
planned changes for the Vector TX52 product line, physical inventory results,
and other adjustments. Service and parts cost of revenue in
fiscal 2007 includes a charge of $1.1 million related to write-downs of field
service parts inventory.
Cost of
product, consisting of costs of material, labor and overhead, shipping and
handling costs and warranty expenses, was $152.5 million in fiscal 2007 compared
to $154.3 million in fiscal 2006.
Cost of
product in the Presstek segment was $145.7 million in fiscal 2007 compared to
$149.3 million in the same prior year period. In 2007, the Company
recorded inventory-related charges of $4.9 million, consisting of $2.3 million
for the write-off of excess and obsolete inventory, $2.5 million of inventory
write-downs related to the Vector TX52, $0.6 million of warranty-related
expenses, and other adjustments. Offsetting these costs were lower
costs related to favorable equipment product mix, production efficiencies in our
plate manufacturing processes, and lower freight costs.
Cost of
revenue in the Lasertel segment, including intercompany, was $11.5 million in
fiscal 2007 compared to $10.1 million in the comparable prior year
period. In fiscal 2007, the company recorded excess and obsolete
inventory charges of $0.2 million, and $0.3 million related to physical
inventory losses.
Cost of
service in 2007, including the previously discussed $1.1 million write down of
field service parts inventory, was $31.6 million compared to $32.5 million same
prior year period. These amounts represent the costs of spare parts,
labor and overhead associated with the ongoing service of
products. Service costs were favorably impacted by the improved
utilization of the field service organization in North America, the result of a
restructuring plan intended to realign our service organization with a declining
analog revenue base.
Gross
Profit
Consolidated
gross profit as a percentage of total revenue was 27.7% in 2007 compared to
29.7% in 2006. Gross margins were negatively impacted in 2007 by
excess and obsolete inventory and warranty charges related to product portfolio
changes and field service parts inventory changes.
Gross
profit as a percentage of product revenue was 29.3% in fiscal 2007 compared to
30.1% in fiscal 2006. Gross margins were negatively impacted in 2007
by excess and obsolete inventory and warranty charges related principally to
product portfolio changes and field service parts inventory
changes. Offsetting this somewhat was the favorable impact of a
higher mix of DI®
revenues, which are predominately higher margin products than our CTP and
traditional lines of business, as well as improved production efficiencies in
our plate manufacturing.
Gross
profit as a percentage of service revenue was 18.9% in 2007 compared to 27.8% in
2006. Service margins in 2007 were negatively impacted by charges for
losses on field service parts inventory of $1.1 million. Lower
service margins also reflect the declining analog contract revenue base, which
more than offset cost savings resulting from reductions in field service
personnel.
Research
and Development
Research
and development expenses consist primarily of payroll and related expenses for
personnel, parts and supplies, and contracted services required to conduct our
equipment, consumables and laser diode development efforts.
Consolidated
research and development expenses of $6.2 million in fiscal 2007 were
essentially unchanged from $6.4 million in the comparable prior year
period.
Research
and development expenses for the Presstek segment were $5.0 million in 2007
compared to $5.3 million in 2006. The decrease was due to lower
payroll related expenses resulting from turnover of personnel.
Research
and development expenses for the Lasertel segment were $1.2 million in 2007
compared to $1.1 million in the same prior year period. The increased
expense in 2007 relates primarily to incremental parts and supplies consumed in
the product development process.
Sales,
Marketing and Customer Support
Sales,
marketing and customer support expenses consist primarily of payroll and related
expenses for personnel, advertising, trade shows, promotional expenses, and
travel costs associated with sales, marketing and customer support
activities.
Consolidated
sales, marketing and customer support expenses of $39.9 million in 2007 were
flat compared to expenses of $40.0 million in 2006.
Sales,
marketing and customer support expenses for the Presstek segment of $39.2
million in fiscal 2007 decreased $0.3 million from the comparable prior year
expense of $39.5 million due primarily to lower payroll, commission, and travel
and entertainment expenses, offset somewhat by increased marketing costs in
Europe necessary to support planned growth.
Sales,
marketing and customer support expenses for the Lasertel segment increased from
$0.5 million in 2006 to $0.7 million in 2007. Higher expenses in 2007
were due primarily to additional contract labor and advertising expense to
continue expanding external sales.
General
and Administrative
Consolidated
general and administrative expenses consist primarily of payroll and related
expenses for personnel and contracted professional services necessary to conduct
our finance, information systems, legal, human resources and administrative
activities. General and Administrative costs also include stock based
compensation expenses, as well as bad debt reserves.
Consolidated
general and administrative expenses were $34.2 million compared to $19.9 million
in the comparable prior year period. General and administrative
expense increases were primarily the result of higher patent defense and
litigation activities of $4.6 million; increased bad debt expense of $2.0
million and increased professional fees of $3.4 million related primarily to
various detailed financial reviews conducted during the
year. General and administrative expenses in 2007 also include
an increase of $2.1 million in stock compensation related to stock option grants
to officers, directors and employees compared to the same period in fiscal 2006,
as well as a $1.5 million increase in expense related to restricted stock
compensation granted to our CEO.
General
and administrative expenses for the Presstek segment were $33.2 million in 2007
compared to $18.9 million in 2006. The increased expense was due
primarily to the increased professional fees, litigation, stock compensation,
and bad debt expenses noted above.
General
and administrative expenses for the Lasertel segment of $1.04 million in fiscal
2007 were essentially flat compared to $1.06 million in fiscal
2006.
Amortization
of Intangible Assets
Amortization
expense of $2.4 million in fiscal 2007 declined from $3.0 million in the
comparable prior year period. These expenses relate to intangible
assets recorded in connection with the Company’s 2004 acquisition of the
business of the A.B. Dick Company, patents and other purchased intangible
assets.
Restructuring
and Other Charges
Consolidated
restructuring and other charges of $2.7 million in 2007 decreased from $5.5
million in 2006. 2007 restructuring expenses represent the cost of
severance and separation expenses for employment contracts of former executives,
as well as costs related to implementation of our Business Improvement Plan
(BIP). The BIP costs include the consolidation of the Canadian
back-office operations and certain Des Plaines, Illinois activities into the
Hudson, New Hampshire operations, and include restructuring costs relating to
severance, operating lease run-out and inventory consolidation.
In fiscal
2006, the Company recognized restructuring and other charges of $5.5
million. These charges included $2.3 million related to impairment of
intangible assets associated with patent defense costs on the Creo/Kodak
litigation matter, $2.8 million related to impairment of goodwill resulting from
SFAS 144 valuation adjustments of long lived assets at Precision as a result of
the decision to discontinue its newspaper analog business, $0.5 million for
merger-related costs primarily related to additional professional fees, and $0.3
million related to the impairment of other assets. In addition,
approximately $0.4 million of previously established accruals at the Presstek
segment were recognized in income in fiscal 2006 due principally to changes in
the scope of previously announced severance programs.
Interest
and Other Income (Expense), Net
Consolidated
net interest and other expense in 2007 was $2.4 million compared to $1.8 million
in the comparable prior year period. Increased expense in 2007 was
due primarily to higher interest expense resulting from higher balances on our
revolving credit facility, as well as higher interest
rates. Offsetting this somewhat were gains on foreign currency
translation.
Provision
(Benefit) for Income Taxes
Our
effective tax rate was (29.2%) in fiscal 2007 and (448.3%) in fiscal
2006. In fiscal 2006, in accordance with Statement of Financial
Accounting Standards No. 109,
“Accounting for Income Taxes”, (“FAS 109”), the Company recognized
through its tax provision a $11.2 million deferred tax benefit from the reversal
of the previously recorded valuation allowance established on its U.S. federal,
state and local deferred tax assets, except for that portion where the evidence
does not yet support a reversal. To support the determination that is more
likely than not that the Company’s deferred tax assets will be realized in the
future, FAS 109 requires that the Company consider all available positive and
negative evidence. Based on a detailed analysis, the Company concluded
that evidence exists to support the U.S. valuation allowance reversal as of
December 30, 2006.
Fiscal 2006 Compared to
Fiscal 2005
Revenue
Consolidated
Revenue
Consolidated
revenues were $265.7 million in fiscal 2006, an increase of $6.6 million, or
2.5%, from $259.1 million in fiscal 2005. Equipment revenues
increased $13.7 million over fiscal 2005 resulting from strong DI unit sales,
including the introduction of the new 52DI press. Partially
offsetting increases in equipment revenue was a decline in both consumables and
service revenues ($3.6 million each) driven principally from a
continuing slowdown in analog sales. Consistent with our strategy of
migrating our customer base to digital solutions, digital product
sales improved from $143.4 million in 2005 to $170.5 million in 2006, an
increase of 18.9% year over year. As a percentage of total product
revenues, sales of digital solutions increased from approximately 68% in 2005 to
approximately 77% in 2006.
Equipment
revenues were $97.6 million in 2006 compared to $83.9 million in 2005, an
increase of $13.7 million, or 16.4%. Growth in equipment revenues was
due primarily to a 72.8% increase in the number of DI® presses
sold in fiscal 2006 compared to fiscal 2005, driven largely by growth in our
34DI product sales and the introduction of the new 52DI press. Total
DI®
equipment sales were strong in both the North American and European markets
during 2006, as revenues improved by $12.2 million, or 46.7%, and $12.3 million,
or 220.0%, respectively. Fiscal 2006 equipment revenues were also
favorably impacted by the launch of a new generation CTP system, the Vector
TX52, in the fourth quarter of 2005. The Vector TX52 accounted for
$4.1 million of revenue in fiscal 2006, an increase of $2.0 million, or 96.0%,
compared to fiscal 2005. Offsetting these items were lower DPM and
Dimension sales, which declined by $3.7 million, or 51.5%, and $3.4 million, or
25.8%, respectively. Sales of these units were impacted by
competitive pressures, as well as quality issues on both equipment units and
related consumable plates (AnthemPro). Analog equipment revenues also
declined from $22.7 million in 2005 to $14.0 million in 2006. This
decline reflects the transition of our customer base from analog to digital
solutions. Overall, digital equipment sales in the Presstek segment
increased 34.8% from $57.0 million in 2005 to $76.8 million in
2006. On a consolidated basis, digital sales as a percentage of total
equipment revenues in 2006 accounted for 85.6% of sales compared to 72.5% in
2005.
Revenue
for the Lasertel segment of $11.5 million in 2006 represented a year over year
increase of 47.8%, or $3.7 million, due primarily to the addition of two new
customers, as well as higher sales to the Presstek segment.
Revenues
generated from consumables sales decreased 3.0% year over year, from $126.8
million in 2005 to $123.1 million in 2006. The decrease in sales was
primarily attributable to the anticipated slowdown in the analog market
resulting from the continued migration of our customer base from analog to
digital solutions. Total analog consumables sales declined from $44.5
million in 2005 to $36.1 million in 2006, a decrease of
18.9%. Partially offsetting this decline were improved sales of
digital products, which increased from $82.4 million in 2005 to $87.0 million in
2006. This increase was primarily due to increased placements of
DI®
and CTP equipment and strengthening relationships with OEM
partners. These increases were partially offset by declines in
older technology digital lines such as DPM consumables. Overall,
digital sales of consumables products increased $4.6 million year over year, or
5.6%, from $82.4 million in fiscal 2005 to $87.0 million in fiscal
2006. As a percentage of total consumables revenues, digital sales
accounted for 70.6% of sales in 2006 compared to 65.0% in 2005.
Service
and parts revenues were $45.0 million in 2006, a decrease of $3.5 million, or
7.3%, compared to $48.5 million in 2005. The decrease in revenue was
due primarily to the elimination of certain legacy service contracts, as well as
a reduction in billable service and analog parts sales as our customer base
continues to migrate to digital solutions.
Cost
of Revenue
Consolidated
cost of product, consisting of costs of material, labor and overhead, shipping
and handling costs and warranty expenses, was $154.2 million in fiscal 2006, an
increase of $10.3 million, or 7.2%, compared to fiscal 2005. This
increase was primarily the result of increased product revenues year over
year. In addition, Presstek recorded
$0.6 million of incremental warranty costs related to the Vector TX52 and
AnthemPro plate quality issues experienced during 2006.
Consolidated
cost of service and parts revenues was $32.5 million in fiscal 2006, slightly
lower than the $32.9 million reported in 2005. These amounts
represent the costs of spare parts, labor and overhead associated with the
ongoing service of products. Costs in 2006 were impacted by higher
fuel expenses, as well as increased technology costs related to an upgrade of
the communications and logistics capabilities of our service technicians and
engineers. These costs were offset by the termination of 47 service
personnel in North America and the use of independent service contractors during
the second half of 2006, the result of a restructuring plan intended to realign
our service costs with a declining analog revenue base.
Gross
Margin
Consolidated
gross margin as a percentage of total revenue was 29.7% in 2006 compared to
31.8% in 2005. Gross margin as a percentage of product revenue was
30.1% compared to 31.7% in 2005. The product gross margin
decrease reflects a heavier mix of equipment revenues as a percentage of total
sales, which historically carry significantly lower margins than Presstek’s
consumables line of products, increased warranty costs related to quality issues
experienced with our Vector TX52 and AnthemPro plates, partially offset by
improved margins in our Lasertel segment.
Gross
margin as a percentage of service and parts revenues decreased from 32.3% in
2005 to 27.8% in 2006. The decrease in margin percentage is
principally due to a decline in the analog contract revenue base, which despite
restructuring action taken to realign fixed service delivery costs in the second
half of 2006, negatively impacted margins. We are currently working
to transition our legacy analog service contracts to a time and materials model
which, in the short-term, due to fixed price arrangements on these contracts,
has exerted additional downward pressure on our service margins.
Research
and Development
Research
and development expenses primarily consist of payroll and related expenses for
personnel, parts and supplies, and contracted services required to conduct our
equipment, consumables and laser diode development
efforts. Consolidated research and development expenses were $6.4
million in fiscal 2006 compared to $7.3 million in fiscal 2005. The
decrease is principally attributable to efficiencies realized from the
integration of the acquired ABDick business into the company during the fourth
quarter of 2005.
Research
and development expenses for the Presstek segment were $5.3 million in 2006, a
decrease of $1.1 million compared to 2005. This decrease is primarily
attributable to efficiencies realized from the integration of the ABDick
business into this segment.
Research
and development expenses for the Lasertel segment were $1.1 million in 2006
compared to $0.9 million in 2005. The increase reflects increased
development costs associated with specialized new products for third party
foreign customers.
Sales,
Marketing and Customer Support
Sales,
marketing and customer support expenses primarily consist of payroll and related
expenses for personnel, advertising, trade shows, promotional expenses, and
travel costs associated with sales, marketing and customer support
activities.
To
improve operations, we took steps in both fiscal 2005 and 2006 to strengthen
capacity and capability within the sales, marketing and customer support area
through reorganization, training in advanced technology products and services,
and changes in key personnel. We also eliminated costs, primarily for
customer support and marketing personnel by integrating U.S. marketing and
customer support operations within the Presstek segment.
Consolidated
sales, marketing and customer support expenses of $40.0 million in fiscal 2006
were relatively unchanged from expenses of $40.2 million in fiscal
2005.
Sales,
marketing and customer support expenses for the Presstek segment were $39.5
million and $39.9 million in 2006 and 2005, respectively.
Sales,
marketing and customer support expenses for the Lasertel segment increased from
$0.3 million in 2005 to $0.5 million in 2006.
General
and Administrative
Consolidated
general and administrative expenses, primarily comprised of payroll and related
expenses for personnel, and contracted professional services necessary to
conduct our finance, information systems, human resources and administrative
activities, were $19.9 million in 2006 compared to $21.0 million in
2005. This decrease is primarily attributable to cost
savings realized by the integration of the ABDick U.S. operations into
Presstek. As a percentage of total sales, consolidated general and
administrative expenses declined from 8.1% in 2005 to 7.5% in 2006.
General
and administrative expenses for the Presstek segment were $18.9 million in
fiscal 2006, compared to $20.1 million in fiscal 2005. The decrease
in expense is primarily attributable to the elimination of redundant costs
resulting from the integration of the ABDick U.S. operations into the
segment.
General
and administrative expenses for the Lasertel segment increased $0.3 million to
$1.1 million in fiscal 2006 from $0.8 million in fiscal 2005. This
increase was due primarily to a change in allowance for doubtful
accounts arising from certain customer accounts.
Amortization
of Intangible Assets
Intangible
asset amortization expense increased from $2.6 million in 2005 to $3.0 million
in 2006. Amortization relates to intangible assets recorded in
connection with the Company’s 2004 ABDick and Precision acquisitions, patents
and other purchased intangible assets.
Restructuring
and Other Charges (Credits)
In fiscal
2006, the Company recognized restructuring and other charges of $5.5
million. These charges included $2.3 million related to impairment of
intangible assets associated with patent defense costs on the Creo litigation
matter, $2.8 million related to impairment of goodwill resulting from SFAS 144
valuation adjustments of long lived assets at Precision as a result of the
decision to discontinue its newspaper analog business, $0.5 million for
merger-related costs primarily related to additional professional fees, and $0.3
million related to the impairment of other assets. In addition,
approximately $0.4 million of previously established accruals at the Presstek
segment were recognized in income in fiscal 2006 due principally to changes in
the scope of previously announced severance programs.
In fiscal
2005, we recognized $0.9 million of restructuring and other charges related to
Precision and ABDick. These charges included severance and fringe
benefit costs, executive and other contractual obligations, and a settlement
with previously terminated employees.
Interest
and Other Income (Expense), Net
Net
interest expense was $2.2 million in fiscal 2006 compared to $2.3 million in
fiscal 2005. The decrease in the current year period is attributable
to lower outstanding long-term debt resulting from the repayments of
principal.
On
September 7, 2006, an agreement related to the ABDick acquisition under which we
were reimbursed $1.2 million was approved by the United States Bankruptcy Court
for the District of Delaware. The net amount, after reductions for
legal fees and additional adjustments for settlement of various assets and
liabilities related to this action, totaled $0.3 million, and is included as a
component of Interest and other income (expense), net, in our Consolidated
Statements of Operations for the year ended December 30, 2006. The
balance of other income (expense), net relates to gains or losses on foreign
currency transactions for all periods presented.
Provision
(Benefit) for Income Taxes
Our
effective tax rate was (448.3%) in fiscal 2006 and 14.4% in fiscal
2005. The variance from the federal statutory rate for fiscal 2006
was primarily due to the reversal of valuation allowance provided against our
net deferred tax assets in the U.S.
The
variance from the federal statutory rate for fiscal 2005 was primarily due to
the utilization of net operating losses previously offset by a valuation
allowance, foreign taxes, and alternative minimum taxes.
In fiscal
2006, in accordance with Statement of Financial Accounting Standards No.
109, “Accounting for Income
Taxes”, (“FAS 109”), the Company recognized through its tax provision a
$11.2 million deferred tax benefit from the reversal of the previously recorded
valuation allowance established on its U.S. federal, state and local deferred
tax assets, except for that portion where the evidence does not yet support a
reversal. To support the determination that is more likely than not that
the Company’s deferred tax assets will be realized in the future, FAS 109
requires that the Company consider all available positive and negative
evidence. Based on a detailed analysis conducted during fiscal 2006, the
Company concluded that evidence exists to support the U.S. valuation allowance
reversal as of December 30, 2006.
Discontinued
Operations
The
Company accounts for its discontinued operations under the provisions of SFAS
No. 144, Accounting for
Impairment or Disposal of Long-Lived Assets, (SFAS
144). Accordingly, results of operations and the related charges for
discontinued operations have been classified as “Loss from discontinued
operations, net of income taxes” in the accompanying Consolidated Statements of
Operations. Assets and liabilities of discontinued operations have
been reclassified and reflected on the accompanying Consolidated Balance Sheets
as “Assets of discontinued operations” and “Liabilities of discontinued
operations”. For comparative purposes, all prior periods presented
have been reclassified on a consistent basis.
Precision Lithograining
Corp. – Analog Newspaper Business
During
December 2006, the Company terminated production in South Hadley, Massachusetts
of Precision-branded analog plates used in newspaper applications.
Results
of operations of the discontinued analog newspaper business of Precision consist
of the following (in thousands, except per-share data):
|
|
December
29, 2007
|
|
|
December
30, 2006
|
|
|
December
31, 2005
|
|
Revenue
|
|
$ |
196 |
|
|
$ |
10,816 |
|
|
$ |
15,006 |
|
Loss
before income taxes
|
|
|
(108 |
) |
|
|
(2,267 |
) |
|
|
(825 |
) |
Provision
(benefit) for income taxes
|
|
|
(54 |
) |
|
|
(771 |
) |
|
|
10 |
|
Loss
from discontinued operations
|
|
|
(54 |
) |
|
|
(1,496 |
) |
|
|
(835 |
) |
Loss
from disposal of discontinued operations, net of tax benefit
of $915 for the year ended December 30, 2006
|
|
|
-- |
|
|
|
(1,777 |
) |
|
|
-- |
|
Net
loss from discontinued operations
|
|
$ |
(54 |
) |
|
$ |
(3,273 |
) |
|
$ |
(835 |
) |
Loss
per diluted share
|
|
$ |
(0.00 |
) |
|
$ |
(0.09 |
) |
|
$ |
(0.02 |
) |
As of
December 30, 2006, and in accordance with SFAS 144 and SFAS 142, the Company
reviewed the potential impairment of long-lived assets associated with the
analog newspaper business and goodwill of the Precision reporting unit and
determined that impairment charges aggregating $4.0 million were
required. Of this amount $2.8 million relates to the impairment of
goodwill, $0.3 million relates to the acceleration of depreciation on fixed
assets abandoned, $0.6 million relates to the acceleration of amortization on
certain intangible assets and $0.3 million relates to the adjustment of
inventory on hand to the lower of cost or market. Impairment charges
of the reporting unit goodwill resulting from the abandonment of the analog
newspaper business are reflected within restructuring and other charges of
continuing operations, and the remaining charges included in the loss from
discontinued operations for fiscal 2006. There have been no further impairment
charges incurred in fiscal 2007 relating to this matter.
Liquidity
and Capital Resources
We
finance our operating and capital investment requirements primarily through cash
flows from operations and borrowings. At December 29, 2007, we had
$13.2 million of cash and $39.2 million of working capital, compared to $9.4
million of cash and $47.5 million of working capital at December 30,
2006.
Continuing
Operations
Our
operating activities provided $4.8 million of cash in fiscal
2007. Cash provided by operating activities came from net income,
after adjustments for non-cash depreciation, amortization, restructuring and
merger-related expenses, provisions for warranty costs and accounts receivable
allowances, stock compensation expense, deferred income taxes, and losses on the
disposal of assets. Cash provided by operating activities were
further benefited from a decrease in accounts receivable of $7.7 million and an
increase of $7.5 million in accrued expenses. The decrease in
accounts receivable reflects our continued focus on cash
management. Accrued expense increases are primarily related to
increased professional fee accruals resulting from the review of inventory and
receivable reserves, as well as accruals related to certain legal
matters. These amounts were partially offset by an increase of $3.0
million in inventory, a decrease of $8.5 million in accounts payable, an
increase of $2.1 million in other current assets, and a decrease in deferred
revenue of $0.7 million. Inventory increases at December 29, 2007 are
primarily attributable to timing of certain press deliveries. Day’s
sales outstanding were 58 at December 29, 2007 and 63 at December 30,
2006. The decrease in accounts payable relates primarily to the
timing of purchases and payments to suppliers. The increase in other
current asset relates to an insurance recovery receivable. The
decrease in deferred revenue relates to a reduction in service contracts
resulting from the continuing erosion of our analog customer base.
We used
$3.4 million of net cash for investing activities during 2007, comprised of $3.0
million of additions to property, plant and equipment, $0.2 million of
investments in patents and other intangible assets and $0.1 million of
transaction and accrued integration costs paid related to the acquisition of the
ABDick business. Our additions to property, plant and equipment
primarily relate to production equipment and investments in our infrastructure,
including costs related to the implementation of a new service management
system.
Our
financing activities generated $1.1 million of net cash, comprised of $3.1
million of cash received from the exercise of stock options and purchase of
common stock under our employee stock purchase program and $5.0 million of net
borrowings under our current line of credit. These amounts were
offset by payments on our current term loan and capital lease aggregating $7.0
million.
Discontinued
Operations
Operating
activities of discontinued operations provided $0.4 million in cash in fiscal
2007. Cash generated by operating activities reflect a net loss of
$0.1 million, after adjustments for non-cash depreciation, amortization,
provisions for warranty and accounts receivable allowances. Cash
generated by operating activities also included a decrease of $1.9 million in
accounts receivable and $1.4 million in inventory.
Our
current senior secured credit facilities, referred to as the Facilities, include
a $35.0 million five year secured term loan, referred to as the Term Loan, and a
$45.0 million five year secured revolving line of credit, referred to as the
Revolver. At December 29, 2007, the outstanding balance on the
revolver was $20.0 million and we had $1.3 million outstanding under letters of
credit, thereby reducing the amount available under the Revolver to $23.7
million. At December 29, 2007 and December 30, 2006, the interest
rates on the outstanding balance of the Revolver were 7.5% and 7.1%,
respectively. Principal payments on the Term Loan are made in
consecutive quarterly installments of $1.75 million, with a final settlement of
all remaining principal and unpaid interest on November 4, 2009.
The
Facilities were used to partially finance the acquisition of the business of
ABDick, and are available for working capital requirements, capital
expenditures, acquisitions, and general corporate
purposes. Borrowings under the Facilities bear interest at either (i)
the London InterBank Offered Rate, or LIBOR, plus applicable margins or (ii) the
Prime Rate, as defined in the agreement, plus applicable margins. The
applicable margins range from 1.25% to 4.0% for LIBOR, or up to 1.75% for the
Prime Rate, based on certain financial performance. At December 29,
2007 and December 30, 2006, the effective interest rates on the Term Loan were
7.5% and 7.1%, respectively.
Under the
terms of the Revolver and Term Loan, we are required to meet various financial
covenants on a quarterly and annual basis, including maximum funded debt to
EBITDA, a non-U.S. GAAP measurement that is defined in the Facilities as
earnings before interest, taxes, depreciation, amortization and restructuring
and other charges (credits), and minimum fixed charge coverage
covenants. At December 29, 2007, we were in compliance with all
financial covenants. Due to
delays in reporting financial statements for the period ended December 29, 2007
to its lenders, the Company amended the terms of the Revolver and Term Loan with
the lenders to provide that annual financial statements could be delivered to
the lenders on or before April 30, 2008.
The
Company entered into interest rate swap agreements with its lenders in October
2003, which were intended to protect the Company’s long-term debt against
fluctuations in LIBOR rates. Under the interest rate swaps LIBOR was
set at a minimum of 1.15% and a maximum of 4.25%. Because the
interest rate swap agreement did not qualify as a hedge for accounting purposes
under SFAS No. 133, Accounting
for Derivative Instruments and Hedging Activities (“SFAS 133”), and
related amendments, including SFAS No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities (“SFAS 149”), the Company
recorded a reduction to expense of $22,500, $40,000 and $28,000 in fiscal 2007,
fiscal 2006 and fiscal 2005, respectively, to mark these interest rate swap
agreements to market.
On
November 23, 2005, we purchased equipment under a capital lease arrangement
qualifying under Statement of Financial Accounting Standards (“SFAS”) No. 13,
Accounting for Leases
(“SFAS 13”). The equipment is included as a component of property,
plant and equipment and the current and long-term principal amounts of the lease
obligation are included in our Consolidated Balance Sheets.
We
believe that existing funds, cash flows from operations, and cash available
under our Revolver should be sufficient to satisfy working capital requirements
and capital expenditures through at least the next twelve
months. There can be no assurance, however, that we will not require
additional financing, or that such additional financing, if needed, would be
available on acceptable terms.
Contractual
Obligations
Our
contractual obligations at December 29, 2007 consist of the following (in
thousands):
|
|
|
|
|
Payments
due by period
|
|
|
|
Total
|
|
|
Less
than one year
|
|
|
One
to three years
|
|
|
Three
to five years
|
|
|
Five
or more years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior
Secured Credit Facilities
|
|
$ |
35,500 |
|
|
$ |
27,000 |
|
|
$ |
8,500 |
|
|
$ |
-- |
|
|
$ |
-- |
|
Estimated
interest payments on Senior Secured Credit Facilities
|
|
|
2,516 |
|
|
|
1,986 |
|
|
|
530 |
|
|
|
-- |
|
|
|
-- |
|
Capital
lease, including contractual interest
|
|
|
35 |
|
|
|
35 |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
Royalty
obligation
|
|
|
6,184 |
|
|
|
976 |
|
|
|
1,516 |
|
|
|
1,464 |
|
|
|
2,228 |
|
Executive
contractual obligations
|
|
|
5,227 |
|
|
|
1,915 |
|
|
|
3,312 |
|
|
|
-- |
|
|
|
-- |
|
Operating
leases
|
|
|
6,421 |
|
|
|
2,386 |
|
|
|
2,659 |
|
|
|
1,375 |
|
|
|
-- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
contractual obligations
|
|
$ |
55,883 |
|
|
$ |
34,298 |
|
|
$ |
16,517 |
|
|
$ |
2,839 |
|
|
$ |
2,228 |
|
The
amounts above related to estimated interest payments on the Facilities are based
upon the interest rates in effect at December 29, 2007. Actual
interest amounts could differ from the estimates above.
In fiscal
2000, we entered into an agreement with Fuji, whereby minimum royalty payments
to Fuji are required based on specified sales volumes of our A3 format size
four-color sheet-fed press. The agreement provides for total royalty
payments to be no less than $6 million and not greater than $14 million over the
life of the agreement. As of December 29, 2007, the Company had paid
Fuji $7.8 million related to this agreement.
We have
employment agreements with certain of our employees, some of which include
change of control agreements that provide them with benefits should their
employment with us be terminated other than for cause or their disability or
death, or if they resign for good reason, as defined in these agreements, within
a certain period of time from the date of any change of control of
us.
From time
to time we have engaged in sales of equipment that is leased by or intended to
be leased by a third party purchaser to another party. In certain
situations, we may retain recourse obligations to a financing institution
involved in providing financing to the ultimate lessee in the event the lessee
of the equipment defaults on its lease obligations. In certain such
instances, we may refurbish and remarket the equipment on behalf of the
financing company, should the ultimate lessee default on payment of the
lease. In certain circumstances, should the resale price of such
equipment fall below certain predetermined levels, we would, under these
arrangements, reimburse the financing company for any such shortfall in sale
price (a “shortfall payment”). The maximum contingent obligation
under these shortfall payment arrangements is estimated to be $1.3 million at
December 29, 2007.
Effect
of Inflation
Inflation
has not had a material impact on our financial conditions or results of
operations, although this risk is discussed under Item 1 of this Form
10-K.
Net
Operating Loss Carryforwards
At
December 29, 2007, we had net operating loss carryforwards for tax purposes
totaling $83.2 million, of which $61.5 million resulted from stock option
compensation deductions for U.S. federal tax purposes and $21.7 million resulted
from operating losses. To the extent that net operating losses
resulting from stock option compensation deductions result in reduction of
current taxes payable, the benefit will be credited directly to additional
paid-in capital. The Company’s ability to utilize its net operating
loss and credit carryforwards may be limited in the future if the company
experiences an ownership change, as defined by the Internal Revenue
Code. An ownership change occurs when the ownership percentage of 5%
or greater of stockholders changes by more than 50% over a three year
period.
Critical
Accounting Policies and Estimates
General
Our
Management’s Discussion and Analysis of Financial Condition and Results of
Operations is based upon our consolidated financial statements, which have been
prepared in accordance with generally accepted accounting principles as adopted
in the United States. The preparation of these financial statements
requires management to make estimates and judgments that affect the reported
amounts of assets and liabilities and related disclosure of contingent assets
and liabilities at the date of the financial statements. Estimates
and assumptions also affect the amount of reported revenue and expenses during
the period. Management believes the most judgmental estimates
include those related to product returns; warranty obligations;
allowances for doubtful accounts; slow-moving and obsolete inventories; income
taxes; the valuation of goodwill, intangible assets, long-lived assets and
deferred tax assets; stock-based compensation and litigation. We base
our estimates and assumptions on historical experience and various other
appropriate factors, the results of which form the basis for making judgments
about the carrying values of assets and liabilities and the amounts of revenue
and expenses that are not readily apparent from other sources. Actual results
could differ from those estimates.
We
believe the following critical accounting policies affect our more significant
judgments and estimates used in the preparation of our consolidated financial
statements. For a complete discussion of our accounting policies, see Note 2 to
our consolidated financial statements appearing elsewhere herein.
Revenue
Recognition
Revenue
Recognition
The
Company recognizes revenue principally from the sale of products (equipment,
consumables, laser diodes) and services (equipment maintenance contracts,
installation, training, support, and spare parts). Revenue is
recognized when persuasive evidence of a sales arrangement exists, delivery has
occurred or services have been rendered, the price to the customer is fixed or
determinable and collection is reasonably assured. In accordance with
Staff Accounting Bulletin (“SAB”) No. 104 Revenue Recognition (“SAB
104”) and Emerging Issues Task Force (“EITF”) Issue 00-21 Revenue Arrangements with Multiple
Deliverables (“EITF 00-21”), when a sales arrangement contains multiple
elements, such as equipment and services, revenue is allocated to each element
based on its relative fair value. Amounts invoiced to customers in
excess of revenue recognized are recorded as deferred revenue until all revenue
recognition criteria are met.
Product
revenue
End-Users - Under the Company’s standard
terms and conditions of sale of equipment, title and risk of loss are
transferred to end-user customers upon completion of installation and revenue is
recognized at that time, unless customer acceptance is uncertain or significant
deliverables remain. Sales of other products, including printing
plates, are generally recognized at the time of shipment.
OEMs - Product revenue and
any related royalties for products sold to Original Equipment Manufacturers
(“OEM”) are recognized at the time of shipment as installation is not required
and title and risk of loss pass at shipment. OEM contracts do not generally
include price protection or product return rights; however, the Company may
elect, in certain circumstances, to accept returns of product.
Distributors - Revenue for
product sold to distributors, whereby the distributor is responsible for
installation, is recognized at shipment, unless other revenue recognition
criteria have not been met. Revenue for product sold to distributors
under contracts which involve Company installation of equipment is recognized
upon installation, unless end-user customer acceptance is uncertain, significant
deliverables remain, or other revenue recognition criteria have not been
met. Except in cases of contract termination (which may include
limited product return rights), distributor contracts do not generally include
price protection or product return rights; however, the Company may elect, in
certain circumstances, to accept returns of product.
Service and parts
revenue
Revenue
for installation services, including time and material billings, are recognized
as services are rendered. Revenue associated with maintenance or
extended service agreements is recognized ratably over the contract
period. Revenue associated with training and support services is
recognized as services are rendered. Certain fees and other
reimbursements are recognized as revenue when the related services have been
performed or the revenue is otherwise earned.
Leases
The
Company may offer customer financing to assist customers in the acquisition of
Presstek products. At the time a financing transaction is
consummated, which qualifies as a sales-type lease, the Company records
equipment revenue equal to the net present value of future lease
payments. Any remaining balance is recognized as finance income using
the effective interest method over the term of the lease. Leases not
qualifying as sales-type leases are accounted for as operating
leases. The company recognizes revenue from operating leases on an
accrual basis as the rental payments become due.
Multiple element
arrangements
In
accordance with Staff Accounting Bulletin (“SAB”) No. 104 Revenue Recognition (“SAB
104”) and Emerging Issues Task Force (“EITF”) Issue 00-21 Revenue Arrangements with Multiple
Deliverables (“EITF 00-21”), when a sales arrangement contains multiple
elements, such as equipment, consumables or services, revenue is allocated to
each element based on its relative fair value. The fair value of any
undelivered elements, such as warranty, training and services, is deferred until
delivery has occurred or services have been rendered.
Rights of
return
A general
right of return or cancellation does not exist once product is delivered to the
customer; however, the Company may elect, in certain circumstances, to accept
returns of product. Product revenues are recorded net of estimated
returns, which are adjusted periodically, based upon historical rates of
return.
Shipping and
handling
The
Company accounts for shipping and handling fees passed on to customers as
revenue. Shipping and handling costs are reported as components of
cost of revenue (product) and cost of revenue (service and parts).
Allowance
for Doubtful Accounts
The
Company’s accounts receivable are customer obligations due under normal trade
terms, carried at face value less an allowance for doubtful
accounts. The Company evaluates its allowance for doubtful accounts
on an ongoing basis and adjusts for potential credit losses when it determines
that receivables are at risk for collection based upon the length of time
receivables are outstanding, past transaction history and various other
criteria. Receivables are written off against reserves in the period
they are determined to be uncollectible.
Inventory
Valuation
Inventories
are valued at the lower of cost or net realizable value, with cost determined
using the first-in, first-out method. We assess the recoverability of
inventory to determine whether adjustments for impairment are
required.
Inventory
that is in excess of future requirements is written down to its estimated market
value based upon forecasted demand for its products. If actual demand
is less favorable than what has been forecasted by management, additional
inventory write-downs may be required.
Goodwill
and Intangible Assets
Goodwill
and intangible assets with indefinite lives are tested annually for impairment
in accordance with the provisions of SFAS No. 142 Goodwill and Other Intangible Assets
(“SFAS 142”). Intangible assets with estimated lives and other
long-lived assets are reviewed for impairment when events or changes in
circumstances indicate that the carrying amount of an asset or asset group may
not be recoverable in accordance with SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets (“SFAS 144”). Recoverability of
intangible assets with estimated lives and other long-lived assets is measured
by comparison of the carrying amount of an asset or asset group to future net
undiscounted pretax cash flows expected to be generated by the asset or asset
group. If these comparisons indicate that an asset is not
recoverable, the Company will recognize an impairment loss for the amount by
which the carrying value of the asset or asset group exceeds the related
estimated fair value. Estimated fair value is based on either
discounted future pretax operating cash flows or appraised values, depending on
the nature of the asset. The Company determines the discount rate for
this analysis based on the expected internal rate of return of the related
business and does not allocate interest charges to the asset or asset group
being measured. Considerable judgment is required to estimate
discounted future operating cash flows. Judgment is also required in
determining whether an event has occurred that may impair the value of goodwill
or identifiable intangible assets. Factors that could indicate that
an impairment may exist include significant underperformance relative to plan or
long-term projections, strategic changes in business strategy, significant
negative industry or economic trends or a significant decline in our stock price
for a sustained period of time. We must make assumptions about future
cash flows, future operating plans, discount rates and other factors in the
models and valuation reports. To the extent these future projections
and estimates change, the estimated amounts of impairment could differ from
current estimates.
Patents
represent the cost of preparing and filing applications to patent the Company’s
proprietary technologies, in addition to certain patent and license rights
obtained in the Company’s acquisitions or other related
transactions. Such costs are amortized over a period ranging from
five to seven years, beginning on the date the patents or rights are issued or
acquired.
From time
to time, the Company enters into agreements with third parties under which the
party will design and prototype a product incorporating Presstek products and
technology. The capitalized costs associated with rights or
intellectual property under these agreements will be amortized over the
estimated sales life-cycle and future cash flows of the product. The
Company does not amortize capitalized costs related to either patents or
purchased intellectual property until the respective asset has been placed into
service.
The
Company amortizes license agreements and loan origination fees over the term of
the respective agreement.
The
amortizable lives of the Company’s other intangible assets are as
follows:
Trade
names
|
2
– 3 years
|
Customer
relationships
|
10
years
|
Software
licenses
|
3
years
|
Non-compete
covenants
|
5
years
|
Stock-Based
Compensation
Prior to January 1,
2006, we accounted for all of employee and non-employee director stock-based
compensation awards using the intrinsic value method under APB 25, and
provided the required disclosures in accordance with SFAS 123. On
January 1, 2006, we adopted SFAS 123R, using the modified prospective
transition method. We recognize the fair value of stock compensation in our
consolidated financial statements over the requisite service period, generally
on a straight-line basis for time-vested awards. Under the fair value
recognition provisions of SFAS 123R, stock-based compensation cost is measured
at the grant date based on the value of the award and is recognized as expense
over the service period. Further, we have elected under SFAS 123R to recognize
the fair value of awards with pro-rata vesting on a straight-line basis.
Previously, we had followed Accounting Principles Board (APB) Opinion
No. 25, Accounting for
Stock Issued to Employees, and related interpretations, which resulted in
the accounting for employee share options at their intrinsic value in the
consolidated financial statements.
Under SFAS 123R, our stock-based
compensation is affected by our stock price as well as valuation assumptions,
including the volatility of our stock price, expected term of the option,
risk-free interest rate and expected dividends. We utilize the Black-Scholes
valuation model for estimating the fair value on the date of grant of employee
stock options. Prior to January 1, 2006, we used historical volatility to
estimate the grant-date fair value of stock options. Starting on January 1,
2006, we estimated future volatility using a combination of historical and
implied volatility. We believe that a combination of historical and implied
volatility results in a more accurate estimate of the grant-date fair value of
employee stock options because it more appropriately reflects the market's
expectations of future volatility. Any
changes in these assumptions may materially affect the estimated fair value of
the stock-based award.
Accounting
for Income Taxes
The
process of accounting for income taxes involves calculating our current tax
obligation or refund and assessing the nature and measurements of temporary
differences resulting from differing treatment of items for tax and accounting
purposes. These differences and our net operating loss (“NOL”) and credit
carryforwards, result in deferred tax assets and liabilities. In each period, we
assess the likelihood that our deferred tax assets will be recovered from
existing deferred tax liabilities or future taxable income in each jurisdiction.
To the extent we believe that we would not meet the test that recovery is “more
likely than not”, we would establish a valuation allowance. To the extent that
we establish a valuation allowance or change this allowance in a period, we
would adjust our tax provision or tax benefit in the consolidated statement of
operations. We use our judgment to determine our provision or benefit for income
taxes, including estimates associated with uncertain tax positions and any
valuation allowance recorded against our deferred tax assets based on the weight
of all positive and negative factors, including cumulative trends in
profitability.
We have
accumulated U.S. federal and state income tax NOL carryforwards, research and
experimentation tax credit carryforwards and alternative minimum tax credit
carryforwards. In the fourth quarter of 2006, we reversed the valuation
allowance on a deferred tax asset on our balance sheet primarily representing
NOLs from our U.S. operations. Previously, we had recorded a valuation allowance
against deferred tax assets on our balance sheet until it was “more likely than
not” that the tax assets related to either our U.S. or international operations
would be realized.
We assess
our ability to utilize our NOL and tax credit carryforwards in future periods
and record any resulting adjustments that may be required to defer income tax
expense. In addition, we reduce the deferred income tax asset for the benefits
of NOL and tax credit carryforwards utilized currently. The future impact on net
income may therefore be positive or negative, depending on the net result of
such adjustments and charges.
Based
upon a review of historical operating performance through 2007, and our
expectation that we will generate profits in the U.S. and our international
operations in the foreseeable future, we continue to believe it is more likely
than not that the U.S. and international deferred tax assets will be fully
realized.
Recently
Issued Accounting Standards
In June
2006, the Emerging Issues Task Force (“EITF”) reached a consensus on EITF Issue
No. 06-3, How Taxes Collected
from Customers and Remitted to Governmental Authorities Should Be Presented in
the Income Statement (That Is, Gross versus Net Presentation) (“EITF
06-3”). EITF 06-3 is effective for periods beginning after December 15, 2006,
with earlier application permitted. EITF 06-3 requires disclosure of the
accounting policy for any tax assessed by a governmental authority that is
directly imposed on a revenue-producing transaction (i.e., sales, use, value
added) on a gross basis (included in revenues and costs) or net basis (excluded
from revenues and costs). The Company excludes these amounts from its revenues
and costs; accordingly, no additional disclosure will be required.
In
July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes, an interpretation of FASB Statement No. 109 ("FIN 48").
FIN 48 clarifies the accounting for uncertainty in income taxes by
prescribing the recognition threshold a tax position is required to meet before
being recognized in the financial statements. It also provides guidance on
de-recognition, classification, interest and penalties, accounting in interim
periods, disclosure, and transition. FIN 48 was adopted by the Company in
the first quarter of fiscal 2007. The adoption of FIN 48 did not have a material
impact on the consolidated results of operations and financial
condition.
In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements
("SFAS 157"). SFAS 157 provides guidance for using fair value to
measure assets and liabilities. It also responds to investors' requests for
expanded information about the extent to which companies measure assets and
liabilities at fair value, the information used to measure fair value, and the
effect of fair value measurements on earnings. SFAS 157 applies whenever
other standards require (or permit) assets or liabilities to be measured at fair
value, and does not expand the use of fair value in any new circumstances.
SFAS 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007 and is required to be adopted by the
Company in fiscal 2008. The Company is currently evaluating the effect that the
adoption of SFAS 157 will have on its consolidated results of operations
and financial condition but does not expect it to have a material
impact.
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 159"). SFAS 159 permits entities to choose to measure many
financial instruments and certain other items at fair value. SFAS 159 is
effective for fiscal years beginning after November 15, 2007. Early adoption is
permitted, provided the entity also elects to apply the provisions of SFAS 157.
The Company is currently evaluating the effect that the adoption of
SFAS 159 will have on its consolidated results of operations and financial
condition but does not expect it to have a material impact.
In
June 2007, the FASB also ratified EITF 07-3, Accounting for Nonrefundable Advance
Payments for Goods or Services Received for Use in Future Research and
Development Activities ("EITF 07-3"). EITF 07-3 requires that
nonrefundable advance payments for goods or services that will be used or
rendered for future research and development activities be deferred and
capitalized and recognized as an expense as the goods are delivered or the
related services are performed. EITF 07-3 is effective, on a prospective basis,
for fiscal years beginning after December 15, 2007 and will be adopted by
the Company in the first quarter of fiscal 2008. The Company does not expect the
adoption of EITF 07-3 to have a material effect on its consolidated results of
operations and financial condition.
In
December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations
("SFAS 141R"). SFAS 141R establishes principles and requirements for
how an acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, any noncontrolling
interest in the acquiree and the goodwill acquired. SFAS 141R also
establishes disclosure requirements to enable the evaluation of the nature and
financial effects of the business combination. SFAS 141R is effective as of
the beginning of an entity's fiscal year that begins after December 15,
2008, and will be adopted by the Company in the first quarter of fiscal 2009.
The Company will apply SFAS 141R prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008.
Also in
December 2007, the FASB issued Statement No. 160, Non-controlling Interests in
Consolidated Financial Statements (“SFAS 160”), which is effective
for fiscal years beginning after December 15, 2008. This statement requires
all entities to report non-controlling (minority) interests in subsidiaries in
the same manner– as equity in the consolidated financial statements. This
eliminates the diversity that currently exists in accounting for transactions
between an entity and non-controlling interests by requiring that they be
treated as equity transactions. The Company will be required to adopt the
provisions of SFAS 160 in the first quarter of 2009 and is currently
evaluating the impact of such adoption on its Consolidated Financial
Statements.
Off-Balance
Sheet Arrangements
We do not
participate in transactions that generate relationships with unconsolidated
entities or financial partnerships, such as entities often referred to as
structured finance or special purpose entities (“SPEs”), which would have been
established for the purpose of facilitating off-balance sheet arrangements or
other contractually narrow or limited purpose. As of December 29,
2007, we were not involved in any unconsolidated SPE transactions.
Item 7A. Quantitative and
Qualitative Disclosures About Market Risk
We are
exposed to a variety of market risks, including changes in interest rates
primarily as a result of our borrowing activities, commodity price risk, and to
a lesser extent, our investing activities and foreign currency
fluctuations. The Company has established procedures to manage its
fluctuations in interest rates and foreign currency exchange rates.
Our
long-term borrowings are in variable rate instruments, with interest rates tied
to either the Prime Rate or the LIBOR. A 100 basis point change in
these rates would have an impact of approximately $0.1 million on our annual
interest expense, assuming consistent levels of floating rate debt with those
held at the end of fiscal 2007.
Commodity
price movements create a market risk by affecting the price we must pay for
certain raw materials. The Company purchases aluminum for use in
manufacturing consumables products and is embedded in certain components we
purchase from major suppliers. From time to time, we enter into
agreements with certain suppliers to manage price risks within a specified range
of prices; however, our suppliers generally pass on significant
commodity
price changes to us in the form of revised prices on future
purchases. In general, the Company has not used commodity forward or
option contracts to manage this market risk.
The
Company operates foreign subsidiaries in Canada and Europe and is exposed to
foreign currency exchange rate risk inherent in our sales commitments,
anticipated sales, anticipated purchases and assets and liabilities denominated
in currencies other than the U.S. dollar. Presstek routinely
evaluates whether the foreign exchange risk associated with its foreign currency
exposures acts as a natural foreign currency hedge for other offsetting amounts
denominated in the same currency. In general, the Company does not
hedge the net assets or net income of its foreign subsidiaries. In
addition, certain key customers and strategic partners are not located in the
United States. As a result, these parties may be subject to
fluctuations in foreign exchange rates. If their home country
currency were to decrease in value relative to the United States dollar, their
ability to purchase and market our products could be adversely affected and our
products may become less competitive to them. This may have an
adverse impact on our business. Likewise, certain major suppliers are
not located in the United States and thus, such suppliers are subject to foreign
exchange rate risks in transactions with us. Decreases in the value
of their home country currency, versus that of the United States dollar, could
cause fluctuations in supply pricing which could have an adverse effect on our
business.
PART
II
Item 8. Financial Statements and
Supplementary Data
|
Page
|
|
|
Reports
of Independent Registered Public Accounting Firms
|
54 |
Consolidated
Balance Sheets as of December 29, 2007 and December 30,
2006
|
56 |
Consolidated
Statements of Operations for the fiscal years ended December 29, 2007,
December 30, 2006 and December 31, 2005
|
57 |
Consolidated
Statements of Changes in Stockholders’ Equity and Comprehensive Income for
the fiscal years ended December 29, 2007, December 30, 2006 and December
31, 2005
|
58 |
Consolidated
Statements of Cash Flows for the fiscal years ended December 29, 2007,
December 30, 2006 and December 31, 2005
|
59 |
Notes
to Consolidated Financial Statements
|
60 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Board of Directors and Stockholders
Presstek,
Inc.:
We
have audited the accompanying consolidated balance sheets as of December 29,
2007 and December 30, 2006 of Presstek, Inc. and subsidiaries (the Company) and
the related consolidated statements of operations, changes in stockholders’
equity and comprehensive income, and cash flows for each of the years ended
December 29, 2007 and December 30, 2006. In connection with our audits of the
consolidated financial statements, we also have audited financial statement
schedule II. These consolidated financial statements and financial statement
schedule are the responsibility of the Company’s management. Our responsibility
is to express an opinion on these consolidated financial statements and
financial statement 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 are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. 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 the Company as of
December 29, 2007 and December 30, 2006, and the results of their
operations and their cash flows for each of the years ended December 29, 2007
and December 30, 2006, in conformity with U.S. generally accepted
accounting principles. Also in our opinion, the related financial statement
schedule II, when considered in relation to the basic consolidated financial
statements taken as a whole, present fairly, in all material respects, the
information set forth therein.
We
also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the Company’s internal control over
financial reporting as of December 29, 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 April 30,
2008 expressed an adverse opinion on the effectiveness of the Company’s internal
control over financial reporting.
/s/ KPMG LLP
Boston,
Massachusetts
April
30, 2008
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Stockholders
Presstek,
Inc.
Hudson,
New Hampshire
We have
audited the accompanying consolidated balance sheets of Presstek, Inc. and its
subsidiaries as of December 31, 2005 and the related consolidated statements of
income, changes in stockholders’ equity and comprehensive income and cash flows
for the fiscal years ended December 31, 2005 and January 1, 2005. We
have also audited the accompanying financial statement Schedule II for the years
then ended. These consolidated financial statements and schedule are
the responsibility of the Company’s management. Our responsibility is to express
an opinion on these consolidated 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 consolidated 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 consolidated financial statements
and schedule. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall presentation of the consolidated 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 Presstek, Inc. and its
subsidiaries at December 31, 2005 and the results of their operations and their
cash flows for the fiscal years ended December 31, 2005 and January 1, 2005 in
conformity with accounting principles generally accepted in the United States of
America. Also in our opinion, the related financial statements
schedule, when considered in relation to the basic financial statements taken as
a whole, presents fairly, in all material respects, the information set forth
therein.
Also, in
our opinion, the schedule presents fairly, in all material respects, the
information set forth therein.
/s/ BDO Seidman,
LLP
BDO Seidman, LLP
Boston,
Massachusetts
March 16,
2006, except for the effects of the
discontinued
operation as to which the date is April 24, 2007
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
|
|
|
|
|
|
|
|
|
PRESSTEK,
INC. AND SUBSIDIARIES
|
|
CONSOLIDATED
BALANCE SHEETS
|
|
(in
thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
December
29,
|
|
December
30,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$ |
13,249 |
|
|
$ |
9,449 |
|
Accounts
receivable, net
|
|
|
42,879 |
|
|
|
53,158 |
|
Inventories,
net
|
|
|
49,084 |
|
|
|
46,050 |
|
Assets
of discontinued operations
|
|
|
15 |
|
|
|
3,321 |
|
Deferred
income taxes
|
|
|
6,740 |
|
|
|
4,162 |
|
Other
current assets
|
|
|
4,666 |
|
|
|
2,600 |
|
Total
current assets
|
|
|
116,633 |
|
|
|
118,740 |
|
|
|
|
|
|
|
|
|
|
Property,
plant and equipment, net
|
|
|
38,023 |
|
|
|
42,194 |
|
Intangible
assets, net
|
|
|
6,287 |
|
|
|
8,741 |
|
Goodwill
|
|
|
19,891 |
|
|
|
20,280 |
|
Deferred
income taxes
|
|
|
11,124 |
|
|
|
7,515 |
|
Other
noncurrent assets
|
|
|
869 |
|
|
|
544 |
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$ |
192,827 |
|
|
$ |
198,014 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
|
|
Current
portion of long-term debt and capital lease obligation
|
|
$ |
7,035 |
|
|
$ |
7,037 |
|
Line
of credit
|
|
|
20,000 |
|
|
|
15,000 |
|
Accounts
payable
|
|
|
18,603 |
|
|
|
27,126 |
|
Accrued
expenses
|
|
|
23,713 |
|
|
|
10,471 |
|
Deferred
revenue
|
|
|
7,196 |
|
|
|
7,901 |
|
Liabilities
of discontinued operations
|
|
|
888 |
|
|
|
3,707 |
|
Total
current liabilities
|
|
|
77,435 |
|
|
|
71,242 |
|
|
|
|
|
|
|
|
|
|
Long-term
debt and capital lease obligation, less current portion
|
|
|
8,500 |
|
|
|
15,535 |
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
85,935 |
|
|
|
86,777 |
|
|
|
|
|
|
|
|
|
|
Commitments
and contingencies (See Note 19)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
equity
|
|
|
|
|
|
|
|
|
Preferred
stock, $0.01 par value, 1,000,000 shares authorized, no shares
issued
|
|
|
- |
|
|
|
- |
|
Common
stock, $0.01 par value, 75,000,000 shares authorized, 36,565,474
and
|
|
35,662,318
shares issued and outstanding at December 29, 2007 and
|
|
|
|
|
|
December
30, 2006, respectively
|
|
|
366 |
|
|
|
357 |
|
Additional
paid-in capital
|
|
|
115,884 |
|
|
|
108,769 |
|
Accumulated
other comprehensive income
|
|
|
1,032 |
|
|
|
297 |
|
Retained
earnings (accumulated deficit)
|
|
|
(10,390 |
) |
|
|
1,814 |
|
Total
stockholders' equity
|
|
|
106,892 |
|
|
|
111,237 |
|
|
|
|
|
|
|
|
|
|
Total
liabilities and stockholders' equity
|
|
$ |
192,827 |
|
|
$ |
198,014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these consolidated financial
statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PRESSTEK,
INC. AND SUBSIDIARIES
|
|
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
|
(in
thousands, except per-share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal
year ended
|
|
|
|
|
December
29,
|
|
|
December
30,
|
|
|
December
31,
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
|
|
$ |
215,875 |
|
|
$ |
220,724 |
|
|
$ |
210,613 |
|
|
Service
and parts
|
|
|
38,968 |
|
|
|
44,970 |
|
|
|
48,521 |
|
|
Total
revenue
|
|
|
254,843 |
|
|
|
265,694 |
|
|
|
259,134 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
|
|
|
152,545 |
|
|
|
154,250 |
|
|
|
143,952 |
|
|
Service
and parts
|
|
|
31,622 |
|
|
|
32,466 |
|
|
|
32,862 |
|
|
Total
cost of revenue
|
|
|
184,167 |
|
|
|
186,716 |
|
|
|
176,814 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
|
|
70,676 |
|
|
|
78,978 |
|
|
|
82,320 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research
and development
|
|
|
6,217 |
|
|
|
6,409 |
|
|
|
7,335 |
|
|
Sales,
marketing and customer support
|
|
|
39,870 |
|
|
|
39,970 |
|
|
|
40,241 |
|
|
General
and administrative
|
|
|
34,211 |
|
|
|
19,938 |
|
|
|
20,970 |
|
|
Amortization
of intangible assets
|
|
|
2,408 |
|
|
|
2,980 |
|
|
|
2,595 |
|
|
Restructuring
and other charges
|
|
|
2,714 |
|
|
|
5,481 |
|
|
|
874 |
|
|
Total
operating expenses
|
|
|
85,420 |
|
|
|
74,778 |
|
|
|
72,015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income (loss)
|
|
|
(14,744 |
) |
|
|
4,200 |
|
|
|
10,305 |
|
Interest
and other income (expense), net
|
|
|
(2,424 |
) |
|
|
(1,826 |
) |
|
|
(2,220 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(loss) from continuing operations before income taxes
|
|
|
(17,168 |
) |
|
|
2,374 |
|
|
|
8,085 |
|
Provision
(benefit) for income taxes
|
|
|
(5,018 |
) |
|
|
(10,643 |
) |
|
|
1,164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(loss) from continuing operations
|
|
|
(12,150 |
) |
|
|
13,017 |
|
|
|
6,921 |
|
Loss
from discontinued operations, net of income taxes
|
|
|
(54 |
) |
|
|
(3,273 |
) |
|
|
(835 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
$ |
(12,204 |
) |
|
$ |
9,744 |
|
|
$ |
6,086 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
(loss) per common share - basic
|
|
|
|
|
|
|
|
|
|
|
Income
(loss) from continuing operations
|
|
$ |
(0.34 |
) |
|
$ |
0.36 |
|
|
$ |
0.20 |
|
|
Loss
from discontinued operations
|
|
|
(0.00 |
) |
|
|
(0.09 |
) |
|
|
(0.03 |
) |
|
|
|
$ |
(0.34 |
) |
|
$ |
0.27 |
|
|
$ |
0.17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
(loss) per common share - diluted
|
|
|
|
|
|
|
|
|
|
|
Income
(loss) from continuing operations
|
|
$ |
(0.34 |
) |
|
$ |
0.36 |
|
|
$ |
0.19 |
|
|
Loss
from discontinued operations
|
|
|
(0.00 |
) |
|
|
(0.09 |
) |
|
|
(0.02 |
) |
|
|
|
$ |
(0.34 |
) |
|
$ |
0.27 |
|
|
$ |
0.17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding - basic
|
|
|
36,199 |
|
|
|
35,565 |
|
|
|
35,153 |
|
|
Dilutive
effect of stock options
|
|
|
- |
|
|
|
291 |
|
|
|
419 |
|
|
Weighed
average shares outstanding - diluted
|
|
|
36,199 |
|
|
|
35,856 |
|
|
|
35,572 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these consolidated financial
statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PRESSTEK,
INC. AND SUBSIDIARIES
|
|
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
|
|
AND
COMPREHENSIVE INCOME
|
|
(in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
Retained
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
other
|
|
|
earnings
|
|
|
|
|
|
|
Common
stock
|
|
|
paid-in
|
|
|
comprehensive
|
|
|
(accumulated
|
|
|
|
|
Shares
|
|
|
Par
value
|
|
|
capital
|
|
|
income
(loss)
|
|
deficit)
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,897 |
|
|
|
349 |
|
|
|
102,962 |
|
|
|
107 |
|
|
|
(14,016 |
) |
|
$ |
89,402 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock
|
|
|
469 |
|
|
|
5 |
|
|
|
3,306 |
|
|
|
- |
|
|
|
- |
|
|
|
3,311 |
|
Foreign
currency translation adjustments
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(166 |
) |
|
|
- |
|
|
|
(166 |
) |
Net
income (loss)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
6,086 |
|
|
|
6,086 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2005
|
|
|
35,366 |
|
|
|
354 |
|
|
|
106,268 |
|
|
|
(59 |
) |
|
|
(7,930 |
) |
|
|
98,633 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock
|
|
|
296 |
|
|
|
3 |
|
|
|
2,127 |
|
|
|
- |
|
|
|
- |
|
|
|
2,130 |
|
Foreign
currency translation adjustments
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
356 |
|
|
|
- |
|
|
|
356 |
|
Share
based compensation under SFAS No. 123(R)
|
|
|
- |
|
|
|
- |
|
|
|
374 |
|
|
|
- |
|
|
|
- |
|
|
|
374 |
|
Net
income (loss)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
9,744 |
|
|
|
9,744 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 30, 2006
|
|
|
35,662 |
|
|
|
357 |
|
|
|
108,769 |
|
|
|
297 |
|
|
|
1,814 |
|
|
|
111,237 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock
|
|
|
903 |
|
|
|
9 |
|
|
|
3,126 |
|
|
|
- |
|
|
|
- |
|
|
|
3,135 |
|
Foreign
currency translation adjustments
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
735 |
|
|
|
- |
|
|
|
735 |
|
Share
based compensation under SFAS No. 123(R)
|
|
|
- |
|
|
|
- |
|
|
|
3,989 |
|
|
|
- |
|
|
|
- |
|
|
|
3,989 |
|
Net
income (loss)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(12,204 |
) |
|
|
(12,204 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 29, 2007
|
|
|
36,565 |
|
|
$ |
366 |
|
|
$ |
115,884 |
|
|
$ |
1,032 |
|
|
$ |
(10,390 |
) |
|
$ |
106,892 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
income (loss) is calculated as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
29,
|
|
December
30,
|
|
December
31,
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
|
|
|
|
$ |
(12,204 |
) |
|
$ |
9,744 |
|
|
$ |
6,086 |
|
|
|
|
|
|
|
|
|
Adjustments
to accumulated other comprehensive income
|
|
|
735 |
|
|
|
356 |
|
|
|
(166 |
) |
|
|
|
|
|
|
|
|
Comprehensive
income (loss)
|
|
|
|
|
|
$ |
(11,469 |
) |
|
$ |
10,100 |
|
|
$ |
5,920 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these consolidated financial
statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PRESSTEK,
INC. AND SUBSIDIARIES
|
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|
(in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal
year ended
|
|
|
|
|
December
29,
|
|
December
30,
|
|
December
31,
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
$ |
(12,204 |
) |
|
$ |
9,744 |
|
|
$ |
6,086 |
|
|
Add
loss from discontinued operations
|
|
|
54 |
|
|
|
3,273 |
|
|
|
835 |
|
|
Income
(loss) from continuing operations
|
|
|
(12,150 |
) |
|
|
13,017 |
|
|
|
6,921 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
to reconcile net income (loss) to net cash provided by operating
activities:
|
|
|
|
|
|
|
Depreciation
|
|
|
6,959 |
|
|
|
6,964 |
|
|
|
8,132 |
|
|
Amortization
of intangible assets
|
|
|
2,408 |
|
|
|
2,953 |
|
|
|
2,595 |
|
|
Restructuring
and other charges
|
|
|
- |
|
|
|
5,481 |
|
|
|
874 |
|
|
Provision
for warranty costs
|
|
|
3,517 |
|
|
|
3,400 |
|
|
|
1,558 |
|
|
Provision
for accounts receivable allowances
|
|
|
2,092 |
|
|
|
391 |
|
|
|
1,604 |
|
|
Stock
compensation expense
|
|
|
3,989 |
|
|
|
374 |
|
|
|
148 |
|
|
Deferred
income taxes
|
|
|
(6,187 |
) |
|
|
(11,677 |
) |
|
|
715 |
|
|
Loss
on disposal of assets
|
|
|
572 |
|
|
|
72 |
|
|
|
153 |
|
|
Changes
in operating assets and liabilities, net of effects from business
acquisitions and divestures:
|
|
|
Accounts
receivable
|
|
|
7,690 |
|
|
|
(10,947 |
) |
|
|
(8,588 |
) |
|
Inventories
|
|
|
(3,039 |
) |
|
|
2,214 |
|
|
|
(7,707 |
) |
|
Other
current assets
|
|
|
(2,066 |
) |
|
|
(1,445 |
) |
|
|
214 |
|
|
Other
noncurrent assets
|
|
|
98 |
|
|
|
39 |
|
|
|
(43 |
) |
|
Accounts
payable
|
|
|
(8,528 |
) |
|
|
9,163 |
|
|
|
7,516 |
|
|
Accrued
expenses
|
|
|
7,482 |
|
|
|
(6,522 |
) |
|
|
(3,390 |
) |
|
Restructuring
and other charges
|
|
|
2,714 |
|
|
|
- |
|
|
|
- |
|
|
Deferred
revenue
|
|
|
(738 |
) |
|
|
(692 |
) |
|
|
(1,940 |
) |
|
Net
cash provided by operating activities
|
|
|
4,813 |
|
|
|
12,785 |
|
|
|
8,762 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing
activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase
of property, plant and equipment
|
|
|
(3,046 |
) |
|
|
(4,033 |
) |
|
|
(6,100 |
) |
|
Business
acquisitions, net of cash acquired
|
|
|
(119 |
) |
|
|
(832 |
) |
|
|
(3,467 |
) |
|
Investment
in patents and other intangible assets
|
|
|
(204 |
) |
|
|
(2,791 |
) |
|
|
(2,176 |
) |
|
Proceeds
from the sale of long-lived assets
|
|
|
- |
|
|
|
- |
|
|
|
124 |
|
|
Net
cash used in investing activities
|
|
|
(3,369 |
) |
|
|
(7,656 |
) |
|
|
(11,619 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing
activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
proceeds from issuance of common stock
|
|
|
3,135 |
|
|
|
2,130 |
|
|
|
3,113 |
|
|
Repayments
of term loan and capital lease
|
|
|
(7,037 |
) |
|
|
(7,035 |
) |
|
|
(5,503 |
) |
|
Net
borrowings (repayments) under line of credit agreement
|
|
|
5,000 |
|
|
|
8,964 |
|
|
|
(786 |
) |
|
Net
cash provided by (used in) financing activities
|
|
|
1,098 |
|
|
|
4,059 |
|
|
|
(3,176 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
provided by (used in) discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
activities
|
|
|
434 |
|
|
|
(4,531 |
) |
|
|
2,968 |
|
|
Investing
activities
|
|
|
- |
|
|
|
(396 |
) |
|
|
(29 |
) |
|
Financing
activities
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Net
cash provided by (used in) discontinued operations
|
|
|
434 |
|
|
|
(4,927 |
) |
|
|
2,939 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect
of exchange rate changes on cash and cash equivalents
|
|
|
824 |
|
|
|
(427 |
) |
|
|
(30 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash and cash equivalents
|
|
|
3,800 |
|
|
|
3,834 |
|
|
|
(3,124 |
) |
Cash
and cash equivalents, beginning of period
|
|
|
9,449 |
|
|
|
5,615 |
|
|
|
8,739 |
|
Cash
and cash equivalents, end of period
|
|
$ |
13,249 |
|
|
$ |
9,449 |
|
|
$ |
5,615 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosure of cash flow information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid for interest
|
|
$ |
3,106 |
|
|
$ |
2,364 |
|
|
$ |
2,459 |
|
|
Cash
paid for income taxes
|
|
$ |
236 |
|
|
$ |
1,252 |
|
|
$ |
327 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these consolidated financial
statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PRESSTEK,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
Presstek,
Inc. and subsidiaries (“Presstek”, the “Company”, “we”) is a market-focused
company primarily engaged in the design, manufacture, sales and service of
high-technology digital imaging solutions to the graphic arts industry
worldwide. We are helping to lead the industry’s transformation from
analog print production methods to digital imaging technology. We are
a leader in the development of advanced printing systems using digital imaging
equipment and consumables-based solutions that economically benefit the user
through a streamlined workflow and chemistry free, environmentally responsible
operation. We are also a leading sales and service channel in the
small to mid-sized commercial, quick and in-plant printing markets offering a
wide range of solutions to over 20,000 customers worldwide.
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
and Basis of Presentation
The
consolidated financial statements include the accounts of the Company and its
subsidiaries. All significant intercompany accounts and transactions
have been eliminated.
The
Company has made certain organizational realignments in order to more closely
align its financial reporting with its current business
structure. During December 2006, the Company terminated
production in South Hadley, Massachusetts of Precision-branded analog plates
used in newspaper applications (the “analog newspaper
business”). Accordingly, the financial results of the analog
newspaper business are reported as discontinued operations.
The
Company’s operations are currently organized into two business segments:
Presstek and Lasertel. The Presstek segment is primarily engaged in
the development, manufacture, sale and servicing of the Company’s patented
digital imaging systems and patented printing plate technologies as well as
traditional, analog systems and related equipment and supplies for the graphic
arts and printing industries, primarily serving the short-run, full-color market
segment. The Lasertel segment manufactures and develops high-powered
laser diodes and related laser products for the Presstek segment and for sale to
external customers.
The
Company operates and reports on a 52- or 53-week fiscal year ending on the
Saturday closest to December 31. Accordingly, the financial
statements presented herein include the financial results for the 52-week fiscal
year ended December 29, 2007 (“fiscal 2007”), the 52-week fiscal year ended
December 30, 2006 (“fiscal 2006”) and the 52-week fiscal year ended December 31,
2005 (“fiscal 2005”).
Use of
Estimates
The
Company prepares its financial statements in accordance with U.S. generally
accepted accounting principles (“U.S. GAAP”). The preparation of
these financial statements requires management to make estimates and assumptions
that affect reported amounts and related disclosures. Management
believes the most judgmental
estimates
include those related to product returns; warranty obligations; allowance for
doubtful accounts; slow-moving and obsolete inventories; income taxes; the
valuation of goodwill, intangible assets, long-lived assets and deferred tax
assets; stock-based compensation; and litigation. The Company bases its
estimates and judgments on historical experience and various other appropriate
factors, the results of which form the basis for making judgments about the
carrying values of assets and liabilities and the amounts of revenues and
expenses that are not readily apparent from other sources. Actual
results could differ from those estimates.
Revenue
Recognition
The
Company recognizes revenue principally from the sale of products (equipment,
consumables, laser diodes) and services (equipment maintenance contracts,
installation, training, support, and spare parts). Revenue is
recognized when persuasive evidence of a sales arrangement exists, delivery has
occurred or services have been rendered, the price to the customer is fixed or
determinable and collection is reasonably assured. In accordance with
Staff Accounting Bulletin (“SAB”) No. 104 Revenue Recognition (“SAB
104”) and Emerging Issues Task Force (“EITF”) Issue 00-21 Revenue Arrangements with Multiple
Deliverables (“EITF 00-21”), when a sales arrangement contains multiple
elements, such as equipment and services, revenue is allocated to each element
based on its relative fair value. Amounts invoiced to customers in
excess of revenue recognized are recorded as deferred revenue until all revenue
recognition criteria are met.
Product
revenue
End-Users - Under the Company’s standard
terms and conditions of sale of equipment, title and risk of loss are
transferred to end-user customers upon completion of installation and revenue is
recognized at that time, unless customer acceptance is uncertain or significant
deliverables remain. Sales of other products, including printing
plates, are generally recognized at the time of shipment.
OEMs - Product revenue and
any related royalties for products sold to Original Equipment Manufacturers
(“OEM”) are recognized at the time of shipment as installation is not required
and title and risk of loss pass at shipment. OEM contracts do not generally
include price protection or product return rights; however, the Company may
elect, in certain circumstances, to accept returns of product.
Distributors - Revenue for
product sold to distributors, whereby the distributor is responsible for
installation, is recognized at shipment, unless other revenue recognition
criteria have not been met. Revenue for product sold to distributors
under contracts which involve Company installation of equipment is recognized
upon installation, unless end-user customer acceptance is uncertain, significant
deliverables remain, or other revenue recognition criteria have not been
met. Except in cases of contract termination (which may include
limited product return rights), distributor contracts do not generally include
price protection or product return rights; however, the Company may elect, in
certain circumstances, to accept returns of product.
Service and parts
revenue
Revenue
for installation services, including time and material billings, are recognized
as services are rendered. Revenue associated with maintenance or
extended service agreements is recognized ratably over the contract
period. Revenue associated with training and support services is
recognized as services are rendered. Certain fees and other
reimbursements are recognized as revenue when the related services have been
performed or the revenue is otherwise earned.
Leases
The
Company may offer customer financing to assist customers in the acquisition of
Presstek products. At the time a financing transaction is
consummated, which qualifies as a sales-type lease, the Company records
equipment revenue equal to the net present value of future lease
payments. Any remaining balance is recognized as finance income using
the effective interest method over the term of the lease. Leases not
qualifying as sales-type leases are accounted for as operating
leases. The company recognizes revenue from operating leases on an
accrual basis as the rental payments become due.
Multiple element
arrangements
In
accordance with Staff Accounting Bulletin (“SAB”) No. 104 Revenue Recognition (“SAB
104”) and Emerging Issues Task Force (“EITF”) Issue 00-21 Revenue Arrangements with Multiple
Deliverables (“EITF 00-21”), when a sales arrangement contains multiple
elements, such as equipment, consumables or services, revenue is allocated to
each element based on its relative fair value. The fair value of any
undelivered elements, such as warranty, training and services, is deferred until
delivery has occurred or services have been rendered.
Rights of
return
A general
right of return or cancellation does not exist once product is delivered to the
customer; however, the Company may elect, in certain circumstances, to accept
returns of product. Product revenues are recorded net of estimated
returns, which are adjusted periodically, based upon historical rates of
return.
Shipping and
handling
The
Company accounts for shipping and handling fees passed on to customers as
revenue. Shipping and handling costs are reported as components of
cost of revenue (product) and cost of revenue (service and parts).
Fair Value of Financial
Instruments
The
carrying values of cash equivalents, accounts receivable and accounts payable
approximate fair value due to the short-term maturity of these
instruments. The carrying amounts of the Company’s bank borrowings
under its credit agreement, approximate fair value because the interest rates
are based on floating rates identified by reference to market
rates. The carrying amount of the Company’s capital lease
approximates fair value because the amount financed is equivalent to the fair
value of the long-lived asset acquired in the transaction. At both
December 29, 2007 and December 30, 2006, the fair value of the Company’s
long-term debt approximated carrying value.
Cash and Cash
Equivalents
Cash and
cash equivalents include savings deposits, certificates of deposit and money
market funds that have original maturities of three months or less and are
classified as cash equivalents.
Concentration of Credit
Risk
Financial
instruments that potentially subject the Company to concentrations of credit
risk consist primarily of cash equivalents and accounts
receivable. The Company may invest in high-quality money market
instruments, securities of the U.S. government, and high-quality corporate
issues. Accounts receivable are generally unsecured and are derived
from the Company’s customers located around the world. The Company
performs ongoing credit evaluations of its customers and maintains an allowance
for doubtful accounts.
Accounts Receivable, Net of
Allowances
The
Company’s accounts receivable are customer obligations due under normal trade
terms, carried at face value less allowances for doubtful accounts and sales
returns. The Company evaluates its allowances on an ongoing basis and
adjusts for potential uncollectible amounts when it determines that receivables
are at risk for collection based upon the length of time receivables are
outstanding, past transaction history and various other
criteria. Receivables are written off against the allowance in the
period they are determined to be uncollectible.
Inventories,
Net
Inventories
include material, direct labor and related manufacturing overhead, and are
stated at the lower of cost (determined on a first-in, first-out basis) or net
realizable value. The Company assesses the recoverability of
inventory to determine whether adjustments for impairment are
required. Inventory that is in excess of future requirements is
written down to its estimated market value based upon forecasted demand for its
products. If actual demand is less favorable than what has been
forecasted by management, additional inventory impairments may be
required.
Property, Plant and
Equipment, Net
Property,
plant and equipment are stated at cost and are depreciated using a straight-line
method over their respective estimated useful lives. Leasehold
improvements are amortized over the shorter of the remaining term of the lease
or the life of the related asset. The estimated useful lives assigned
to the Company’s other property, plant and equipment categories are as
follows:
Buildings
and improvements
|
25
– 30 years
|
Production
equipment and other
|
5
– 10 years
|
Office
furniture and equipment
|
3
– 7 years
|
The
Company periodically reviews the remaining lives of property, plant and
equipment as a function of the original estimated lives assigned to these assets
for purposes of recording appropriate depreciation expense. Factors
that could impact the estimated useful life of a fixed asset, in addition to
physical deterioration from the passage of time and depletion, include, but are
not limited to, plans of the enterprise and anticipated use of the
assets.
Acquisitions
In
accordance with the purchase method of accounting and Statement of Financial
Accounting Standard No. 141 Business Combinations (“SFAS
141”), the fair values of assets acquired and liabilities assumed are determined
and recorded as of the date of the acquisition. Costs to acquire the
business, including transaction costs, are allocated to the fair value of net
assets acquired. Any excess of the purchase price over the estimated
fair value of the net assets acquired is recorded as goodwill.
As part
the allocation of purchase price, the Company records liabilities, including
lease termination costs and certain employee severance costs, in accordance with
Emerging Issues Task Force Issue No. 95-3, Recognition of Liabilities in
Connection with a Purchase Business Combination. Throughout
the allocation period, these accruals are reviewed and adjusted for changes in
cost and timing assumptions.
Intangible Assets and
Goodwill
Intangible
assets consist of patents, intellectual property, license agreements and certain
identifiable intangible assets resulting from business combinations, including
trade names, customer relationships, non-compete covenants, software licenses
and loan origination fees.
Patents
represent the cost of preparing and filing applications to patent the Company’s
proprietary technologies, in addition to certain patent and license rights
obtained in the Company’s acquisitions or other related
transactions. Such costs are amortized over a period ranging from
five to seven years, beginning on the date the patents or rights are issued or
acquired.
From time
to time, the Company enters into agreements with third parties under which the
party will design and prototype a product incorporating Presstek products and
technology. The capitalized costs associated with rights or
intellectual property under these agreements will be amortized over the
estimated sales life-cycle and future cash flows of the product. The
Company does not amortize capitalized costs related to either patents or
purchased intellectual property until the respective asset has been placed into
service.
At
December 29, 2007 and December 30, 2006, the Company had recorded $0.5 million
and $0.7 million, of costs related to patents and intellectual property not yet
in service.
The
Company amortizes license agreements and loan origination fees over the term of
the respective agreement.
The
amortizable lives of the Company’s other intangible assets are as
follows:
Trade
names
|
2
– 3 years
|
Customer
relationships
|
10
years
|
Software
licenses
|
3
years
|
Non-compete
covenants
|
5
years
|
Goodwill
is recorded when the consideration paid for acquisitions exceeds the fair value
of net tangible and identifiable intangible assets acquired. In
accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142,
Goodwill and Other Intangible
Assets (“SFAS 142”), goodwill is not amortized, but rather, is tested at
least annually for impairment at the reporting unit level. The
Company has recorded goodwill aggregating $19.9 million and $20.3 million at
December 29, 2007 and December 30, 2006, respectively, related to the ABDick and
Precision acquisitions.
Impairment of Goodwill and
Long-Lived Assets
In
accordance with the provisions of SFAS 142, goodwill and intangible assets with
indefinite lives are tested at least annually, on the first day of the third
quarter, for impairment unless a triggering event occurs. The
Company’s impairment review is based on a fair value test. The
Company uses its judgment in assessing whether assets may have become impaired
between annual impairment tests. Indicators such as unexpected
adverse business conditions, economic factors, unanticipated technological
change or competitive activities, loss of key personnel and acts by governments
and courts may signal that an asset has been impaired. Should the
fair value of goodwill, as determined by the Company at any measurement date,
fall below its carrying value, a charge for impairment of goodwill will be
recorded in the period.
Intangible
assets with estimated lives and other long-lived assets are reviewed for
impairment when events or changes in circumstances indicate that the carrying
amount of an asset or asset group may not be recoverable in accordance with SFAS
No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets (“SFAS
144”). Recoverability of intangible assets with estimated lives and
other long-lived assets is measured by comparison of the carrying amount of an
asset or asset group to future net undiscounted pretax cash flows expected to be
generated by the asset or asset group. If these comparisons indicate
that an asset is not recoverable, the Company will recognize an impairment loss
for the amount by which the carrying value of the asset or asset group exceeds
the related estimated fair value. Estimated fair value is based on
either discounted future pretax operating cash flows or appraised values,
depending on the nature of the asset. The Company determines the
discount rate for this analysis based on the expected internal rate of return of
the related business and does not allocate interest charges to the asset or
asset group being measured. Considerable judgment is required to
estimate discounted future operating cash flows.
Product
Warranties
The Company warrants its products
against defects in material and workmanship for various periods generally from a
period of ninety days to one year from the date of installation or
shipment. The Company’s typical warranties require it to repair or
replace defective products during the warranty period at no cost to the
customer. The Company provides for the estimated cost of product
warranties, based on historical experience, at the time revenue is
recognized. The Company periodically assesses the adequacy of its
recorded warranty liability and adjusts the amounts as necessary. The
estimated liability for product warranties could differ materially from future
actual warranty costs.
Claims and
Litigation
The
Company evaluates claims for damages and records its estimate of liabilities
when such liabilities are considered probable and an amount or range can
reasonably be estimated. Expected legal costs such as outside counsel fees and
expenses are excluded in the estimates of claim liabilities and are accrued for
separately as expenses are incurred.
Research and Development
Costs
Research
and development costs include payroll and related expenses for personnel, parts
and supplies, and contracted services. Research and development costs
are charged to expense when incurred.
Advertising
Costs
Advertising
costs are expensed as incurred and are reported as a component of Sales,
marketing and customer support expenses in the Company’s Consolidated Statements
of Operations. Advertising expenses were $1.5 million in fiscal 2007,
$0.8 million in fiscal 2006 and $0.6 million in fiscal 2005.
Income
Taxes
The
process of accounting for income taxes involves calculating the current tax
obligation or refund and assessing the nature and measurements of temporary
differences resulting from differing treatment of items for tax and accounting
purposes. These differences and net operating loss (“NOL”) and credit
carryforwards, result in deferred tax assets and liabilities. In each period,
the Company assesses the likelihood that the deferred tax assets will be
recovered from existing deferred tax liabilities or future taxable income in
each jurisdiction. To the extent the Company believes that it would not meet the
test that recovery is “more likely than not”, the Company would establish a
valuation allowance. To the extent that a valuation allowance is established or
changed in a period, the Company would adjust the tax provision or tax benefit
in the consolidated statement of operations. The Company uses judgment to
determine the provision or benefit for income taxes, including estimates
associated with uncertain tax positions and any valuation allowance recorded
against our deferred tax assets based on the weight of all positive and negative
factors, including cumulative trends in profitability.
The
Company has accumulated U.S. federal and state income tax NOL carryforwards,
research and experimentation tax credit carryforwards and alternative minimum
tax credit carryforwards. In the fourth quarter of 2006, the Company reversed
the valuation allowance on a deferred tax asset on the balance sheet primarily
representing NOLs from U.S. operations. Previously, the Company had recorded a
valuation allowance against deferred tax assets on the balance sheet until it
was “more likely than not” that the tax assets related to either U.S. or
international operations would be realized.
The
Company assesses the ability to utilize NOL and tax credit carryforwards in
future periods and record any resulting adjustments that may be required to
defer income tax expense. In addition, the Company reduces the deferred income
tax asset for the benefits of NOL and tax credit carryforwards utilized
currently. The future impact on net income may therefore be positive or
negative, depending on the net result of such adjustments and
charges.
Based
upon a review of historical operating performance through 2007, and The Company
expects that it will generate profits in the U.S. and international operations
in the foreseeable future, and continue to believe it is more likely than not
that the U.S. and international deferred tax assets will be fully
realized.
Stock-Based
Compensation
Prior to
January 1, 2006, the Company’s employee stock compensation plans were accounted
for in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees (“APB 25”) and related interpretations. Generally,
no employee stock-based compensation cost was recognized in the statement of
operations prior to January 1, 2006, as stock options granted under the plans
had fixed terms, including an exercise price equal to the market value of the
underlying common stock on the date of grant. On January 1, 2006, the
Company adopted the fair value recognition provisions of SFAS No.123(R), Share-Based Payment (“SFAS
123R”) using the modified prospective method, which requires measurement of
compensation cost at fair value on the date of grant and recognition of
compensation expense over the service period for awards expected to
vest. In December 2005, prior to the adoption of SFAS 123R, the
Company accelerated the vesting of all outstanding employee stock options as of
December 31, 2005 in order to avoid fair value-based compensation charges for
those options in future periods.
The
following table illustrates the effect on net income and earnings per share if
the Company had applied the fair value-based method of SFAS 123 to its awards
for the purpose of recording expense for stock-based compensation
in the
period presented (in thousands, except per share data):
|
|
December
31, 2005
|
|
|
|
|
|
Net
income, as reported
|
|
$ |
6,086 |
|
Add: stock-based
compensation expense recognized
|
|
|
148 |
|
Deduct:
total stock-based employee compensation determined under the
fair-value-based method for all awards, net of related tax
effects
|
|
|
(4,011 |
) |
Pro
forma net income
|
|
$ |
2,223 |
|
|
|
|
|
|
Earnings
per common share, as reported:
|
|
|
|
|
Basic
|
|
$ |
0.17 |
|
Diluted
|
|
$ |
0.17 |
|
|
|
|
|
|
Pro
forma earnings per common share:
|
|
|
|
|
Basic
|
|
$ |
0.06 |
|
Diluted
|
|
$ |
0.06 |
|
The
Company used the Black-Scholes valuation model to calculate the compensation
expense related to rights to purchase shares of common stock under the Company’s
2002 Employee Stock Purchase Plan (the “ESPP”) and options to purchase common
stock under the Company’s 2003 Stock Option and Incentive Plan (the “2003 Plan”)
in fiscal 2006. This is consistent with the valuation techniques
previously utilized for options in footnote disclosures required under SFAS No.
123, Accounting for
Stock-Based Compensation (“SFAS 123”), as amended by SFAS 148, Accounting for Stock-Based
Compensation – Transition and Disclosure – an amendment of FASB Statement No.
123. For options to purchase common stock granted after the
adoption of SFAS 123R, the Company is required to utilize an estimated
forfeiture rate when calculating the expense for the period, whereas SFAS 123
permitted companies to record forfeitures based on actual forfeitures, which was
Presstek’s historical policy under SFAS 123. An estimated forfeiture
rate is calculated based on then-current facts and circumstances at the time the
Company grants options to purchase its common stock. For further
information regarding the assumptions used in determining stock-based
compensation expense related to the Company’s ESPP and options to purchase
common stock, see Note 15.
Comprehensive
Income
Comprehensive
income is comprised of net income, plus all changes in equity of a business
enterprise during a period from transactions and other events and circumstances
from non-owner sources, including any foreign currency translation adjustments,
unrealized gains and losses on marketable securities, or changes in derivative
values. These changes in equity are recorded as adjustments to
Accumulated other comprehensive income in the Company’s Consolidated Financial
Statements. The primary components of Accumulated other comprehensive
income are unrealized gains or losses on foreign currency
translation.
Foreign Currency
Translation
The
Company’s foreign subsidiaries use the local currency as their functional
currency. Accordingly, assets and liabilities are translated into
U.S. dollars at current rates of exchange in effect at the balance sheet
date. The resulting unrealized gains or losses are reported under the
caption Accumulated other comprehensive income in the Company’s Consolidated
Financial Statements. Revenues and expenses from these subsidiaries
are translated at average monthly exchange rates in effect for the periods in
which the transactions occur.
Gains and
losses arising from foreign currency transactions are reported as a component of
Interest and other income (expense), net in the Company’s Consolidated
Statements of Operations.
Derivatives
The
Company entered into interest rate swap agreements with its lenders in October
2003, which were intended to protect the Company’s long-term debt against
fluctuations in LIBOR rates. Under the interest rate swaps LIBOR was
set at a minimum of 1.15% and a maximum of 4.25%. Because the
interest rate swap agreement did not qualify as a hedge for accounting purposes
under SFAS No. 133, Accounting
for Derivative Instruments and Hedging Activities (“SFAS 133”), and
related amendments, including SFAS No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities (“SFAS 149”), the Company
recorded a reduction to interest expense of $22,500, $40,000 and $28,000 in
fiscal 2007, fiscal 2006 and fiscal 2005, respectively, to mark these interest
rate swap agreements to market. The adjustment to fair value of the
interest rate swap agreement was recorded in other income
(expense).
Earnings (Loss) per
Share
Earnings
per share is computed under the provisions of SFAS No. 128, Earnings per Share (“SFAS
128”). Accordingly, basic earnings (loss) per share is computed by
dividing net income (loss) by the weighted average number of shares of common
stock outstanding during the period. For periods in which there is
net income, diluted earnings per share is determined by using the weighted
average number of common and dilutive common equivalent shares outstanding
during the period unless the effect is antidilutive. Potential
dilutive common shares consist of the incremental common shares issuable upon
the exercise of stock options and warrants.
Approximately
1,922,000, 1,425,700 and 843,000 options to purchase common stock were excluded
from the calculation of diluted earnings per share for fiscal 2007, fiscal 2006
and fiscal 2005, respectively, as their effect would be
antidilutive.
Reclassifications
Certain
amounts in prior periods have been reclassified to conform to current
presentation.
Recent Accounting
Pronouncements
In June
2006, the Emerging Issues Task Force (“EITF”) reached a consensus on EITF Issue
No. 06-3, How Taxes Collected
from Customers and Remitted to Governmental Authorities Should Be Presented in
the Income Statement (That Is, Gross versus Net Presentation) (“EITF
06-3”). EITF 06-3 is effective for periods beginning after December 15, 2006,
with earlier application permitted. EITF 06-3 requires disclosure of the
accounting policy for any tax assessed by a governmental authority that is
directly imposed on a revenue-producing transaction (i.e., sales, use, value
added) on a gross basis (included in revenues and costs) or net basis (excluded
from revenues and costs). The Company excludes these amounts from its revenues
and costs; accordingly, no additional disclosure will be required.
In
July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes, an interpretation of FASB Statement No. 109 ("FIN 48").
FIN 48 clarifies the accounting for uncertainty in income taxes by
prescribing the recognition threshold a tax position is required to meet before
being recognized in the financial statements. It also provides guidance on
de-recognition, classification, interest and penalties, accounting in interim
periods, disclosure, and transition. FIN 48 was adopted by the Company in
the first quarter of fiscal 2007. The adoption of FIN 48 did not have a material
impact on the consolidated results of operations and financial
condition.
In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements
("SFAS 157"). SFAS 157 provides guidance for using fair value to
measure assets and liabilities. It also responds to investors' requests for
expanded information about the extent to which companies measure assets and
liabilities at fair value, the information used to measure fair value, and the
effect of fair value measurements on earnings. SFAS 157 applies whenever
other standards require (or permit) assets or liabilities to be measured at fair
value, and does not expand the use of fair value in any new circumstances.
SFAS 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007 and is required to be adopted by the
Company in fiscal 2008. The Company is currently evaluating the effect that the
adoption of SFAS 157 will have on its consolidated results of operations
and financial condition but does not expect it to have a material
impact.
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 159"). SFAS 159 permits entities to choose to measure many
financial instruments and certain other items at fair value. SFAS 159 is
effective for fiscal years beginning after November 15, 2007. Early adoption is
permitted, provided the entity also elects to apply the provisions of SFAS 157.
The Company is currently evaluating the effect that the adoption of
SFAS 159 will have on its consolidated results of operations and financial
condition but does not expect it to have a material impact.
In
June 2007, the FASB also ratified EITF 07-3, Accounting for Nonrefundable Advance
Payments for Goods or Services Received for Use in Future Research and
Development Activities ("EITF 07-3"). EITF 07-3 requires that
nonrefundable advance payments for goods or services that will be used or
rendered for future research and development activities be deferred and
capitalized and recognized as an expense as the goods are delivered or the
related services are performed. EITF 07-3 is effective, on a prospective basis,
for fiscal years beginning after December 15, 2007 and will be adopted by
the Company in the first quarter of fiscal 2008. The Company does not expect the
adoption of EITF 07-3 to have a material effect on its consolidated results of
operations and financial condition.
In
December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations
("SFAS 141R"). SFAS 141R establishes principles and requirements for
how an acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, any noncontrolling
interest in the acquiree and the goodwill acquired. SFAS 141R also
establishes disclosure requirements to enable the evaluation of the nature and
financial effects of the business combination. SFAS 141R is effective as of
the beginning of an entity's fiscal year that begins after December 15,
2008, and will be adopted by the Company in the first quarter of fiscal 2009.
The Company will apply SFAS 141R prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008.
Also in
December 2007, the FASB issued Statement No. 160, Non-controlling Interests in
Consolidated Financial Statements (SFAS 160), which is effective for
fiscal years beginning after December 15, 2008. This statement requires all
entities to report non-controlling (minority) interests in subsidiaries in the
same manner– as equity in the consolidated financial statements. This eliminates
the diversity that currently exists in accounting for transactions between an
entity and non-controlling interests by requiring that they be treated as equity
transactions. The Company will be required to adopt the provisions of
SFAS 160 in the first quarter of 2009 and is currently evaluating the
impact of such adoption on its Consolidated Financial Statements.
3. DISCONTINUED
OPERATIONS
The
Company accounts for its discontinued operations under the provisions of SFAS
144. Accordingly, results of operations and the related charges for
discontinued operations have been classified as “Loss from discontinued
operations, net of income taxes” in the accompanying Consolidated Statements of
Operations. Assets and liabilities of discontinued operations have
been reclassified and reflected on the accompanying Consolidated Balance Sheets
as “Assets of discontinued operations” and “Liabilities of discontinued
operations”. For comparative purposes, all prior periods presented
have been reclassified on a consistent basis.
Precision Lithograining
Corp. – Analog Newspaper Business
During
December 2006, the Company terminated production in South Hadley, Massachusetts
of Precision-branded analog plates used in newspaper applications.
Results
of operations of the discontinued analog newspaper business of Precision consist
of the following (in thousands, except per-share data):
|
|
December
29, 2007
|
|
|
December
30, 2006
|
|
|
December
31, 2005
|
|
Revenue
|
|
$ |
196 |
|
|
$ |
10,816 |
|
|
$ |
15,006 |
|
Loss
before income taxes
|
|
|
(108 |
) |
|
|
(2,267 |
) |
|
|
(825 |
) |
Provision
(benefit) for income taxes
|
|
|
(54 |
) |
|
|
(771 |
) |
|
|
10 |
|
Loss
from discontinued operations
|
|
|
(54 |
) |
|
|
(1,496 |
) |
|
|
(835 |
) |
Loss
from disposal of discontinued operations, net of tax benefit
of $915 for the year ended December 30, 2006
|
|
|
-- |
|
|
|
(1,777 |
) |
|
|
-- |
|
Net
loss from discontinued operations
|
|
$ |
(54 |
) |
|
$ |
(3,273 |
) |
|
$ |
(835 |
) |
Loss
per diluted share
|
|
$ |
(0.00 |
) |
|
$ |
(0.09 |
) |
|
$ |
(0.02 |
) |
As of
December 30, 2006, and in accordance with SFAS 144 and SFAS 142, the Company
reviewed the potential impairment of long-lived assets associated with the
analog newspaper business and goodwill of the Precision reporting unit and
determined that impairment charges aggregating $4.0 million were
required. Of this amount $2.8 million relates to the impairment of
goodwill, $0.3 million relates to the acceleration of depreciation on fixed
assets abandoned, $0.6 million relates to the acceleration of amortization on
certain intangible assets and $0.3 million relates to the adjustment of
inventory on hand to the lower of cost or market. Impairment charges
of the reporting unit goodwill resulting from the abandonment of the analog
newspaper business are reflected within restructuring and other charges of
continuing operations, and the remaining charges included in the loss from
discontinued operations for fiscal 2006. There have been no further impairment
charges incurred in fiscal 2007 relating to this matter.
Assets
and liabilities of discontinued operations consist of the following (in
thousands):
|
|
December
29, 2007
|
|
|
December
30, 2006
|
|
|
|
|
|
|
|
|
Receivables,
net
|
|
$ |
15 |
|
|
$ |
1,875 |
|
Inventories,
net
|
|
|
-- |
|
|
|
1,446 |
|
Total
current assets
|
|
$ |
15 |
|
|
$ |
3,321 |
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$ |
189 |
|
|
$ |
2,126 |
|
Accrued
expenses
|
|
|
699 |
|
|
|
1,581 |
|
Total
current liabilities
|
|
$ |
888 |
|
|
$ |
3,707 |
|
|
|
|
|
|
|
|
|
|
4. ACCOUNTS
RECEIVABLE, NET OF ALLOWANCES
The
components of accounts receivable, net of allowances, are as follows (in
thousands):
|
|
December
29,
2007
|
|
|
December
30,
2006
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
$ |
45,812 |
|
|
$ |
56,152 |
|
Less
allowances
|
|
|
(2,933 |
) |
|
|
(2,994 |
) |
|
|
$ |
42,879 |
|
|
$ |
53,158 |
|
The
activity related to the Company’s allowances for losses on accounts receivable
for fiscal 2007, fiscal 2006 and fiscal 2005 is as follows (in
thousands):
|
|
Fiscal
2007
|
|
|
Fiscal
2006
|
|
|
Fiscal
2005
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at beginning of period
|
|
$ |
2,994 |
|
|
$ |
3,294 |
|
|
$ |
4,304 |
|
Charged
to costs and expenses
|
|
|
2,092 |
|
|
|
391 |
|
|
|
1,604 |
|
Charged
to other accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase
accounting adjustments
|
|
|
-- |
|
|
|
-- |
|
|
|
(30 |
) |
Deductions
and write-offs
|
|
|
(2,153 |
) |
|
|
(691 |
) |
|
|
(2,584 |
) |
Balance
at end of period
|
|
$ |
2,933 |
|
|
$ |
2,994 |
|
|
$ |
3,294 |
|
5. INVENTORIES,
NET
The
components of inventories, net are as follows (in thousands):
|
|
December
29,
2007
|
|
|
December
30,
2006
|
|
|
|
|
|
|
|
|
Raw
materials
|
|
$ |
5,083 |
|
|
$ |
3,434 |
|
Work
in process
|
|
|
6,615 |
|
|
|
7,102 |
|
Finished
goods
|
|
|
37,386 |
|
|
|
35,514 |
|
|
|
$ |
49,084 |
|
|
$ |
46,050 |
|
6. PROPERTY,
PLANT AND EQUIPMENT, NET
The
components of property, plant and equipment, net, are as follows (in
thousands):
|
|
December
29,
2007
|
|
|
December
30,
2006
|
|
|
|
|
|
|
|
|
Land
and improvements
|
|
$ |
2,286 |
|
|
$ |
2,286 |
|
Buildings
and leasehold improvements
|
|
|
29,968 |
|
|
|
29,428 |
|
Production
and other equipment
|
|
|
57,197 |
|
|
|
56,462 |
|
Office
furniture and equipment
|
|
|
7,615 |
|
|
|
7,263 |
|
Construction
in process
|
|
|
2,930 |
|
|
|
1,886 |
|
Total
property, plant and equipment, at cost
|
|
|
99,996 |
|
|
|
97,325 |
|
Accumulated
depreciation and amortization
|
|
|
(61,973 |
) |
|
|
(55,131 |
) |
Net
property, plant and equipment
|
|
$ |
38,023 |
|
|
$ |
42,194 |
|
Construction
in process is primarily related to production equipment not yet placed into
service. The amount reported at December 29, 2007 includes $2.1
million related to a new service management system, which is in the
implementation phase. The Company is capitalizing all applicable
costs in accordance with AICPA Statement of Position No. 98-1, Accounting for Costs of Computer
Software Developed or Obtained for Internal Use, and estimates that the
total cost of implementation will approximate $2.5 million.
Property,
plant and equipment at December 29, 2007 includes $110,000 in equipment and
related accumulated depreciation of $77,000 associated with a capital
lease.
The
Company recorded depreciation expense of $7.0 million, $7.0 million and $8.1
million in fiscal 2007, fiscal 2006 and fiscal 2005,
respectively. Under the Company’s financing arrangements (See Note
8), all property, plant and equipment is pledged as security.
7. GOODWILL AND OTHER
INTANGIBLE ASSETS
The
changes in the carrying amounts of goodwill are as follows (in
thousands):
|
|
|
|
Balance
at December 31, 2005
|
|
$ |
23,089 |
|
Purchase
accounting adjustments for prior period acquisitions
|
|
|
-- |
|
Impairment
adjustments
|
|
|
(2,089 |
) |
Balance
at December 30, 2006
|
|
$ |
20,280 |
|
Purchase
accounting adjustments for prior period acquisitions
|
|
|
(389 |
) |
Impairment
adjustments
|
|
|
-- |
|
Balance
at December 29, 2007
|
|
$ |
19,891 |
|
The
impairment of goodwill is discussed in detail in Note 3.
The
components of the Company’s identifiable intangible assets are as follows (in
thousands):
|
|
December
29, 2007
|
|
|
December
30, 2006
|
|
|
|
Cost
|
|
|
Accumulated
amortization
|
|
|
Cost
|
|
|
Accumulated
amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patents
and intellectual property
|
|
$ |
11,038 |
|
|
$ |
7,923 |
|
|
$ |
11,277 |
|
|
$ |
7,206 |
|
Trade
names
|
|
|
2,360 |
|
|
|
2,360 |
|
|
|
2,360 |
|
|
|
1,776 |
|
Customer
relationships
|
|
|
4,583 |
|
|
|
1,986 |
|
|
|
4,583 |
|
|
|
1,443 |
|
Software
licenses
|
|
|
450 |
|
|
|
450 |
|
|
|
450 |
|
|
|
325 |
|
License
agreements
|
|
|
750 |
|
|
|
296 |
|
|
|
750 |
|
|
|
169 |
|
Non-compete
covenants
|
|
|
100 |
|
|
|
100 |
|
|
|
100 |
|
|
|
48 |
|
Loan
origination fees
|
|
|
332 |
|
|
|
211 |
|
|
|
332 |
|
|
|
144 |
|
|
|
$ |
19,613 |
|
|
$ |
13,326 |
|
|
$ |
19,852 |
|
|
$ |
11,111 |
|
The
Company recorded amortization expense for its identifiable intangible assets of
$2.4 million, $3.0 million and $2.6 million in fiscal 2007, fiscal 2006 and
fiscal 2005, respectively. As of December 29, 2007, there was $0.5
million of patents not yet in service. Estimated future amortization
expense for the Company’s in-service patents and all other identifiable
intangible assets recorded by the Company at December 29, 2007, are as follows
(in thousands):
Fiscal
2008
|
|
$ |
1,385 |
|
Fiscal
2009
|
|
|
1,251 |
|
Fiscal
2010
|
|
|
1,127 |
|
Fiscal
2011
|
|
|
838 |
|
Fiscal
2012
|
|
|
511 |
|
Thereafter
|
|
|
697 |
|
As of
July 2, 2005, the Company’s Lasertel subsidiary had advanced $0.9 million (the
“Advance”) to a customer (the “Customer”), of which $0.7 million was secured by,
among other things, a lien on the assets of the Customer, including intellectual
property. In addition, Lasertel had an accounts receivable balance of
$0.9 million (the “Receivables”) with the Customer. In a series of
agreements with the Customer and a material end user to whom the Customer had
been providing products under a supply contract (the “Supply Contract”), in
exchange for the Customer’s Advance and Receivables, Lasertel received ownership
of certain assets of the Customer, which were comprised of all of the Customer’s
patents, intellectual property and know-how (as well as all updates thereto)
(the “Assets”) as well as having the Customer’s rights under the Supply Contract
assigned to Lasertel.
In
connection with this transaction, the Company recorded $1.7 million and $0.1
million of patents and customer contracts, respectively, which are amortized
over their estimated useful lives, which range from nine months to seven
years. These amounts are included in the tables above. The
value of the Assets, as well as the rights assigned under the Supply Contract,
approximates the $1.8 million in Advances and Receivables. As of
December 29, 2007, these assets have a net book value of $1.1
million.
8. FINANCING
ARRANGEMENTS
The
components of the Company’s outstanding borrowings are as follows (in
thousands):
|
|
December
29, 2007
|
|
|
December
30,
2006
|
|
|
|
|
|
|
|
|
Term
loan
|
|
$ |
15,500 |
|
|
$ |
22,500 |
|
Line
of credit
|
|
|
20,000 |
|
|
|
15,000 |
|
Capital
lease
|
|
|
35 |
|
|
|
72 |
|
|
|
|
35,535 |
|
|
|
37,572 |
|
Less
current portion
|
|
|
(27,035 |
) |
|
|
(22,037 |
) |
|
|
|
|
|
|
|
|
|
Long-term
debt
|
|
$ |
8,500 |
|
|
$ |
15,535 |
|
In
November 2004, in connection with the acquisition of the business of the A.B.
Dick Company, the Company replaced its then-current credit facilities, which it
had entered into in October 2003, with $80.0 million in Senior Secured Credit
Facilities (the “Facilities”) from three lenders. The terms of the
Facilities include a $35.0 million five-year secured term loan (the “Term Loan”)
and a $45.0 million five-year secured revolving line of credit (the
“Revolver”). The Company granted a security interest in all of its
assets in favor of the lenders under the Facilities. In addition,
under the Facilities agreement, the Company is prohibited from declaring or
distributing dividends to shareholders.
The
Company has the option of selecting an interest rate for the Facilities equal to
either: (a) the then applicable London Inter-Bank Offer Rate plus 1.25% to 4.0%
per annum, depending on certain results of the Company’s financial performance;
or (b) the Prime Rate, as defined in the Facilities agreement, plus up to 1.75%
per annum, depending on certain results of the Company’s financial
performance. Effective August 31, 2005, the Company amended its
Facilities to reduce the current applicable LIBOR margin to 2.5%, from the
previous applicable LIBOR margin of 3.5%.
The
Company entered into interest rate swap agreements with its lenders in October
2003, which were intended to protect the Company’s long-term debt against
fluctuations in LIBOR rates. Under the interest rate swaps LIBOR was
set at a minimum of 1.15% and a maximum of 4.25%. The Company
recorded a reduction to interest expense of $22,500, $40,000 and $28,000 in
fiscal 2007, fiscal 2006 and fiscal 2005, respectively, to mark these interest
rate swap agreements to market.
The
Facilities were used to partially finance the ABDick acquisition, and are
available to the Company for working capital requirements, capital expenditures,
business acquisitions and general corporate purposes.
At
December 29, 2007 and December 30, 2006, the Company had outstanding balances on
the Revolver of $20.0 million and $15.0 million, respectively, with interest
rates of 7.5% and 7.1%, respectively. At December 29, 2007, there
were $1.3 million of outstanding letters of credit, thereby reducing the amount
available under the Revolver to $23.7 million at that date.
The Term
Loan required an initial principal payment of $0.25 million on March 31, 2005,
and requires subsequent quarterly principal payments of $1.75 million, with a
final settlement of all remaining principal and unpaid interest on November 4,
2009. At December 29, 2007 and December 30, 2006, outstanding
balances under the Term Loan were $15.5 million and $22.5 million, respectively,
with interest rates of 7.5% and 7.1%, respectively.
On
November 23, 2005, the Company acquired equipment of $110,000 qualifying for
capital lease treatment under Statement of Financial Accounting Standards
(“SFAS”) No. 13, Accounting
for Leases (“SFAS 13”). The lease has a three-year term and
expires in November 2008, at which time the Company may purchase the system for
a minimal amount. The lease carries an interest rate of 6.95% per
year. The equipment is reflected in property, plant and equipment and
the current and long-term principal amounts of the lease obligation are included
as components of current portion of long-term debt and capital lease obligation
and long-term debt and capital lease obligation in the Company’s Consolidated
Balance Sheets at December 29, 2007 and December 30, 2006.
The
Company’s Revolver and Term Loan principal and capital lease repayment
commitments are as follows (in thousands):
The
weighted average interest rate on the Company’s short-term borrowings was 7.6%
at December 29, 2007.
Under the
terms of the Revolver and Term Loan, the Company is required to meet various
financial covenants on a quarterly and annual basis, including maximum funded
debt to EBITDA (earnings before interest, taxes, depreciation, amortization and
restructuring and other charges) and minimum fixed charge coverage
covenants. At December 29, 2007, the Company was in compliance with
all financial covenants. Due to
delays in reporting financial statements for the period ended December 29, 2007
to its lenders, the Company amended the terms of the Revolver and Term Loan with
the lenders to provide that annual financial statements could be delivered to
the lenders on or before April 30, 2008.
9. ACCRUED
EXPENSES
The
components of the Company’s accrued expenses are as follows (in
thousands):
|
|
December
29,
2007
|
|
|
December
30,
2006
|
|
|
|
|
|
|
|
|
Accrued
payroll and employee benefits
|
|
$ |
5,809 |
|
|
$ |
5,642 |
|
Accrued
warranty
|
|
|
3,534 |
|
|
|
1,729 |
|
Accrued
integration costs
|
|
|
-- |
|
|
|
511 |
|
Accrued
restructuring and other charges
|
|
|
1,592 |
|
|
|
233 |
|
Accrued
royalties
|
|
|
432 |
|
|
|
276 |
|
Accrued
income taxes
|
|
|
569 |
|
|
|
-- |
|
Accrued
legal
|
|
|
5,815 |
|
|
|
284 |
|
Accrued
professional fees
|
|
|
2,545 |
|
|
|
306 |
|
Other
|
|
|
3,417 |
|
|
|
1,490 |
|
|
|
$ |
23,713 |
|
|
$ |
10,471 |
|
10. ACCRUED
WARRANTY AND DEFERRED REVENUES
Accrued
Warranty
The
Company provides for the estimated cost of product warranties, based on
historical experience, at the time revenue is recognized. Presstek
warrants its products against defects in material and workmanship for various
periods, determined by the product, generally for a period of from ninety days
to one year from the date of
installation. Typical
warranties require the Company to repair or replace defective products during
the warranty period at no cost to the customer. Presstek engages in
extensive product quality programs and processes, including monitoring and
evaluation of component supplies; however, product warranty terms, product
failure rates, and material usage and service delivery costs incurred in
correcting a product failure may affect the estimated warranty
obligation. If actual product failure rates, material usage or
service delivery costs differ from current estimates, the Company will adjust
the warranty liability. Accruals for product warranties are reflected
as a component of accrued expenses in the Company’s Consolidated Balance
Sheets.
Product
warranty activity in fiscal 2007, fiscal 2006 and fiscal 2005 is as follows (in
thousands):
|
|
Fiscal
2007
|
|
|
Fiscal
2006
|
|
|
Fiscal
2005
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at beginning of year
|
|
$ |
1,729 |
|
|
$ |
1,481 |
|
|
$ |
1,466 |
|
Accruals
for warranties
|
|
|
3,517 |
|
|
|
3,400 |
|
|
|
1,558 |
|
Utilization
of accrual for warranty costs
|
|
|
(1,712 |
) |
|
|
(3,152 |
) |
|
|
(1,543 |
) |
Balance
at end of year
|
|
$ |
3,534 |
|
|
$ |
1,729 |
|
|
$ |
1,481 |
|
Deferred
Revenues
Deferred
revenues consist of amounts received or billed in advance for products for which
revenue recognition criteria has not yet been met or service contracts where
services have not yet been rendered. Deferred amounts are recognized
as elements are delivered or, in the case of services, recognized ratably over
the contract life, generally one year, or as services are rendered.
The
components of deferred revenue are as follows (in thousands):
|
|
December
29,
2007
|
|
|
December
30,
2006
|
|
|
|
|
|
|
|
|
Deferred
service revenue
|
|
$ |
6,718 |
|
|
$ |
7,505 |
|
Deferred
product revenue
|
|
|
478 |
|
|
|
396 |
|
|
|
$ |
7,196 |
|
|
$ |
7,901 |
|
11. RESTRUCTURING
AND OTHER CHARGES
A summary
of restructuring and other charges follows (in thousands):
|
|
December
29,
2007
|
|
|
December
30,
2006
|
|
|
December
31,
2005
|
|
|
|
|
|
|
|
|
|
|
|
Asset
impairment – goodwill
|
|
$ |
-- |
|
|
$ |
2,809 |
|
|
$ |
-- |
|
Impairment
of intangible assets - patent defense costs
|
|
|
-- |
|
|
|
2,297 |
|
|
|
-- |
|
Impairment
of other assets
|
|
|
-- |
|
|
|
260 |
|
|
|
-- |
|
Severance
and fringe benefits
|
|
|
1,210 |
|
|
|
115 |
|
|
|
592 |
|
Executive
contractual obligations
|
|
|
1,466 |
|
|
|
-- |
|
|
|
282 |
|
Other
exit costs
|
|
|
38 |
|
|
|
-- |
|
|
|
-- |
|
Total
net restructuring and other charges
|
|
$ |
2,714 |
|
|
$ |
5,481 |
|
|
$ |
874 |
|
In the
third quarter of fiscal 2007, the Company commenced the consolidation of the
Canadian back-office operations and certain Des Plaines, Illinois activities
into its Hudson, New Hampshire operations as part of its Business Improvement
Plan (“BIP”). In the fourth quarter of fiscal 2007 the Company acted
on several other projects within the BIP which resulted in a 10% reduction of
headcount and consolidation of several other distribution
centers. These projects, as part of the BIP, include
restructuring costs relating to severance, operating lease run-out and inventory
consolidation. It is estimated that the Company will incur
approximately $2.2 million to $3.0 million of restructuring charges in future
periods related to these projects. All costs relating to these
projects are expected to be incurred by the end of fiscal 2008. During the year
ended December 29, 2007, the Company recognized $2.7 million in restructuring
and other charges related to severance and separation costs under employment
contracts of former executives and restructuring activities in our Canadian,
U.S. and European operations and costs to consolidate facilities.
In
connection with the Company’s 2006 restructuring of the analog newspaper
business of Precision Lithograining, as more fully described in Note 3, an
impairment review of the Precision reporting unit goodwill was completed using a
fair value test and charges totaling $2.8 million were recognized in the
accompanying Statement of Operations in fiscal 2006.
Impairment
of intangible assets for patent defense costs associated with the Creo/Kodak
matter (see Note 19) totaling $2.3 million were recognized as expense in fiscal
2006 as the Company determined that the future economic benefits of the patent
were not assured of being increased.
Impairment
of other assets of $0.3 million was recognized in fiscal 2006 as the Company
determined that rights acquired under a product technology arrangement were
impaired due to commercialization uncertainty. An additional $0.2
million of G&A expense was recorded in fiscal 2007 as the final liability
under the contract termination.
In 2006,
the Company also recognized charges of $0.5 million primarily for severance
costs related to workforce reductions and merger-related professional
fees. In addition, the reduction of approximately $0.4 million of
previously established accruals at the Presstek segment were recorded in income
in 2006 due mainly to changes in the scope of previously announced severance
programs.
In 2005,
the Company recognized charges of approximately $1.0 million related to
severance costs, executive and other contractual obligations, and a settlement
with previously terminated employees in the Presstek business
segment. Also, in 2005 approximately $0.1 million of previously
established accruals at the Presstek segment were returned to income due mainly
to changes in the scope of previously announced severance
programs. The Company accrued for severance and fringe benefit costs
relating to the elimination of 14 positions, comprised of five technical and
customer support positions, five manufacturing positions and four management and
support positions. This accrual has been fully utilized in fiscal
2006.
The
activity for fiscal 2007, fiscal 2006 and fiscal 2005 related to the Company’s
restructuring and other expense accruals is as follows (in
thousands):
|
|
Fiscal
2007 Activity
|
|
|
|
Balance
December
30,
2006
|
|
|
Charged
to
Expense
|
|
|
Reversals
|
|
|
Utilization
|
|
|
Balance
December
29,
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
contractual obligations
|
|
$ |
-- |
|
|
$ |
1,466 |
|
|
$ |
-- |
|
|
|
(562 |
) |
|
|
904 |
|
Severance
and fringe benefits
|
|
|
233 |
|
|
|
1,210 |
|
|
|
-- |
|
|
|
(755 |
) |
|
|
688 |
|
Other
exit costs
|
|
|
-- |
|
|
|
38 |
|
|
|
-- |
|
|
|
(38 |
) |
|
|
-- |
|
|
|
$ |
233 |
|
|
$ |
2,714 |
|
|
$ |
-- |
|
|
$ |
(1,355 |
) |
|
$ |
1,592 |
|
|
|
Fiscal
2006 Activity
|
|
|
|
Balance
December
31,
2005
|
|
|
Charged
to
Expense
|
|
|
Reversals
|
|
|
Utilization
|
|
|
Balance
December
30,
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance
and fringe benefits
|
|
|
482 |
|
|
|
324 |
|
|
|
(390 |
) |
|
|
(183 |
) |
|
|
233 |
|
|
|
$ |
482 |
|
|
$ |
324 |
|
|
$ |
(390 |
) |
|
$ |
(183 |
) |
|
$ |
233 |
|
|
|
Fiscal
2005 Activity
|
|
|
|
Balance
January
1,
2005
|
|
|
Charged
to
Expense
|
|
|
Reversals
|
|
|
Utilization
|
|
|
Balance
December
31,
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
contractual obligations
|
|
$ |
154 |
|
|
$ |
282 |
|
|
$ |
-- |
|
|
$ |
(436 |
) |
|
$ |
-- |
|
Severance
and fringe benefits
|
|
|
-- |
|
|
|
700 |
|
|
|
( 108 |
) |
|
|
(110 |
) |
|
|
482 |
|
|
|
$ |
154 |
|
|
$ |
982 |
|
|
$ |
(108 |
) |
|
$ |
(546 |
) |
|
$ |
482 |
|
The
Company anticipates that payments related to the above restructuring actions
will be completed in 2008.
12. INTEREST
AND OTHER INCOME AND EXPENSE
The
components of Interest and other income (expense), net, in the Company’s
Consolidated Statements of Income are as follows (in thousands):
|
|
Fiscal
2007
|
|
|
Fiscal
2006
|
|
|
Fiscal
2005
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
$ |
(3,282 |
) |
|
$ |
(2,364 |
) |
|
$ |
(2,459 |
) |
Interest
income
|
|
|
105 |
|
|
|
119 |
|
|
|
130 |
|
Other
income (expense), net
|
|
|
753 |
|
|
|
419 |
|
|
|
109 |
|
|
|
$ |
(2,424 |
) |
|
$ |
(1,826 |
) |
|
$ |
(2,220 |
) |
In the
third quarter of fiscal 2006, the Company received certain unclaimed funds from
the former ABDick estate and settled various other open items with the ABDick
estate, realizing a net gain of $0.3 million after legal costs. This
gain is included in Other income (expense), net, in the table above for fiscal
2006. The amount reported as Other income (expense), net, for fiscal
2007 and fiscal 2006 also includes $0.5 million and $0.2 million, respectively,
for gains on foreign currency transactions.
13. INCOME
TAXES
For the
fiscal years ended December 29, 2007, December 30, 2006, and December 31, 2005,
income (loss) before income taxes from continuing operations includes the
following components (in thousands):
|
|
Fiscal
2007
|
|
|
Fiscal
2006
|
|
|
Fiscal
2005
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
$ |
(18,823 |
) |
|
$ |
3,198 |
|
|
$ |
7,603 |
|
Foreign
|
|
|
1,655 |
|
|
|
(824 |
) |
|
|
482 |
|
|
|
$ |
(17,168 |
) |
|
$ |
2,374 |
|
|
$ |
8,085 |
|
For the
fiscal years ended December 29, 2007, December 30, 2006, and December 31, 2005,
the components of provision (benefit) for income taxes from continuing
operations were as follows (in thousands):
|
|
Fiscal
2007
|
|
|
Fiscal
2006
|
|
|
Fiscal
2005
|
|
|
|
|
|
|
|
|
|
|
|
Current:
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$ |
138 |
|
|
$ |
129 |
|
|
$ |
175 |
|
State
|
|
|
456 |
|
|
|
545 |
|
|
|
176 |
|
Foreign
|
|
|
507 |
|
|
|
37 |
|
|
|
218 |
|
|
|
$ |
1,101 |
|
|
$ |
711 |
|
|
$ |
569 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
(5,382 |
) |
|
|
(10,274 |
) |
|
|
475 |
|
State
|
|
|
(737 |
) |
|
|
(802 |
) |
|
|
120 |
|
Foreign
|
|
|
-- |
|
|
|
(278 |
) |
|
|
-- |
|
|
|
|
(6,119 |
) |
|
|
(11,354 |
) |
|
|
595 |
|
Provision
(benefit) for income taxes
|
|
$ |
(5,018 |
) |
|
$ |
(10,643 |
) |
|
$ |
1,164 |
|
A
reconciliation of the Company’s effective tax rate to the statutory federal rate
is as follows:
|
|
Fiscal
2007
|
|
|
Fiscal
2006
|
|
|
Fiscal
2005
|
|
|
|
|
|
|
|
|
|
|
|
Federal
statutory tax rate
|
|
|
34.0 |
% |
|
|
34.0 |
% |
|
|
34.0 |
% |
Nondeductible
Officer’s compensation
|
|
|
(3.8 |
) |
|
|
-- |
|
|
|
-- |
|
State
tax, net of federal benefit
|
|
|
1.1 |
|
|
|
(7.2 |
) |
|
|
3.6 |
|
Alternative
minimum tax
|
|
|
-- |
|
|
|
-- |
|
|
|
2.2 |
|
Other
|
|
|
(2.1 |
) |
|
|
(2.5 |
) |
|
|
0.7 |
|
Change
in valuation allowance
|
|
|
-- |
|
|
|
(472.6 |
) |
|
|
(26.1 |
) |
|
|
|
29.2 |
% |
|
|
(448.3 |
)% |
|
|
14.4 |
% |
In fiscal
2007, the Company recognized a tax benefit of
approximately $0.1 million associated with the loss from discontinued
operations.
Deferred Income
Taxes
Deferred
income taxes result from net operating loss carryforwards and temporary
differences between the recognition of items for income tax purposes and
financial reporting purposes.
Principal
components of deferred income taxes as of December 29, 2007, December 30, 2006,
and December 31, 2005 were (in thousands):
|
|
December
29,
2007
|
|
|
December
30,
2006
|
|
|
December
31,
2005
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
tax assets
|
|
|
|
|
|
|
|
|
|
Net
operating loss carryforwards
|
|
$ |
7,439 |
|
|
$ |
5,751 |
|
|
$ |
26,500 |
|
Tax
credits
|
|
|
3,875 |
|
|
|
3,757 |
|
|
|
5,300 |
|
Warranty
provisions, litigation and other accruals
|
|
|
6,940 |
|
|
|
4,162 |
|
|
|
5,900 |
|
Accumulated
depreciation and amortization
|
|
|
712 |
|
|
|
-- |
|
|
|
-- |
|
Gross
deferred tax assets
|
|
|
18,966 |
|
|
|
13,670 |
|
|
|
37,700 |
|
Valuation
allowance
|
|
|
(250 |
) |
|
|
(261 |
) |
|
|
(35,700 |
) |
Total
assets
|
|
|
18,716 |
|
|
|
13,409 |
|
|
|
2,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
tax liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortizable
and depreciable assets
|
|
|
(852 |
) |
|
|
(136 |
) |
|
|
(715 |
) |
Accumulated
depreciation and amortization
|
|
|
-- |
|
|
|
(1,596 |
) |
|
|
(2,000 |
) |
Total
liabilities
|
|
|
(852 |
) |
|
|
(1,732 |
) |
|
|
(2,715 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
deferred tax assets (liabilities)
|
|
$ |
17,864 |
|
|
$ |
11,677 |
|
|
$ |
(715 |
) |
On
December 30, 2006, the Company recognized through its tax provision, a $11.2
million reversal of its U.S. deferred tax asset valuation allowance. In
assessing the ability to realize its deferred tax assets, the Company considered
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized based on available positive and negative evidence.
The Company considered historical book income, the scheduled reversal of
deferred tax liabilities, and projected future book and taxable income in making
this assessment. Based upon a detailed analysis of historical and expected book
and taxable income, the Company determined that it is more likely than not that
certain U.S. deferred tax assets for which a valuation allowance had been
previously recorded will be realized in the future. The valuation allowance of
$0.3 million as of December 29, 2007 relates to certain federal research and
development credit carryforwards for which the Company has determined, based
upon historical results and projected future book and taxable income levels,
that a valuation allowance should continue to be maintained.
At
December 29, 2007, the Company had federal net operating loss carryforwards of
approximately $83.2 million which will expire from 2012 to
2027. Approximately $61.5 million of our net operating loss
carryforwards was generated from excess tax deductions from stock-based
compensation, the tax benefit of which (approximately $24.6 million) will be
credited to additional paid-in-capital when the deductions reduce current taxes
payable. Upon the adoption of FAS 123(R), the Company netted its
deferred tax asset and the related valuation allowance for the net operating
loss carryforward generated from excess tax deductions from stock-based
compensation.
At
December 29, 2007 the Company had federal research and development credit
carryforwards of approximately $3.4 million. The net operating loss and
credit carryforwards will expire at various dates through 2022, if not
utilized.
The
Company’s ability to utilize its net operating loss and credit carryforwards may
be limited in the future if the company experiences an ownership change, as
defined by the Internal Revenue Code. An ownership change occurs when
the ownership percentage of 5% or greater stockholders changes by more than 50%
over a three year period.
The
cumulative amount of undistributed earnings of foreign subsidiaries, which is
intended to be permanently reinvested and for which U.S. income taxes have not
been provided, totaled approximately $0.3 million at December 29,
2007.
On
December 31, 2006, the Company adopted FASB Interpretation No. 48, “Accounting
for Uncertainty in Income Taxes” (“FIN 48”). The adoption of FIN 48 did not have
a material effect on our consolidated financial position or results of
operations. Our unrecognized tax benefits at December 29, 2007 related to
various foreign jurisdictions and U.S. tax credits. A reconciliation of the
beginning and ending amount of unrecognized tax benefits is as follows (in
thousands):
Balance
at December 30, 2006
|
|
$ |
1,800 |
|
Increases
related to prior year tax positions |
|
|
400 |
|
Decreases
related to prior year tax positions
|
|
|
(400 |
) |
Balance
at December 29, 2007
|
|
$ |
1,800 |
|
The
entire $1.8 million of unrecognized tax benefits at December 29, 2007 would
reduce income tax expense if ultimately recognized. We do not expect any
significant increases or decreases to our unrecognized tax benefits within 12
months of this reporting date. Subsequent to adoption, interest and penalties
incurred associated with unresolved income tax positions will be included in
income tax expense. Accrued interest and penalties are
insignificant.
We
conduct business globally and, as a result, file numerous consolidated and
separate income tax returns in the U.S. federal jurisdiction and various state
and foreign jurisdictions. In the normal course of business, we are subject to
examination by tax authorities throughout the world, including such major
jurisdictions as the U.S., United Kingdom and Canada. We are subject to U.S.
federal, state and local, or non-U.S. income tax examinations for years after
2003. However, carryforward attributes that were generated prior to 2003 may
still be adjusted by a taxing authority upon examination if the attributes have
been or will be used in a future period.
14. PREFERRED
STOCK
The
Company’s certificate of incorporation empowers the Board of Directors, without
stockholder approval, to issue up to 1,000,000 shares of $0.01 par value
preferred stock, with dividend, liquidation, conversion and voting or other
rights to be determined upon issuance by the Board of Directors. No
preferred stock has been issued to date.
15. STOCK-BASED
COMPENSATION PLANS
Prior to
January 1, 2006, the Company’s employee stock-based compensation plans were
accounted for in accordance with APB 25 and related
interpretations. Generally, no stock-based employee compensation cost
was recognized in the statement of operations prior to January 1, 2006, as stock
options granted under the plans had fixed terms, including an exercise price
equal to the market value of the underlying common stock on the date of
grant.
On
December 31, 2005, the Company accelerated the vesting of all unvested
outstanding options to purchase common stock previously issued to directors and
employees, including officers. This action mitigated approximately
$1.3 million in pre-tax compensation expense in fiscal 2006 and $0.7 million
thereafter related to these options. Under the pro forma disclosure
requirements of SFAS 123, the Company recognized approximately $4.0 million of
stock-based compensation in fiscal 2005, including the expense relating to the
accelerated vesting of stock options.
Effective
January 1, 2006, the Company adopted the fair value recognition provisions of
SFAS 123R, using the modified prospective method, which requires measurement of
compensation cost at fair value on the date of grant and recognition of
compensation expense over the service period for awards expected to
vest.
The
Company has equity incentive plans that are administered by the Compensation
Committee of the Board of Directors (the “Committee”). The Committee
oversees and approves which employees receive grants, the number of shares or
options granted and the exercise prices of the shares covered by each
grant.
Stock Incentive
Plans
The 1998
Stock Incentive Plan (the “1998 Incentive Plan”) provides for the award of stock
options, restricted stock, deferred stock, and other stock based awards to
officers, directors, employees, and other key persons (collectively
“awards”). A total of 3,000,000 shares of common stock, subject to
anti-dilution adjustments, have been reserved under this plan. Any
future options granted under the 1998 Incentive Plan will become exercisable
upon the earlier of a date set by the Board of Directors or Committee at the
time of grant or the close of business on the day before the tenth anniversary
of the stock options’ date of grant. Any future options granted as
incentive stock options, or ISO’s, become exercisable the day before the fifth
anniversary of the date of grant. At December 29, 2007, there were
484,725 options outstanding and 1,565,475 shares available for future grants
under the 1998 Incentive Plan. The options will expire at various
dates as prescribed by the individual option grants. This plan
expired on April 6, 2008 and therefore no options will be granted under this
plan after this date.
The 2003
Stock Option and Incentive Plan (the “2003 Plan”) provides for the award of
stock options, stock issuances and other equity interests in the Company to
employees, officers, directors (including those directors who are not an
employee or officer of the Company, such directors being referred to as
Non-Employee Directors), consultants and advisors of the Company and its
subsidiaries. The 2003 Plan provides for an automatic annual grant of
7,500 stock options to all active Non-Employee Directors. A total of
2,000,000 shares of common stock, subject to anti-dilution adjustments, has been
reserved under this plan. Any future options granted under the 2003
Plan will become exercisable at such times and subject to such terms and
conditions as the Board of Directors or Committee may specify at the time of
each grant. At December 29, 2007, there were 1,801,400 options
outstanding and 128,200 shares available for future grants under the 2003
Plan. The options will expire at various dates as prescribed by the
individual option grants.
The
Company had previously adopted equity incentive plans that had expired as of
December 29, 2007 and, accordingly, no future grants may be issued under these
plans. These plans include the 1991 Stock Option Plan (the “1991
Plan”), which expired on August 18, 2001; the 1994 Stock Option Plan (the “1994
Plan”), which expired on April 8, 2004; and the 1997 Interim Stock Option Plan
(the “1997 Plan”), which expired on September 22, 2002. At December
29, 2007 there were 35,900 options outstanding under the 1991 Plan, 426,367
options outstanding under the 1994 Plan and 55,675 options outstanding under the
1997 Plan.
Employee Stock Purchase
Plan
The
Company’s 2002 Employee Stock Purchase Plan (the “ESPP”) is designed to provide
eligible employees of the Company and its participating U.S subsidiaries an
opportunity to purchase common stock of the Company through accumulated payroll
deductions. The purchase price of the stock is equal to 85% of the
fair market value of a share of common stock on the first day or last day of
each three-month offering period, whichever is lower. All employees
of the company or participating subsidiaries who customarily work at least 20
hours per week and do not own five percent or more of the Company’s common stock
are eligible to participate in the ESPP. A total of 950,000 shares of
the Company’s common stock, subject to adjustment, have been reserved for
issuance under this plan. In fiscal 2007, fiscal 2006 and fiscal
2005, approximately 65,700, 57,000 and 36,000 shares were issued, respectively,
under the ESPP. The 2007, 2006 and 2005 amounts include approximately
16,000, 16,000 and 8,600 shares in transit at December 29, 2007, December 30,
2006 and December 31, 2005, respectively. These shares were issued on
December 31, 2007, January 2, 2007 and January 2, 2006,
respectively. At December 29, 2007, there were approximately 703,000
shares available for issuance under this plan.
Director Stock Option Plan
(expired December 31, 2003)
The
Company’s Non-Employee Director Stock Option Plan (the “Director Plan”) provided
for the issuance of options to purchase 5,000 shares of the Company’s common
stock upon being named a Director of the Company and the automatic issuance, in
January of each year, of options to purchase 2,500 shares of the Company’s
common stock, to each non-employee Director of the Company, with exercise prices
equal to the fair market value of the stock at the date of
grant. Options granted under this plan became exercisable one year
from the date of grant and will terminate five years from the date of
grant. At December 29, 2007, there were 12,500 options outstanding
under the Director Plan. This Plan expired on December 31, 2003 and,
accordingly, no future grants may be issued under this plan.
Non-Plan
Options
In fiscal
2007, the Company granted 300,000 shares of restricted stock and 1,000,000 stock
options to its President and Chief Executive Officer (“CEO”) under a non-plan,
non-qualified stock option agreement. The award of restricted stock vested on
May 10, 2007, the effective date of the CEO’s employment agreement with the
Company, but is subject to a one-year holding period as defined in Rule 144 of
the U.S. Securities and Exchange Commission (“Rule 144”). The award
of stock options vests 20% on the date of grant, and an additional 20% will vest
on each of January 1, 2008, 2009, 2010 and 2011. Each portion of the
option that vests will remain exercisable for five years after the applicable
vesting date. As of December 29, 2007, 1,000,000 options remain
outstanding.
Valuation
Assumptions
The fair
value of the rights to purchase shares of common stock under the Company’s ESPP
was estimated on the commencement date of the offering period using the
Black-Scholes valuation model with the following assumptions:
|
|
|
|
|
|
|
Stock
purchase right assumptions
|
|
Fiscal
2007
|
|
|
Fiscal
2006
|
|
|
|
|
|
|
|
|
Risk-free
interest rate
|
|
|
4.03 |
% |
|
|
4.74 |
% |
Volatility
|
|
|
51.77 |
% |
|
|
52.05 |
% |
Expected
life (in years)
|
|
|
0.25 |
|
|
|
0.25 |
|
Dividend
yield
|
|
|
-- |
|
|
|
-- |
|
Based on
the above assumptions, the weighted average fair value of the stock purchase
rights under the Company’s ESPP for fiscal 2007 and 2006 was $1.30 and $1.34,
respectively.
The fair
value of the options to purchase common stock granted in fiscal 2007 and 2006
under the 2003 Plan and 1998 Plan was estimated on the respective grant dates
using the Black-Scholes valuation model with the following
assumptions:
|
|
|
|
|
|
|
Stock
option assumptions
|
|
Fiscal
2007
|
|
|
Fiscal
2006
|
|
|
|
|
|
|
|
|
Risk-free
interest rate
|
|
|
4.25 |
% |
|
|
5.05 |
% |
Volatility
|
|
|
60.97 |
% |
|
|
57.16 |
% |
Expected
life (in years)
|
|
|
5.56 |
|
|
|
4.51 |
|
Dividend
yield
|
|
|
-- |
|
|
|
-- |
|
Based on
the above assumptions, the weighted average fair value of the options to
purchase shares of the Company’s common stock granted in fiscal 2007 and 2006
under the 2003 Plan was $3.72 and $4.62, respectively. The weighted
average fair value of the options to purchase share of the Company’s common
stock granted in fiscal 2007 under the 1998 Plan was $3.35.
The fair
value of the 300,000 restricted shares of common stock granted in the second
quarter of fiscal 2007 was derived by obtaining the market value of the stock on
the award date and applying a discount to that value due to the sale
restrictions imposed by Rule 144 of the U.S. Securities and Exchange
Commission. The market value was calculated using the average of the
high and low trading prices on the award date multiplied by the number of
shares. A discount rate of 17.2% was estimated using a Black-Scholes
put option model with the following assumptions:
|
|
Fiscal
|
|
|
|
2007
|
|
|
|
|
|
Risk-free
interest rate
|
|
|
4.9 |
% |
Volatility
|
|
|
50.0 |
% |
Expected
life (in years)
|
|
|
1.0 |
|
Dividend
yield
|
|
|
-- |
|
The fair
value of the options to purchase shares of common stock under the non-plan,
non-qualified stock option agreement with the Company’s President and CEO
granted in the second quarter of fiscal 2007 was estimated on the grant date
using the Black-Scholes valuation model with the following
assumptions:
|
|
Fiscal
|
|
|
|
2007
|
|
|
|
|
|
Risk-free
interest rate
|
|
|
4.3 |
% |
Volatility
|
|
|
48.0 |
% |
Expected
life (in years)
|
|
|
4.1 |
|
Dividend
yield
|
|
|
-- |
|
Based on
the above assumptions, for the twelve months ended December 29, 2007 the
weighted average fair value of each option to purchase a share of the Company’s
common stock under the non-plan, non-qualified stock option agreement with the
Company’s President and CEO granted in the second quarter of fiscal 2007 was
$2.58.
The
weighted average fair values of options to purchase common stock granted and
stock purchase rights granted under the ESPP in fiscal 2005 was
$4.66. The fair value of each option to purchase common stock is
estimated on the date of grant using the Black-Scholes option-pricing model,
with the following weighted average assumptions:
|
|
Fiscal
2005
|
|
|
|
|
|
Risk-free
interest rate
|
|
|
4.55 |
% |
Volatility
|
|
|
55.05 |
% |
Expected
option life (in years)
|
|
|
4.27 |
|
Dividend
yield
|
|
|
-- |
|
Expected
volatilities are based on historical volatilities of Presstek’s common
stock. The expected life represents the weighted average period of
time that options granted are expected to be outstanding giving consideration to
vesting schedules, the Company’s historical exercise patterns and the ESPP
purchase period. The risk-free rate is based on the U.S. Treasury
STRIPS (Separate Trading of Registered Interest and Principal of Securities)
rate for the period corresponding to the expected life of the options or ESPP
purchase period. The expense calculated using the Black-Scholes
method is recognized on a straight line basis over the term of the service
period. Stock-based compensation associated with stock option grants
to all officers, directors, and employees is included as a component of “General
and administrative expense” in the Company’s Consolidated Statements of
Operations. Stock based compensation expense for the twelve months
ended December 29, 2007 and December 30, 2006 is as follows (in
thousands):
|
|
Twelve
months ended
|
|
Stock option plan
|
|
December
29, 2007
|
|
|
December
30, 2006
|
|
|
|
|
|
|
|
|
2003
Plan
|
|
$ |
1,379 |
|
|
$ |
268 |
|
1998
Plan
|
|
|
7 |
|
|
|
-- |
|
ESPP
|
|
|
71 |
|
|
|
106 |
|
Restricted
Stock
|
|
|
1,500 |
|
|
|
-- |
|
Non-plan,
non-qualified
|
|
|
1,032 |
|
|
|
-- |
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
3,989 |
|
|
$ |
374 |
|
|
|
|
|
|
|
|
|
|
As of
December 29, 2007, there was $3.6 million of unrecognized compensation expense
related to stock option grants. The weighted average period over
which the remaining unrecognized compensation expense will be recognized is 2.6
years.
Stock
option activity for fiscal 2005, 2006 and 2007 is summarized as
follows:
|
|
Shares
|
|
|
Weighted
average
exercise
price
|
|
Weighted
average remaining contractual term
|
Aggregate
intrinsic value
|
|
|
|
|
|
|
|
|
|
Outstanding
at January 1, 2005
|
|
|
2,753,226 |
|
|
$ |
8.57 |
|
|
|
Granted
|
|
|
1,104,667 |
|
|
$ |
8.83 |
|
|
|
Exercised
|
|
|
(477,654 |
) |
|
$ |
6.51 |
|
|
|
Canceled/expired
|
|
|
(278,764 |
) |
|
$ |
9.92 |
|
|
|
Outstanding
at December 31, 2005
|
|
|
3,101,475 |
|
|
$ |
8.86 |
|
|
|
Granted
|
|
|
143,333 |
|
|
$ |
9.12 |
|
|
|
Exercised
|
|
|
(246,883 |
) |
|
$ |
6.82 |
|
|
|
Canceled/expired
|
|
|
(41,575 |
) |
|
$ |
11.30 |
|
|
|
Outstanding
at December 30, 2006
|
|
|
2,956,350 |
|
|
$ |
9.01 |
|
|
|
Granted
|
|
|
2,203,333 |
|
|
$ |
5.40 |
|
|
|
Exercised
|
|
|
(836,950 |
) |
|
$ |
3.36 |
|
|
|
Canceled/expired
|
|
|
(506,166 |
) |
|
$ |
8.29 |
|
|
|
Outstanding
at December 29, 2007
|
|
|
3,816,567 |
|
|
$ |
8.26 |
|
6.08
years
|
$
0.1 million
|
Exercisable
at December 29, 2007
|
|
|
2,203,650 |
|
|
$ |
9.71 |
|
4.79
years
|
$
0.1 million
|
The total
intrinsic value of stock options exercised during fiscal 2007, fiscal 2006 and
fiscal 2005 was $0.8 million, $1.1 million and $1.9 million,
respectively.
The
following table summarizes information about stock options outstanding at
December 29, 2007:
|
|
|
Outstanding
|
|
|
Exercisable
|
|
Range of exercise prices
|
|
|
Shares
|
|
|
Weighted
average
remaining
contractual
life
(years)
|
|
|
Weighted
average exercise price
|
|
|
Shares
|
|
|
Weighted
average
exercise
price
|
|
$ |
0.00 |
|
|
|
- |
|
|
$ |
2.88 |
|
|
|
12,500 |
|
|
|
4.66 |
|
|
$ |
2.88 |
|
|
|
12,500 |
|
|
$ |
2.88 |
|
$ |
2.89 |
|
|
|
- |
|
|
$ |
5.22 |
|
|
|
86,667 |
|
|
|
4.49 |
|
|
|
4.40 |
|
|
|
86,667 |
|
|
|
4.40 |
|
$ |
5.23 |
|
|
|
- |
|
|
$ |
6.00 |
|
|
|
120,500 |
|
|
|
6.55 |
|
|
|
5.80 |
|
|
|
20,500 |
|
|
|
5.90 |
|
$ |
6.01 |
|
|
|
- |
|
|
$ |
6.75 |
|
|
|
1,766,400 |
|
|
|
7.15 |
|
|
|
6.17 |
|
|
|
381,816 |
|
|
|
6.18 |
|
$ |
6.76 |
|
|
|
- |
|
|
$ |
8.00 |
|
|
|
309,925 |
|
|
|
6.51 |
|
|
|
7.56 |
|
|
|
181,592 |
|
|
|
7.39 |
|
$ |
8.01 |
|
|
|
- |
|
|
$ |
10.00 |
|
|
|
765,775 |
|
|
|
6.91 |
|
|
|
8.99 |
|
|
|
765,775 |
|
|
|
8.99 |
|
$ |
10.01 |
|
|
|
- |
|
|
$ |
15.00 |
|
|
|
546,800 |
|
|
|
2.80 |
|
|
|
12.65 |
|
|
|
546,800 |
|
|
|
12.65 |
|
$ |
15.01 |
|
|
|
- |
|
|
$ |
23.00 |
|
|
|
208,000 |
|
|
|
2.36 |
|
|
|
16.12 |
|
|
|
208,000 |
|
|
|
16.12 |
|
$ |
0.00 |
|
|
|
- |
|
|
$ |
23.00 |
|
|
|
3,816,567 |
|
|
|
6.08 |
|
|
$ |
8.26 |
|
|
|
2,203,650 |
|
|
$ |
9.71 |
|
In
addition to the plans described above, the Company’s Lasertel subsidiary has a
stock option plan, the Lasertel, Inc. 2000 Stock Incentive Plan (the “Lasertel
Plan”). The Lasertel Plan, as amended in fiscal 2001, provides for
the award, to employees and other key individuals of Lasertel and Presstek, of
non-qualified options to purchase, in the aggregate, up to 2,100,000 shares of
Lasertel’s common stock. Any future options granted under this plan
will generally vest over four years, with termination dates ten years from the
date of grant. These grants are subject to termination provisions as
provided in the Lasertel Plan.
Stock
option activity under the Lasertel Plan is summarized as follows:
|
|
Shares
|
|
|
Weighted
average
exercise
price
|
|
Weighted
average remaining contractual term
|
Aggregate
intrinsic value
|
|
|
|
|
|
|
|
|
|
Outstanding
at January 1, 2005
|
|
|
243,700 |
|
|
$ |
0.21 |
|
|
|
Granted
|
|
|
15,000 |
|
|
$ |
0.15 |
|
|
|
Exercised
|
|
|
(250 |
) |
|
$ |
0.15 |
|
|
|
Canceled/expired
|
|
|
(8,376 |
) |
|
$ |
0.60 |
|
|
|
Outstanding
at December 31, 2005
|
|
|
250,074 |
|
|
$ |
0.20 |
|
|
|
Granted
|
|
|
-- |
|
|
$ |
-- |
|
|
|
Exercised
|
|
|
-- |
|
|
$ |
-- |
|
|
|
Canceled/expired
|
|
|
(12,874 |
) |
|
$ |
0.15 |
|
|
|
Outstanding
at December 30, 2006
|
|
|
237,200 |
|
|
$ |
0.20 |
|
|
|
Granted
|
|
|
-- |
|
|
$ |
-- |
|
|
|
Exercised
|
|
|
-- |
|
|
$ |
-- |
|
|
|
Canceled/expired
|
|
|
(72,550 |
) |
|
$ |
0.17 |
|
|
|
Outstanding
and exercisable at December 29, 2007
|
|
|
164,650 |
|
|
$ |
0.21 |
|
4.4
years
|
$0.03
million
|
16. BUSINESS
SEGMENT AND GEOGRAPHIC INFORMATION
Presstek
is a market-focused high technology company that designs, manufactures and
distributes proprietary and non-proprietary solutions to the graphic arts
industries, primarily serving short-run, full-color customers. The
Company’s operations are organized based on the market application of our
products and related services and consist of two business segments: Presstek and
Lasertel. The Presstek segment is primarily engaged in the
development, manufacture, sale and servicing of our patented digital imaging
systems and patented printing plate technologies and related equipment and
supplies for the graphic arts and printing industries, primarily serving the
short-run, full-color market segment. Lasertel manufactures and
develops high-powered laser diodes for sale to Presstek and external
customers.
Selected
operating results information for each business segment are as follows (in
thousands):
|
|
Fiscal
2007
|
|
|
Fiscal
2006
|
|
|
Fiscal
2005
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
|
|
|
|
|
Presstek
|
|
$ |
246,573 |
|
|
$ |
258,936 |
|
|
$ |
255,344 |
|
Lasertel
|
|
|
12,495 |
|
|
|
11,469 |
|
|
|
7,760 |
|
Total
revenue, including inter-segment
|
|
|
259,068 |
|
|
|
270,405 |
|
|
|
263,104 |
|
Inter-segment
revenue
|
|
|
(4,225 |
) |
|
|
(4,711 |
) |
|
|
(3,970 |
) |
|
|
$ |
254,843 |
|
|
$ |
265,694 |
|
|
$ |
259,134 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
from external customers
|
|
|
|
|
|
|
|
|
|
|
|
|
Presstek
|
|
$ |
246,573 |
|
|
$ |
258,936 |
|
|
$ |
255,344 |
|
Lasertel
|
|
|
8,270 |
|
|
|
6,758 |
|
|
|
3,790 |
|
|
|
$ |
254,843 |
|
|
$ |
265,694 |
|
|
$ |
259,134 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
Presstek
|
|
$ |
(12,990 |
) |
|
$ |
5,310 |
|
|
$ |
13,965 |
|
Lasertel
|
|
|
(1,754 |
) |
|
|
(1,110 |
) |
|
|
(3,660 |
) |
|
|
$ |
(14,744 |
) |
|
$ |
4,200 |
|
|
$ |
10,305 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
Presstek
|
|
$ |
7,732 |
|
|
$ |
8,288 |
|
|
$ |
8,374 |
|
Lasertel
|
|
|
1,635 |
|
|
|
1,629 |
|
|
|
2,353 |
|
|
|
$ |
9,367 |
|
|
$ |
9,917 |
|
|
$ |
10,727 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures and other additions to
property,
plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
Presstek
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures
|
|
$ |
2,514 |
|
|
$ |
3,391 |
|
|
$ |
3,416 |
|
Equipment
obtained under capital lease
|
|
|
-- |
|
|
|
-- |
|
|
|
110 |
|
Total
Presstek
|
|
|
2,514 |
|
|
|
3,391 |
|
|
|
3,526 |
|
Lasertel
|
|
|
532 |
|
|
|
642 |
|
|
|
2,684 |
|
|
|
$ |
3,046 |
|
|
$ |
4,033 |
|
|
$ |
6,210 |
|
Intersegment
revenues and costs, which originate from the purchase of goods by the Presstek
segment that are manufactured by the Lasertel segment, are eliminated from each
segment prior to review of segment results by the Company’s
management. Accordingly, the amounts of intersegment revenues
allocable to each individual segment have been excluded from the table
above.
Asset
information for the Company’s business segments is as follows (in
thousands):
|
|
December
29,
2007
|
|
|
December
30,
2006
|
|
|
|
|
|
|
|
|
Presstek
|
|
$ |
180,023 |
|
|
$ |
184,510 |
|
Lasertel
|
|
|
12,804 |
|
|
|
13,504 |
|
|
|
$ |
192,827 |
|
|
$ |
198,014 |
|
The
Company’s classification of revenue by geographic area is determined by the
location of the Company’s customer. The following table summarizes
revenue information by geographic area (in thousands):
|
|
Fiscal
2007
|
|
|
Fiscal
2006
|
|
|
Fiscal
2005
|
|
|
|
|
|
|
|
|
|
|
|
United
States
|
|
$ |
153,888 |
|
|
$ |
173,585 |
|
|
$ |
159,907 |
|
United
Kingdom
|
|
|
29,074 |
|
|
|
29,744 |
|
|
|
34,726 |
|
Canada
|
|
|
15,410 |
|
|
|
14,699 |
|
|
|
14,543 |
|
Germany
|
|
|
6,284 |
|
|
|
8,775 |
|
|
|
13,138 |
|
Japan
|
|
|
5,694 |
|
|
|
6,168 |
|
|
|
8,096 |
|
All
other
|
|
|
44,493 |
|
|
|
32,723 |
|
|
|
28,724 |
|
|
|
$ |
254,843 |
|
|
$ |
265,694 |
|
|
$ |
259,134 |
|
The
Company’s long-lived assets by geographic area are as follows (in
thousands):
|
|
December
29,
2007
|
|
|
December
30,
2006
|
|
|
|
|
|
|
|
|
United
States
|
|
$ |
77,872 |
|
|
$ |
78,077 |
|
United
Kingdom
|
|
|
752 |
|
|
|
894 |
|
Canada
|
|
|
220 |
|
|
|
303 |
|
|
|
$ |
78,844 |
|
|
$ |
79,274 |
|
17. MAJOR
CUSTOMERS
No
customer accounted for greater than 10% of revenue in either fiscal 2007, fiscal
2006 or fiscal 2005, or greater than 10% of the Company’s accounts receivable
balance at either December 29, 2007 or December 30, 2006.
18. RELATED
PARTIES
The
Company engages the services of Amster, Rothstein & Ebenstein, a law firm of
which a member of the Company’s Board of Directors is a
partner. Expenses incurred for services from this law firm were $1.1
million, $2.4 million and $0.6 million in fiscal 2007, fiscal 2006 and fiscal
2005, respectively.
19. COMMITMENTS
AND CONTINGENCIES
Commitments
The
Company conducts operations in certain facilities under long-term operating
leases. The Company also leases certain office and other equipment
for use in its operations. These leases expire at various dates
through 2010, with various options to renew as negotiated between the Company
and its landlords. It is expected that in the normal course of
business, leases that expire will be renewed or replaced. Rent
expense under these leases was $1.9 million in fiscal 2007, $1.7 million in
fiscal 2006 and $4.2 million in fiscal 2005.
The
Company’s obligations under its non-cancelable operating leases at December 29,
2007 were as follows (in thousands):
Fiscal
2008
|
|
$ |
2,386 |
|
Fiscal
2009
|
|
|
1,608 |
|
Fiscal
2010
|
|
|
1,052 |
|
Fiscal
2011 |
|
|
626 |
|
Fiscal
2012 |
|
|
642 |
|
Thereafter |
|
|
107 |
|
The
Company entered into an agreement in fiscal 2000 with Fuji Photo Film Co., Ltd.
(“Fuji”), whereby minimum royalty payments to Fuji are required based on
specified sales volumes of the Company’s A3 format size four-color sheet-fed
press. The agreement provides for total royalty payments to be no
less than $6 million and not greater than $14 million over the life of the
agreement. As of December 29, 2007, the Company had paid Fuji $7.8
million under the agreement. The Company’s maximum remaining
liability under the royalty agreement at December 29, 2007, was $6.2
million.
Contingencies
On
October 30, 2006, a chemical was released from a mixing tank into a holding pool
at our manufacturing plant in South Hadley, Massachusetts, which caused us to
temporarily cease digital and analog aluminum plate manufacturing operations at
this location. The chemical release was contained on-site, there were
no reported injuries, neighboring properties were not damaged and there were no
requirements for soil or groundwater remediation. On December 28,
2006, the Audit Committee of the Board of Directors ratified a plan to
discontinue newspaper application analog plate production at the
facility. Expenses associated with and amounts accrued for this
incident as of December 29, 2007 are reflected in the financial results of
discontinued operations (see Note 3). It is possible that costs in
excess of amounts accrued may be incurred.
The
Company has change of control agreements with certain of its employees that
provide them with benefits should their employment with the Company be
terminated other than for cause or their disability or death, or if they resign
for good reason, as defined in these agreements, within a certain period of time
from the date of any change of control of the Company.
From time
to time the Company has engaged in sales of equipment that is leased by or
intended to be leased by a third party purchaser to another party. In
certain situations, the Company may retain recourse obligations to a financing
institution involved in providing financing to the ultimate lessee in the event
the lessee of the equipment defaults on its lease obligations. In
certain such instances, the Company may refurbish and remarket the equipment on
behalf of the financing company, should the ultimate lessee default on payment
of the lease. In certain circumstances, should the resale price of
such equipment fall below certain predetermined levels, the Company would, under
these arrangements, reimburse the financing company for any such shortfall in
sale price (a “shortfall payment”). Generally, the Company’s
liability for these recourse agreements is limited to 9.5% of the amount
outstanding. The maximum amount for which the Company was liable to
the financial institution for the shortfall payment was approximately $1.3
million at December 29, 2007.
Litigation
On
October 26, 2006, the Company was served with a complaint naming the Company,
together with certain of its executive officers, as defendants in a purported
securities class action suit filed in the United States District Court for the
District of New Hampshire. The suit claims to be brought on behalf of
purchasers of Presstek’s common stock during the period from July 27, 2006
through September 29, 2006. The complaint alleges, among other
things, that the Company and the other defendants violated Sections 10(b) and
20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder based on
allegedly false forecasts of fiscal third quarter and annual 2006
revenues. As relief, the plaintiff seeks an unspecified amount of
monetary damages, but makes no allegation as to losses incurred by any purported
class member other than himself, court costs and attorneys’ fees. The
Company believes the allegations are without merit and intends to vigorously
defend against them.
In March
2005, the Company filed an action against Creo, Inc. (subsequently acquired by
Kodak) in the U.S. District for the District of New Hampshire for patent
infringement. In this action, the Company alleges that Creo has
distributed a product that violates a Presstek U.S. Patent. The
Company is seeking an order from the court that Creo refrain from offering the
infringing product for sale, from using the infringing material or introducing
it for the named purposes, or from possessing such infringing material, and for
the payment of damages associated with the infringement. A trial is
scheduled for the fall of 2008.
In August
2007, an Arbitrator from the International Centre for Dispute Resolution issued
a partial award against the Company and in favor of Reda National Company
(“Reda”), a former Company distributor operating in the Middle
East. Reda claims that the Company breached an exclusive distributor
agreement by entering into a distribution agreement with another party covering
the same territory assigned to Reda. Reda has claimed damages
totaling approximately $9.7 million. In the partial award the
Arbitrator found that the Company had breached its agreement with Reda and found
the Company liable to Reda for arbitration costs, attorneys’ fees, and
incidental expenses incurred by Reda in connection with the
arbitration. The Arbitrator also ordered that a further
hearing to determine additional damages, if any, would be
scheduled. The damages hearing was held in December 2007 and the
parties are awaiting the findings of the Arbitrator. The Company
believes that it has meritorious defenses to Reda’s damages claim and has
vigorously contested the claim.
On
February 4, 2008, the Company received from the U.S. Securities and Exchange
Commission (the "SEC") a formal order of investigation relating to the
previously disclosed SEC inquiry regarding the Company's announcement of
preliminary financial results for the third quarter of 2006. The
Company is cooperating fully with the SEC's investigation.
In
January 2008 the Company was served with an Administrative Complaint filed by
the U.S. Environmental Protection Agency (“EPA”). The EPA seeks to
assess penalties against the Company for alleged violations of certain
provisions of the Clean Air Act and the Comprehensive Environmental Response,
Compensation and Liability Act arising from an incident occurring at a facility
of the Company located in South Hadley, Massachusetts on October 30,
2006. The Company has recorded its best estimate of any losses
associated with this matter.
Presstek
is a party to other litigation that it considers routine and incidental to its
business however it does not expect the results of any of these actions to have
a material adverse effect on its business, results of operation or financial
condition.
20. QUARTERLY
RESULTS (UNAUDITED)
|
|
First
Quarter
|
|
|
Second
Quarter
|
|
|
|
Third
Quarter
(2)
|
|
Fourth
Quarter
(3)(4)(5)(6)
|
(in
thousands, except per-share data)
|
|
|
Fiscal
2007
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$ |
65,152 |
|
|
$ |
68,751 |
|
|
|
$ |
59,612 |
|
|
$ |
61,328 |
|
Gross
profit
|
|
$ |
18,508 |
|
|
$ |
18,597 |
|
|
|
$ |
14,756 |
|
|
$ |
18,815 |
|
Income
(loss) from continuing operations
|
|
|
(866 |
) |
|
|
(4,854 |
) |
|
|
|
(3,626 |
) |
|
|
(2,804 |
) |
Income
(loss) from discontinued operations
|
|
|
(112 |
) |
|
|
24 |
|
|
|
|
10 |
|
|
|
24 |
|
Net
income (loss)
|
|
$ |
(978 |
) |
|
$ |
(4,830 |
) |
|
|
$ |
(3,616 |
) |
|
$ |
(2,780 |
) |
Earnings
(loss) per share from continuing operations - basic
|
|
|
(0.03 |
) |
|
|
(0.13 |
) |
|
|
|
(0.10 |
) |
|
|
(0.08 |
) |
Earnings
(loss) per share from discontinued operations – basic
|
|
|
(0.00 |
) |
|
|
(0.00 |
) |
|
|
|
(0.00 |
) |
|
|
(0.00 |
) |
Earnings
(loss) per share – basic (1)
|
|
$ |
(0.03 |
) |
|
$ |
(0.13 |
) |
|
|
$ |
(0.10 |
) |
|
$ |
(0.08 |
) |
Earnings
(loss) per share from continuing operations – diluted
|
|
|
(0.03 |
) |
|
|
(0.13 |
) |
|
|
|
(0.10 |
) |
|
|
(0.08 |
) |
Earnings
(loss) per share from discontinued operations – diluted
|
|
|
(0.00 |
) |
|
|
(0.00 |
) |
|
|
|
(0.00 |
) |
|
|
(0.00 |
) |
Earnings
(loss) per share – diluted (1)
|
|
$ |
(0.03 |
) |
|
$ |
(0.13 |
) |
|
|
$ |
(0.10 |
) |
|
$ |
(0.08 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$ |
67,327 |
|
|
$ |
70,882 |
|
|
|
$ |
61,419 |
|
|
$ |
66,066 |
|
Gross
profit
|
|
$ |
20,785 |
|
|
$ |
20,763 |
|
|
|
$ |
18,044 |
|
|
$ |
19,386 |
|
Income
(loss) from continuing operations
|
|
|
2,978 |
|
|
|
2,579 |
|
|
|
|
(40 |
) |
|
|
7,500 |
|
Income
(loss) from discontinued operations
|
|
|
(254 |
) |
|
|
167 |
|
|
|
|
(383 |
) |
|
|
(2,803 |
) |
Net
income (loss)
|
|
$ |
2,724 |
|
|
$ |
2,746 |
|
|
|
$ |
(423 |
) |
|
$ |
4,697 |
|
Earnings
(loss) per share from continuing operations - basic
|
|
|
0.09 |
|
|
|
0.07 |
|
|
|
|
0.00 |
|
|
|
0.21 |
|
Earnings
(loss) per share from discontinued operations – basic
|
|
|
(0.01 |
) |
|
|
0.01 |
|
|
|
|
(0.01 |
) |
|
|
(0.08 |
) |
Earnings
(loss) per share – basic (1)
|
|
$ |
0.08 |
|
|
$ |
0.08 |
|
|
|
$ |
(0.01 |
) |
|
$ |
0.13 |
|
Earnings
(loss) per share from continuing operations – diluted
|
|
|
0.09 |
|
|
|
0.07 |
|
|
|
|
0.00 |
|
|
|
0.21 |
|
Earnings
(loss) per share from discontinued operations – diluted
|
|
|
(0.01 |
) |
|
|
0.01 |
|
|
|
|
(0.01 |
) |
|
|
(0.08 |
) |
Earnings
(loss) per share – diluted (1)
|
|
$ |
0.08 |
|
|
$ |
0.08 |
|
|
|
$ |
(0.01 |
) |
|
$ |
0.13 |
|
|
(1) Income
(loss) per share is computed independently for each of the quarters
presented; accordingly, the sum of the quarterly income (loss) per share
may not equal the total computed for the
year.
|
|
(2) In
the third quarter of fiscal 2007, the Company identified revenue
transactions totaling $1.5 million that were incorrectly recorded in prior
periods. A determination was made that these errors were not
material to prior periods or the current period and a correction was made
by reducing revenue by $1.5 million and reducing gross profit by $0.2
million in the third quarter.
|
|
(3) In
the fourth quarter of fiscal 2006, the Company recognized an expense of
$2.8 million associated with the impairment of goodwill as a result of
applying SFAS 144 and 142.
|
|
(4) In
the fourth quarter of fiscal 2006, the Company recorded an expense of $2.3
million relating to the impairment of intangible assets relating to patent
defense costs as the Company determined that the future economic benefits
of the patent were not assured of being
increased.
|
|
(5) In
the fourth quarter of fiscal 2007, the Company recorded $2.5 million of
legal expenses relating to pending and threatened
litigation.
|
|
(6) In
the fourth quarter of fiscal 2007, the Company recorded approximately $1.7
million of accounting fees related primarily to the fiscal 2007 audit and
European review.
|
PRESSTEK,
INC. AND SUBSIDIARIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SCHEDULE
II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at
|
|
|
Charged
to
|
|
|
Charged
to
|
|
|
|
|
|
Deductions
|
|
|
Balance
at
|
|
|
|
beginning
|
|
|
costs
and
|
|
|
other
|
|
|
|
|
|
and
|
|
|
end
|
|
|
|
of
period
|
|
|
expenses
|
|
|
accounts
|
|
|
|
|
|
write-offs
|
|
|
of
period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance
for losses on accounts receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal
year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
$ |
2,994 |
|
|
$ |
2,092 |
|
|
$ |
- |
|
|
|
|
|
$ |
(2,153 |
) |
|
$ |
2,933 |
|
2006
|
|
$ |
3,294 |
|
|
$ |
391 |
|
|
$ |
- |
|
|
|
|
|
$ |
(691 |
) |
|
$ |
2,994 |
|
2005
|
|
$ |
4,304 |
|
|
$ |
1,604 |
|
|
$ |
(30 |
) |
(1) |
|
|
|
$ |
(2,584 |
) |
|
$ |
3,294 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves
for excess and obsolete inventory
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal
year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
$ |
13,995 |
|
|
$ |
5,216 |
|
|
$ |
- |
|
|
|
|
|
$ |
(5,593 |
) |
|
$ |
13,618 |
|
2006
|
|
$ |
16,507 |
|
|
$ |
1,346 |
|
|
$ |
- |
|
|
|
|
|
$ |
(3,858 |
) |
|
$ |
13,995 |
|
2005
|
|
$ |
17,707 |
|
|
$ |
2,912 |
|
|
$ |
(3,074 |
) |
(1) |
|
|
|
$ |
(1,038 |
) |
|
$ |
16,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Purchase accounting adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 9. Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure
Not
applicable
(a)
|
Evaluation
of Disclosure Controls and
Procedures
|
The
Company carried out, under the supervision and with the participation of the
Company’s management, including the Company’s Chief Executive Officer and Chief
Financial Officer, an evaluation of the effectiveness of the design and
operation of the Company’s disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended). Based on their evaluation, the Company’s Chief Executive Officer
and its Chief Financial Officer concluded that, as of December 29,
2007, the Company’s disclosure controls and procedures were not effective
because of the material weaknesses identified as of such date discussed below.
Notwithstanding the existence of the material weaknesses described below,
management has concluded that the consolidated financial statements in this Form
10-K fairly present, in all material respects, the Company’s financial position,
results of operations and cash flows for the periods and dates
presented.
(b)
Management’s Report on Internal Control over Financial Reporting
The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rule 13a-15(f) under the
Securities Exchange Act of 1934. Our internal control over financial
reporting is 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 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.
With
the participation of the Company’s Chief Executive Officer and Chief Financial
Officer, management conducted an evaluation of the effectiveness of our internal
control over financial reporting as of December 29, 2007, based on the
framework and criteria established in Internal
Control – Integrated Framework, issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
A
material weakness is a deficiency, or a combination of deficiencies, in internal
control over financial reporting such that there is a reasonable possibility
that a material misstatement of the annual or interim financial statements will
not be prevented or detected in a timely basis. In its assessment of
the effectiveness in internal control over financial reporting as of December
29, 2007, the Company determined that there were control deficiencies that
constituted the following material weaknesses, as described below.
Significant
or Non-Routine Transactions
The
Company did not maintain a sufficient complement of personnel with the
appropriate level of accounting knowledge, experience, and training in the
application of U.S. generally accepted accounting principles (“U.S. GAAP”) to
analyze, review, and monitor accounting for transactions that are significant or
non-routine. In addition, the Company did not prepare adequate
contemporaneous documentation that would provide a sufficient basis for an
effective evaluation and review of the accounting for transactions that are
significant or non-routine. This deficiency resulted in errors in the
preliminary December 29, 2007 consolidated financial statements and a reasonable
possibility that a material misstatement of the Company’s annual or interim
financial statements would not be prevented or detected.
Revenue
Recognition
Internal
control applicable to equipment revenue recognition was not adequate to ensure
that sufficient documentation regarding terms and conditions of equipment
contracts and agreements were maintained to permit proper evaluation relative to
revenue recognition of such contracts and agreements in
accordance with U.S. GAAP. In addition,
review controls over accounting for equipment revenue transactions
were not operating effectively to identify accounting errors, and monitoring
controls designed to ensure that an appropriate review was
properly performed were not operating effectively. These
deficiencies resulted in a reasonable possibility that a material misstatement
of our annual or interim financial statements would not be prevented or detected
on a timely basis.
Account
Reconciliations and Journal Entries
Account
reconciliations and journal entries were not consistently reviewed and approved
with appropriate supporting documentation in order to ensure completeness and
accuracy. In addition, monitoring controls designed to ensure that account
reconciliations were properly performed were not operating effectively. These
deficiencies resulted in a reasonable possibility that a material misstatement
of our annual or interim financial statements would not be prevented or detected
on a timely basis.
Inventory
Calculations
that are performed to determine the inventory adjustments necessary relative to
excess and obsolete inventory and the capitalization of manufacturing variances
were not reviewed for completeness and accuracy at a sufficient level of
precision by someone independent of the preparer and the Company did not have
adequate controls to ensure the mathematical accuracy of spreadsheets that were
used to perform such calculations. These deficiencies resulted in material
errors in the Company’s preliminary December 29, 2007 consolidated financial
statements that were corrected prior to issuance.
Because
of the material weaknesses described above, management has concluded that our
internal control over financial reporting was not effective as of December 29,
2007.
The
effectiveness of the Company’s internal control over financial reporting as of
December 29, 2007, has been audited by the Company’s independent registered
public accounting firm, whose report is included in this Annual Report on Form
10-K.
(c) Remediation
Plan for Material Weaknesses in Internal Control over Financial
Reporting
Our
management continues to engage in substantial efforts to remediate the
material weaknesses noted above. The following remedial actions are
intended both to address the identified material weaknesses and to enhance our
overall internal control over financial reporting.
Significant
or Non-Routine Transactions
The
following remedial actions have been implemented through December 29,
2007:
·
|
On
February 28, 2007, the Company announced the appointment of a new Chief
Financial Officer.
|
·
|
Effective
April 3, 2007, the Audit Committee of the Board of Directors established a
Financial Reporting Task Force to develop and implement a corrective
action plan to ensure full remediation of the material
weaknesses. This Task Force, which reports directly to the
Audit Committee, is led by the Chief Financial
Officer.
|
·
|
During
March, 2007, a new Financial Reporting Manager was appointed to manage all
SEC-related activities including accounting guidance and periodic
reporting.
|
·
|
In
the first quarter of 2007, the Company undertook a review to ensure that
the finance, accounting and tax functions are staffed in accordance with
the required competencies. Since that time, the Finance
organization has been strengthened by the addition of personnel,
(including revenue analysts, tax manager, senior accountants, and a
Director of Accounting) to address complex accounting and financial
reporting requirements and has substantially filled its hiring
objectives.
|
·
|
On
May 23, 2007, the Company appointed a Director of Internal
Audit. The Director of Internal Audit reports directly to the
Audit Committee and has responsibility for directing the internal audit
function and leading Sarbanes-Oxley compliance monitoring
activities.
|
The
following remedial actions have been initiated and will continue to be
implemented after December 29, 2007:
·
|
Beginning
in the third quarter of fiscal 2007, additional training has been provided
to finance, accounting and tax professionals regarding new and evolving
areas in U.S. GAAP.
|
·
|
During
the fourth quarter of fiscal 2007, the Company implemented a process
designed to ensure the timely documentation, review, and approval of
complex accounting transactions by qualified accounting
personnel.
|
·
|
Beginning
in the third quarter of fiscal 2007, the Company requires that analysis of
all significant or non-routine transactions must be documented, reviewed,
and approved by senior financial
management.
|
·
|
During
the first quarter of fiscal 2008, the Company expanded the staffing of
their internal audit department. In addition, during the second quarter of
fiscal 2008, the Director of Internal Audit took the position of
VP-Corporate Controller and the Company hired a new European Finance
Director. The Company is continuing to evaluate their staffing
requirements.
|
Revenue
Recognition
The
following remedial actions have been initiated during the fourth quarter of
fiscal 2007 and will continue to be implemented after December 29,
2007:
·
|
Supported
by the services of subject matter experts and consultants, the Company’s
revenue recognition policy was strengthened to
include:
|
o
|
Enhanced
documentation requirements to support revenue transactions and their
related accounting treatment;
|
o
|
Tightening
of necessary approvals on any departures from standard terms and
conditions on sales and service agreements to include senior financial and
legal management;
|
o
|
Clarification
of revenue recognition treatment on distributor equipment
transactions.
|
·
|
Additional
training regarding revenue recognition practices was provided to all sales
personnel worldwide. Special training to communicate and
strengthen understanding of the revised revenue recognition policy will be
conducted in fiscal 2008.
|
·
|
Internal
controls, as they relate to our European operation, have been strengthened
and reinforced through additional training and supervision, the addition
of a full-time European revenue analyst, changes to credit practices, and
other control measures. In addition, certain personnel changes and
realignment of work responsibilities will be
implemented.
|
·
|
Revenue
recognition processes have been restructured to increase sales and
accounting personnel participation earlier in the process and improve
delivery of key information on equipment transaction terms and
conditions.
|
·
|
Review
and monitoring controls at Corporate-Finance on equipment transactions
involving foreign operations have been enhanced, including periodic
confirmation of key terms with
customers.
|
Account
Reconciliations and Journal Entries
The
following remedial actions have been initiated during the fourth quarter of
fiscal 2007 and will continue to be implemented after December 29,
2007:
·
|
Additional
training of Company personnel has been performed and will continue to be
performed to ensure that key account reconciliations are performed,
documented, reviewed and approved as part of the monthly financial closing
process.
|
·
|
Review
and monitoring controls over key account reconciliations has been and will
continue to be enhanced to include detailed reviews of monthly
reconciliations and supporting documentation by Senior Corporate Finance
personnel.
|
·
|
Management
review controls have been and will continue to be enhanced to ensure that
all journal entries are reviewed and approved with appropriate supporting
documentation.
|
Inventory
The
following remedial actions will be initiated beginning in the first quarter of
fiscal 2008 in response to this weakness:
·
|
An
independent review, by appropriate management personnel, will be performed
and documented in a detailed manner to determine that these complex
calculations are performed
accurately.
|
·
|
The
Company will enhance the spreadsheet controls over the mathematical
accuracy of spreadsheets for these inventory account
calculations.
|
(d)
Changes in Internal Control over Financial Reporting
Other
than the foregoing measures to remediate the material weaknesses described
above, certain of which were not fully implemented as of December 29, 2007,
there was no change in the Company's internal control over financial reporting
during the quarter ended December 29, 2007, that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.
Report
of Independent Registered Public Accounting Firm
The
Board of Directors and Stockholders
Presstek,
Inc.:
We
have audited Presstek, Inc.’s internal control over financial reporting as of
December 29, 2007, based on criteria established in Internal
Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Presstek, 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 Management’s
Report on Internal Control over Financial Reporting. 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.
A
material weakness is a deficiency, or a combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the company’s annual or interim financial
statements will not be prevented or detected on a timely basis. Material
weaknesses related to a) significant or non-routine transactions, b) revenue
recognition, c) account reconciliations and journal entries, and d) inventory
have been identified and included in Management’s
Report on Internal Control over Financial Reporting. We
also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheets as
of December 29, 2007 and December 30, 2006 and the related consolidated
statements of operations, changes in stockholders’ equity and comprehensive
income, and cash flows for each of the years ended December 29, 2007 and
December 30, 2006 of Presstek, Inc. and subsidiaries. These material weaknesses
were considered in determining the nature, timing, and extent of audit tests
applied in our audit of the December 29, 2007 consolidated financial statements,
and this report does not affect our report dated April 30, 2008, which expressed
an unqualified opinion on those consolidated financial statements.
In
our opinion, because of the effect of the aforementioned material weaknesses on
the achievement of the objectives of the control criteria, Presstek, Inc. has
not maintained effective internal control over financial reporting as of
December 29, 2007, based on criteria established in Internal
Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
/s/ KPMG LLP
Boston,
Massachusetts
April
30, 2008
None.
PART
III
Item 10. Directors, Executive Officers and Corporate
Governance
DIRECTORS
John
W. Dreyer
|
70
|
Chairman
of the Board
|
Jeffrey
Jacobson
|
48
|
President,
Chief Executive Officer and a Director
|
Daniel
S. Ebenstein
|
65
|
Director
|
Dr.
Lawrence Howard
|
55
|
Director
|
Michael
D. Moffitt
|
68
|
Director
|
Brian
F. Mullaney
|
48
|
Director
|
Steven
N. Rappaport
|
59
|
Director
|
Frank
D. Steenburgh
|
64
|
Director
|
Donald
C. Waite, III
|
66
|
Director
|
John W. Dreyer has been
Non-Executive Chairman of the Board of Directors since June 2006. Mr.
Dreyer has been a director of the Company since February 1996. Mr. Dreyer
served as the Company’s Lead Director from March 2005 until his election as
Chairman. He retired as Chairman and Chief Executive Officer of Pitman
Company, a graphic arts and image supplier, in December 2000.
Jeffrey Jacobson has been the
President and Chief Executive Officer and a director of the Company since May
2007. From April 2005 until April 2007, he was a Corporate Vice President
and the Chief Operating Officer of Eastman Kodak Company’s Graphic
Communications Group, a division formed by the integration of six different
Kodak companies into a $3.6 billion global enterprise. From March, 2000
through March, 2005, Mr. Jacobson served as Chief Executive Officer of Kodak
Polychrome Graphics, a $1.7 billion global joint venture between Sun Chemical
Corporation and Eastman Kodak. In all, Mr. Jacobson has 21 years of
experience in the graphics arts industry. Mr. Jacobson is a board
member of the Electronic Document Systems Foundation, as well as a board member
of the New York University Graphic Communications Management and Technology
Advisory Board.
Daniel S. Ebenstein has
been a director of the Company since November 1999. Since 1968, Mr.
Ebenstein has been practicing intellectual property law at the New York law firm
of Amster, Rothstein & Ebenstein LLP and has been a partner of that firm
since 1972.
Dr. Lawrence Howard, a
founder of the Company, has been a director of the Company since November
1987. Since March 1997, Dr. Howard has been a general partner of
Hudson Ventures, L.P. (formerly known as Hudson Partners, L.P.), a limited
partnership that is the general partner of Hudson Venture Partners, L.P., a
limited partnership that is qualified as a small business investment
company. Since March 1997, Dr. Howard has also been a managing member of
Hudson Management Associates LLC, a limited liability company that provides
management services to Hudson Venture Partners, L.P. Since November of
2000, Dr. Howard has been a General Partner of Hudson Venture Partners II, and a
limited partner of Hudson Venture II, L.P. From 1988 to 1993 he served in
various executive positions with the Company, including Chief Executive
Officer. He also serves as a director and Chairman of the Board of iCad,
Inc.
Michael D. Moffitt has
been a director of the Company since July 2000. From March 1989 to the
present, Mr. Moffitt has been self-employed as a consultant and an investment
adviser.
Brian F. Mullaney has
been a director of the Company since October 2005. Mr. Mullaney is a
founding director of The Smile Train, the world’s largest non-profit cleft lip
and palate surgery organization, and has been the president of the organization
since June 2002.
Steven N. Rappaport has
been a director of the Company since November 2003. Since July 2002, Mr.
Rappaport has been a partner of RZ Capital, LLC, a private investment firm that
also provides administrative services for a limited number of clients. Mr.
Rappaport is currently serving as an independent director and audit committee
member with respect to a number of investment portfolios, of which Credit Suisse
serves as the investment adviser under the Investment Companies Act of
1940. Twenty one of the funds are open-end funds and Mr. Rappaport is the
Chairman of these funds. Seven of the funds are closed-end funds, whose
shares are currently listed on the New York Stock Exchange. Mr. Rappaport
also serves as a director of iCad, Inc. and a number of for profit private
businesses, and is a member of the Board of Trustees of Washington University in
St. Louis.
Frank D. Steenburgh has been
a director of the Company since April 2008. From January 2008 until
the present, he has served as Chief Marketing Officer of ColorCentric
Corporation. From January 2006 until the present, he has served as
President and CEO of Steenburgh & Associates, LLC. From January 2005
until December 2005 he served as Senior Vice President, Business Growth of Xerox
Corporation. From November 2001 until December 2004 he served as Senior
Vice President and Worldwide General Manager, iGen3 Business of Xerox.
Prior thereto he served in various capacities with Xerox.
Donald C. Waite, III
has been a director of the Company since July 2002. Since February 2002,
Mr. Waite has been the Director of the Executives-in-Residence Program and an
Adjunct Professor at Columbia Graduate School of Business. Mr. Waite was
employed as an executive with McKinsey & Company, an international
management consulting firm, from 1966 until his retirement in February
2002. He remains a member of the McKinsey Investment Committee. From
June 1996 to February 2002, Mr. Waite was one of the three members of McKinsey’s
Office of the Managing Director, and Chairman of McKinsey’s Investment Committee
and Compensation Committee. Mr. Waite is a Director Emeritus of McKinsey
& Company. He sits on the Board of Overseers of the Columbia Graduate
School of Business and is a member of the board of directors of Guardian Life
Insurance Company of America and Information Services Group, Inc.
EXECUTIVE
OFFICERS
Executive
officers serve at the discretion of the Board until their successors have been
duly elected and qualified or until their earlier resignation or
removal. The current executive officers of the Company and their ages
are:
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
Jeffrey
Jacobson
|
|
|
48 |
|
President,
Chief Executive Officer and a Director
|
|
|
|
|
|
|
Jeffrey
A. Cook
|
|
|
53
|
|
Executive
Vice President, Chief Financial Officer, and Treasurer
|
|
|
|
|
|
|
Mark
J. Levin
|
|
|
51 |
|
President,
Americas Region
|
|
|
|
|
|
|
James
R. Van Horn
|
|
|
52
|
|
Vice
President, General Counsel and
Secretary
|
Biographical
information for Mr. Jacobson can be found in the section above entitled
“Directors”.
Jeffrey A. Cook was appointed
Senior Vice President, Chief Financial Officer and Treasurer in February 2007
and appointed Executive Vice President in February 2008. From July 2005
until February 2007 he was self-employed. Prior thereto, he served as
Senior Vice President and Chief Financial Officer of Kodak Polychrome Graphics,
a joint venture between Eastman Kodak Company and Sun Chemical
Corporation.
Mark J.
Levin was appointed
President, Americas Region in November 2007. From October 2005 until March
2007 he served as President-Commercial Group of Sun
Chemical Corporation. From October 2003 until October 2005 he served as
President-Publication Inks of Sun Chemical. Prior thereto, he served as
Senior Vice President of Heidelberger Druckmaschinen.
James R. Van Horn was appointed
Vice President and General Counsel of the Company in October 2007 and Secretary
in December 2007. From January 2007 until October 2007 he served as a
consultant to Sun-Times Media Group, Inc. From March 2004 to January 2007
he served as Vice President, General Counsel and Secretary of Sun-Times Media
Group, Inc. Prior thereto he served as Chief Administrative Officer,
General Counsel and Secretary of NUI Corporation.
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s
officers and directors, and persons who beneficially own more than ten percent
of a registered class of the Company’s equity securities (collectively, the
“Reporting Persons”), to file reports of ownership and changes in ownership with
the Securities Exchange Commission (“SEC”). Such Reporting Persons
are required by SEC rules to furnish the Company with copies of all Section 16
forms they file. Based solely on its review of the copies of such
filings and written representations from the Company’s directors and executive
officers, the Company believes that during the fiscal year ended December 29,
2007, all Reporting Persons timely filed all Section 16(a) reports required to
be filed by them, except that one Form 4 filed by John Dreyer was filed one day
late.
CODE
OF ETHICS
The
policies comprising the Company’s code of ethics are set forth in the Company’s
Code of Business Conduct and Ethics. These policies contain
provisions satisfying all the elements of the SEC’s requirements for a “code of
ethics,” and apply to all directors, officers and employees. The Code
of Business Conduct and Ethics can be found on the Company’s website at www.presstek.com. The
Company will disclose any amendments to the Code of Business Conduct and Ethics
with regard to the provisions of the Code required by SEC requirements, or any
waivers from such provisions provided to any of the Company’s principal
executive, financial or accounting officers or controller (or persons performing
similar functions), on that website or in a report on Form 8-K.
AUDIT
COMMITTEE
The
Company has a standing Audit Committee of the Board established in accordance
with section 3(a)(58)(A) of the Securities Act of 1934, as
amended. The Audit Committee is currently comprised of Mr.
Stephen N. Rappaport as Chair, Dr. Lawrence Howard and Mr. Donald C. Waite
III. The Company’s Board of Directors has determined that Mr.
Rappaport, who qualifies as an independent director under Nasdaq listing
standards, is also “an audit committee financial expert” as such term is defined
by an SEC regulation.
Compensation
Discussion and Analysis
Overview
During
2007 the Company experienced a transition to a new executive leadership
team. The Board of Directors and its Compensation Committee (the
“Committee”) spent significant effort in recruiting a new President and Chief
Executive Officer, Jeffrey Jacobson, and a new Executive Vice President and
Chief Financial Officer, Jeffrey A. Cook, to the Company. Since the
arrival of these two new executive officers, the Committee has worked closely
with them to recruit additional executive officers and other members of the
Company’s new senior management team.
As part
of this process, the Committee has further developed its compensation processes
and the structure of the Company’s compensation programs, with a stronger
emphasis going forward on performance-based compensation. Results of
this enhanced process and structure are reflected in the compensation
arrangements of the Company’s new executives. In accordance with SEC
rules, the following discussion primarily addresses the compensation paid to the
current and former executive officers included in the Summary Compensation Table
(referred to as the “named executive officers”) during 2007 and also discusses
the philosophy, objectives and component parts of our enhanced executive
compensation program.
Mr.
Jacobson and Mr. Cook are the only two current executive officers who are listed
as named executive officers in the Summary Compensation Table. Our
other current executive officers were hired in the fourth quarter of 2007 and
their total compensation in fiscal 2007 did not exceed the minimum threshold for
inclusion of an individual executive officer’s compensation in the Summary
Compensation Table and the other executive compensation disclosure in this Item
11 of Form 10-K under SEC rules.
Compensation
Philosophy and Objectives
The
Company’s compensation philosophy is to provide a total compensation package
that aligns the interests of management with those of our stockholders,
motivates management to profitably achieve our strategic growth and annual
operating objectives and enables us to attract and retain talented
executives.
We seek
to align management’s interests with those of our stockholders by using
equity-based long-term incentive awards. These awards generally
consist of stock options that vest over time, and serve not only as a retention
tool, but also as a means to encourage enhanced performance of our Common Stock
since executives obtain the opportunity for financial rewards only when the
stock price increases. Starting in 2008 and going forward, we will
also align management’s interests with those of our stockholders by basing a
significant portion of targeted annual cash incentive awards on our annual
performance against pre-established financial targets, so that executives
receive greater incentives when the Company achieves its financial
goals.
We seek
to motivate management to achieve growth and operating objectives by designing
compensation programs that reward the achievement of pre-determined performance
objectives in areas that the Committee believes are critical to the Company’s
success.
We seek
to attract and retain talented executives by ensuring that the compensation
opportunities provided to them are competitive in relation to similar positions
at comparable organizations and by ensuring retention through time-vested
equity-based incentive awards. We do this by using compensation
survey data for the relevant position, including levels within different
elements of compensation (base salary, annual bonus, long-term incentives and
fringe benefits), to make sure that the compensation package that we provide to
an executive has a total value that is at least near the mid-point for total
compensation within the applicable survey data, and that the various elements of
compensation for the position present an appropriate mix for the
position.
Components
of the Compensation Program
The
Company’s executive compensation program is comprised of the following
components, in support of our executive compensation philosophy.
Base Salary. Base salary is
based upon competitive market data derived from compensation surveys, such as
those used in 2007 and described below, as well as compensation information
derived from search firms in connection with the Company’s recruitment of new
executives. Our objective is to pay competitive base salaries in order to
attract and retain talented executives. Increases in base salary are
used to reward performance and/or to address changes in the market with respect
to the competitive salary for a particular position.
Annual Incentive Program.
Annual cash incentive opportunities provided to executives are based upon the
achievement of targeted performance levels in specific
categories. These incentives are designed to reward performance, to
align the interests of management with those of stockholders, and to provide
market competitive compensation opportunities to executives. In 2007,
as part of their employment agreements and to induce them to become employed by
the Company, Messrs. Jacobson and Cook received guaranteed
bonuses. Beginning in 2008 we intend to pay our executives primarily
performance-based bonuses.
Long-Term Incentive Program.
Time-vested equity compensation in the form of stock options and other equity
based awards provided to executives are and will be designed to reward
performance, to serve as a retention tool to align the interests of management
with those of stockholders, and to provide market competitive compensation
opportunities to executives.
Benefits/Perquisites. We
provide corporate executives with generally the same benefits as those provided
to all other salaried employees, such as health and dental insurance, life
insurance, short- and long-term disability, 401(k) plan with company match, and
an employee stock purchase plan. In addition, we also provide certain executives
with a car allowance or Company-provided automobile and reimbursement of gas and
parking expenses.
In
addition, certain executives, including Messrs. Jacobson and Cook, are parties
to employment agreements with us that that provide compensation if the
executive’s employment is terminated under specified
circumstances. These agreements also provide for certain severance
payments if there is a change in control and the executive is terminated without
cause or the executive leaves for good reason, as defined in the
agreements. These agreements help us to attract talented executives,
reduce the potential for employment litigation and avoid the loss of our
executives to our competitors and other companies.
Compensation
Committee
Our
executive compensation programs are overseen and administered by the Committee,
is comprised of three independent members of the Board. The current
members of the Committee are Dr. Lawrence Howard (Chairman), Brian F. Mullaney
and Steven N. Rappaport. The Committee’s charter charges it with
various duties and responsibilities, including responsibility for establishing
annual and long-term performance goals for the Company’s elected officers,
including the compensation and evaluation of the performance of executive
officers. The Committee’s charter is reviewed annually and can be
found on our website at www.presstek.com.
Management’s
Role in Compensation
The
President and Chief Executive Officer, the Executive Vice President and Chief
Financial Officer, the Vice President of Human Resources and the Vice President,
General Counsel and Secretary often attend Committee meetings to present matters
for consideration by the Committee and to answer questions regarding those
matters.
The
President and Chief Executive Officer recommends to the Committee increases or
changes in compensation for executive officers other than himself, based on his
assessment of each individual’s performance, contribution to the Company’s
results and potential for future contributions to our success. The
Committee meets in executive session without any members of management present
to review the performance and compensation of the President and Chief Executive
Officer, to evaluate compensation proposals made by management and to make
decisions with respect to these proposals. The Committee has ultimate
responsibility for approving and setting compensation levels for the Company’s
executive officers, other than the Chief Executive Officer, with respect to
whom, the Committee makes recommendations to the full Board.
Compensation
Consultants
In 2007
the Committee retained Pearl Meyer & Partners as a compensation consultant
to provide the Committee with independent analysis and competitive market data
in connection with the Committee’s negotiation of a compensation arrangement
with Mr. Jacobson, who joined the Company in May 2007 as President and Chief
Executive Officer. The Committee also used compensation survey data
acquired from Radford Consulting.
Setting
Compensation Levels
During
2007 the Board of Directors recruited and hired a new executive management
team. In determining the compensation to be paid to Mr. Jacobson as
President and Chief Executive Officer, the Committee utilized competitive market
information developed by Pearl Meyer & Partners. The Committee
considered several factors in determining the amount and components of Mr.
Jacobson’s compensation. The Committee considered, among other
things:
·
|
the
Board’s strong desire to hire Mr. Jacobson due to his reputation for
successfully leading other businesses in the industry to significantly
improved financial performance,
|
·
|
Mr.
Jacobson’s then current compensation level, as well as the components of
his compensation,
|
·
|
the
competitive market information provided to the Committee by Pearl Meyer
& Partners, and
|
·
|
the
desire of the Committee to provide Mr. Jacobson with a competitive total
compensation and benefit package that would attract him to accept the
Company’s offer of employment, and that would align strongly align his
interests to those of the Company’s stockholders by providing a
significant incentive to enhance stockholder
wealth.
|
In
performing a compensation analysis with respect to the Committee’s negotiations
with Mr. Jacobson, Pearl Meyer & Partners examined compensation data from
certain companies included in its CHiPS executive compensation
survey. The companies included in the analysis are technology
companies with less than $1 billion in revenues, with a median revenue size of
$296 million and the 75th
percentile revenue size of $561 million. The comparator group of
companies used for this purpose were:
Coherent Gerber
Scientific JDS
Uniphase Corp.
Electronics
for
Imaging
GSI
Group
ROFIN SINAR Technologies
Excel
Technology
Imation
Corp.
Zebra Technologies
The
consideration of these factors, and the negotiations between the Company and Mr.
Jacobson, resulted in a compensation reflected in an employment agreement
consisting of the following elements:
·
|
a
starting base salary of $600,000 per year which will increase over the
four-year term of his employment
agreement,
|
·
|
guaranteed
annual bonus of $400,000 for 2007,
|
·
|
a
target annual cash incentive opportunity of 66.7% of base
salary for 2008 which will increase over the four-year period of his
employment agreement,
|
·
|
a
signing bonus of 300,000 shares of the Company’s Common Stock,
and
|
·
|
and
a non-qualified stock option to purchase 1,000,000 shares of Common Stock
with an exercise price of $6.14 per share, with an option for 200,000
shares vesting immediately and options for the remaining 800,000 shares
vesting ratably over the four-year term of the employment
agreement.
|
The
employment agreement also provides for certain severance payments if Mr.
Jacobson’s employment is terminated under specified circumstances and provides
for certain payments and benefits in the event that Mr. Jacobson’s employment is
terminated following a change in control of the Company. The
Committee believes that this compensation package achieved the Committee’s
objectives of providing a competitive compensation and benefit package to Mr.
Jacobson that strongly aligns his interests with those of
stockholders.
The terms
of Mr. Jacobson’s employment agreement are more fully described below in this
Item 11 of Form 10-K under “Discussion Concerning Summary Compensation and
Grants of Plan-Based Awards Tables – Employment Agreements”.
With
respect to establishing compensation levels for those executives other than the
President and Chief Executive Officer, including Mr. Cook, the Committee
considers competitive market survey data. During 2007 the Committee
considered data from the Radford Executive Survey, using as comparator companies
those that are similar to the Company in terms of industry, annual revenue and
complexity of operations. The companies in this comparator group
are:
Acer
America Formfactor Newport
Adaptec Fujitsu
America Nikon
Precision
Advanced
Energy
Industries GSI
Group Photronics
Axcelis
Technologies Hitachi
High Technologies
America Planar
Systems
Bowe Bell
&
Howell Hutchinson
Technologies Radisys
Brooks
Automation Infocus SGI
Coherent
Intermec
Sumco USA Phoenix
Cray
Intevac TDK
Electronocs
Credence
Systems Iomega Tokyo
Electron US
Cymer
ION Varian Semiconductor
Datalogic
Scanning ITRON
Veeco Instruments
Dolby
Laboratories Kulicke
and
Soffa Verifone
Dot Hill
Systems Leapfrog
Enterprises Verigy
Electro
Scientific
Industries Mattson
Technologies WD
Media
Emulex
Mercury Computer
Systems WMS
Gaming
Entegris
Merix Xerox
International Partners
Flir
Systems Navteq Xyratex
Internationa
Zebra
Technologies
The
compensation program established by the Committee for executives other than the
President and Chief Executive Officer is designed to provide executives with a
total compensation package and to provide elements of the package (base salary,
annual cash incentive, long-term incentive and fringe benefits) that are
competitive, in each case as determined with respect to position and
responsibilities of each executive relative to the compensation survey data used
by the Committee. In addition to determining appropriate compensation
levels in this manner, in 2007 the Committee also approved an employment
agreement with Mr. Cook, the Company’s Executive Vice President and Chief
Financial Officer. The agreement provides for certain severance
payments if Mr. Cook is terminated under specified circumstances and provides
for certain payments and benefits in the event that Mr. Cook’s employment is
terminated following a change in control of the Company. The terms of
Mr. Cook’s employment agreement are more fully described below in this Item 11
of Form 10-K under “Discussion Concerning Summary Compensation and Grants of
Plan-Based Awards Tables – Employment Agreements”.
2008
Annual Incentive Program
With
respect to 2008, the amount of the annual bonus that each of the current
executive officers of the Company will receive, if any, is based on the
achievement of pre-established performance goals relating to our annual
operating profit. The Committee determined the terms of the 2008
bonus opportunities for the current executive officers.
Compensation of
Former Executive Officers
The
compensation of the former executive officers included in the Summary
Compensation Table was also established consistent with the Committee’s
compensation philosophy described above. Compensation provided to
these former executive officers in fiscal 2007 consisted predominantly of salary
and termination of employment and separation payments determined principally by
pre-existing employment agreements. These agreements are more fully
described below in this Item 11 of Form 10-K under “Discussion Concerning
Summary Compensation and Grants of Plan-Based Awards Tables – Termination of
Employment Agreements with Former Executive Officers”.
Tax
and Accounting Implications
In
general, under Section 162(m) of the Internal Revenue Code, the Company cannot
deduct, for federal income tax purposes, compensation in excess of $1,000,000
paid to certain executive officers. This deduction limitation does
not apply, however, to compensation that constitutes “qualified
performance-based compensation” within the meaning of Section 162(m) of the Code
and the regulations promulgated thereunder. Currently, the Committee
has generally structured its compensation policies without regard to the
deduction limitations imposed by Section 162(m) of the Code. The
Board is recommending the adoption by stockholders of the 2008 Omnibus Incentive
Plan. If adopted, going forward this plan would allow for
compensation to be structured by the Committee in a manner that would allow for
the deductibility of compensation without limitations imposed by Section 162(m)
of the Code.
Compensation
Committee Report
We have
reviewed and discussed the foregoing Compensation Discussion and Analysis with
management. Based on our review and discussion with management, we have
recommended to the Board of Directors that the Compensation Discussion and
Analysis be included in the Annual Report on Form 10-K for the fiscal year ended
December 29, 2007 and in the Proxy Statement for the 2008 Annual Meeting of
Stockholders.
Dr.
Lawrence Howard, Chairman
Steven N.
Rappaport
Brian F.
Mullaney
Summary
Compensation Table For Fiscal 2007 And Fiscal 2006
The
following table sets forth the information required by SEC Regulation S-K Item
402 as to the compensation paid or accrued by us for the fiscal years ended
December 29, 2007 (“fiscal 2007”) and December 30, 2006 (“fiscal 2006”) by our
Chief Executive Officer; our Chief Financial Officer; our former Chief Executive
Officer; our former Chief Financial Officer; and two former executive officers
whose employment with the Company terminated in fiscal 2007 (collectively, the
“named executive officers”). Other than our Chief Executive Officer
and our Chief Financial Officer, none of our current executive officers serving
as such on the last date of 2007 earned total compensation (as determined under
applicable SEC rules) greater than $100,000 in fiscal 2007.
Name
and Principal
Position
|
Year
|
Salary ($)
|
Bonus ($)(1)
|
Stock Awards
($)(2)
|
Option
Awards($)(2)
|
Non-Equity Incentive Plan Compensation
($)(3)
|
All Other Compensation
($)(4)
|
Total ($)
|
Jeffrey
Jacobson, President and Chief Executive Officer (5) |
2007 |
362,306 |
400,000 |
1,500,000 |
1,031,640 |
--
|
14,047 |
3,307,993
|
Jeffrey
A. Cook,
Executive
Vice President and Chief Financial Officer (6)
|
2007 |
219,997 |
137,500 |
--
|
270,857 |
-- |
24,219 |
652,573
|
Edward
J. Marino, Former President and Chief Executive Officer
(7) |
2007
2006
|
225,004
450,008
|
--
--
|
--
--
|
--
--
|
--
--
|
713,689
116,877
|
938,693
566,885
|
Moosa
E. Moosa, Former Executive Vice President and Chief Financial
Officer (8) |
2007
2006
|
84,621
261,555
|
--
--
|
--
--
|
--
--
|
--
--
|
396,887
16,532
|
481,508
278,087
|
Peter
A. Bouchard, Former Vice President, International Business
Development (9) |
2007
2006
|
185,016
185,016
|
--
--
|
--
--
|
--
--
|
64,750
--
|
219,761
17,339
|
469,527
202,355
|
Quentin
C. Baum, Former Managing Director, Europe (10) |
2007
2006
|
120,788
171,087
|
--
25,000
|
--
--
|
--
--
|
26,346
25,662
|
64,405
39,259
|
211,539
261,008
|
(1) Bonus
payments to Messrs. Jacobson and Cook were made pursuant to their employment
agreements. See “Discussion Concerning Summary Compensation and
Grants of Plan-Based Awards Table – Employment Agreements” below.
(2) The
dollar amounts in the Stock Awards and Option Awards columns represent the
compensation cost, adjusted as described below, recorded in our audited
financial statements for fiscal 2007 and fiscal 2006 of Common Stock and Common
Stock option awards made to the named executive officers. These
amounts have been calculated in accordance with SFAS No. 123R disregarding the
estimates of forfeiture and using the Black Scholes option-pricing
model. Assumptions used in the calculation of these amounts are
included in Note 15 to our audited financial statements included in this Annual
Report on Form 10-K.
(3) Amounts
in this column represent performance-based bonuses paid to Messrs. Bouchard and
Baum. For more information on these bonuses, see footnote (1) to the
Grants of Plan-Based Awards in Fiscal 2007 table.
(4) The
compensation represented by the amounts for 2007 set forth in the All Other
Compensation column for the named executive officers are detailed in the
following table.
Name
|
|
401(k)
Savings
Plan ($)(a)
|
|
|
Group
Term
Life
Insurance ($)(b)
|
|
|
Tax-Qualified
U.K.
Retirement
Plan ($)(c)
|
|
|
Automobile
Allowance
($)(d)
|
|
|
Other
Benefits ($)(e)
|
|
|
Termination
Payments and
Benefits ($)(f)
|
|
Jeffrey
Jacobson
|
|
|
-- |
|
|
|
952 |
|
|
|
-- |
|
|
|
7,385 |
|
|
|
5,710 |
|
|
|
-- |
|
Jeffrey
A. Cook
|
|
|
4,050 |
|
|
|
1,093 |
|
|
|
-- |
|
|
|
9,692 |
|
|
|
9,384 |
|
|
|
-- |
|
Edward
J. Marino
|
|
|
2,031 |
|
|
|
1,935 |
|
|
|
-- |
|
|
|
13,000 |
|
|
|
2,450 |
|
|
|
694,273 |
|
Moosa
E. Moosa
|
|
|
1,946 |
|
|
|
308 |
|
|
|
-- |
|
|
|
13,000 |
|
|
|
1,883 |
|
|
|
379,750 |
|
Peter
A. Bouchard
|
|
|
4,050 |
|
|
|
356 |
|
|
|
-- |
|
|
|
13,000 |
|
|
|
3,163 |
|
|
|
199,192 |
|
Quentin
C. Baum
|
|
|
-- |
|
|
|
-- |
|
|
|
23,855 |
|
|
|
11,278 |
|
|
|
-- |
|
|
|
29,272 |
|
(a) Consists of Company
matching contributions to the Company’s 401(k) savings plan.
(b)
Consists of Company-paid premiums for life insurance benefits.
(c)
Consists of Company matching contributions to a U.K., tax-qualified retirement
plan.
(d)
Consists of amounts in respect of car allowances paid to each named executive
officer.
(e)
Consists of reimbursements of expenses for gas, lodging and meals.
(f)
Consists of amounts paid or payable to the former executive officers pursuant to
employment, severance and separation agreements and other benefits paid or
payable to these executives upon their respective terminations of employment in
fiscal 2007. See “Discussion Concerning Summary Compensation and
Grants of Plan-Based Awards – Termination of Employment Agreements”
below.
(5) Mr.
Jacobson commenced employment with the Company in May 2007.
(6) Mr.
Cook commenced employment with the Company in February 2007.
(7) Mr.
Marino’s employment with the Company terminated in May 2007.
(8) Mr.
Moosa’s employment with the Company terminated in February 2007.
(9) Mr.
Bouchard’s employment with the Company terminated in December 2007.
(10) Mr.
Baum’s employment with the Company terminated on August 31,
2007. Amounts for Mr. Baum that were earned in British pounds have
been converted for fiscal 2006 at a rate of £1.00 : $1.9618, based on the
exchange rate on the last business day of fiscal 2006 and for fiscal 2007 at a
rate of £1.00 : $2.0139, based on the exchange rate on the date of Mr. Baum’s
termination of employment with the Company.
Grants
of Plan-Based Awards in Fiscal 2007
The
following table provides information with respect to individual incentive bonus
arrangements (non-equity incentive plan awards), stock awards and stock options
granted during the fiscal 2007 to the named executive officers:
Name
|
|
Grant
Date
|
|
|
Estimated
Possible Payouts Under
Non-Equity
Incentive Plan Awards (1)
|
|
|
Stock
Awards: Number of Shares of Stock or Units (#)
|
|
|
Option
Awards: Number of Securities Underlying Options (#)
|
|
|
Exercise
or Base Price of Option Awards
($/Sh)(2)
|
|
|
Grant
Date Fair Value of Stock and Options Awards ($)(3)
|
|
|
|
|
|
|
Target
|
|
|
Maximum
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey
Jacobson
|
|
May
10, 2007
May
10, 2007
|
|
|
|
-- |
|
|
|
-- |
|
|
|
300,000
--
|
|
|
|
--
1,000,000
|
(4) |
|
|
--
6.14
|
|
|
|
1,500,000
2,579,100
|
|
Jeffrey
A. Cook
|
|
February
27, 2007
|
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
250,000 |
(5) |
|
|
6.01 |
|
|
|
886,450 |
|
Edward
J. Marino
|
|
|
--
|
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
Moosa
E. Moosa
|
|
|
--
|
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
Peter
A. Bouchard
|
|
March
1, 2007
|
|
|
|
74,000 |
|
|
|
92,500 |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
Quentin
C. Baum
|
|
March 1,
2007
|
|
|
|
26,346 |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
(1)
|
Messrs.
Bouchard and Baum each participated in a performance-based bonus
plan. Under Mr. Bouchard’s bonus plan, he was eligible to
receive a target bonus equal to 40% of his base salary if certain
performance goals were met and a maximum bonus equal to 50% of his base
salary if the performance goals were exceeded. This bonus was
paid to him on a quarterly basis. Under Mr. Baum’s bonus plan,
he was eligible to receive a target bonus equal to 30% of his base salary
if certain performance goals were met. This bonus was paid to
him on a semi-annual basis. Each executive had to be employed
by the Company on the date the bonus was paid in order to receive payment
under the plan. The performance goals under the bonus plans for
both executives related to achievement of certain revenue and margin
targets. The amounts in the table represent the target bonus
amount payable with respect to the entire 2007 fiscal year for each
executive and, in the case of Mr. Bouchard, the maximum bonus payable with
respect to the entire 2007 fiscal year. The actual amounts paid
to Messrs. Bouchard and Baum with respect to these bonus programs is
included in the “Non-Equity Incentive Plan Compensation” column in the
Summary Compensation Table.
|
(2)
|
Under
the terms of Mr. Jacobson’s employment agreement, the exercise price of
the option granted to Mr. Jacobson was determined by the average closing
price of a share of Common Stock for the five days immediately prior to
the date he commenced employment and was granted the
option. The closing price of a share of Common Stock on May 10,
2007 was $6.05. The exercise price for Mr. Cook’s option was
the closing price of a share of Common Stock on the date the option was
granted.
|
(3)
|
The
grant date fair values of awards have been determined in accordance with
SFAS No. 123R, using the assumptions included in Note 15 to our audited
financial statements included in this Annual Report on Form
10-K.
|
(4)
|
The
shares of Common Stock subject to this option vest as follows: 20% of the
shares subject to this option vested on the date of grant, and an
additional 20% will vest on each of January 1, 2008, 2009, 2010 and 2011,
subject to Mr. Jacobson remaining employed on each such date, except as
provided as follow. The option will vest in full upon a
termination of Mr. Jacobson’s employment without cause, a termination of
his employment by Mr. Jacobson with good reason or due to his disability
or death, a change in control of the Company or the giving of a notice of
non-renewal of the employment term by either party. Each
portion of the option that vests will remain exercisable for five years
after the applicable vesting date.
|
(5)
|
The
shares of Common Stock subject to this option vest as follows: 41,666 were
vested on the date of grant and the remaining 208,334 shares subject to
the option will vest in equal annual installments on the first five
anniversaries of the date of grant, subject to Mr. Cook remaining employed
on each such date, except that the option will vest in full upon a change
in control of the Company or upon his death or disability, or the giving
of a notice of non-renewal of the initial employment term by the
Company.
|
Discussion
Concerning Summary Compensation and Grants of Plan-Based Awards
Tables
Employment
Agreements
Employment Agreement with Mr.
Jacobson. We have entered into an employment agreement with
Mr. Jacobson. The terms of this agreement that relate to his
compensation are described below. The terms that relate to
termination and change in control are set forth in the section below entitled
“Potential Payments Upon Termination Or Change In Control – Termination Provisions of
Employment and Severance Arrangements with Mr. Jacobson and Mr.
Cook.”
The
Company entered into this employment agreement on May 10, 2007 (referred to as
the “effective date”). The agreement provides for a four-year term of
employment for Mr. Jacobson, which will automatically be extended for one-year
periods on each anniversary of the effective date, starting on the fourth
anniversary, unless either the Company or Mr. Jacobson gives 180 days written
notice of non-renewal.
The
agreement provides for the following compensation and benefits for Mr.
Jacobson:
·
|
The
agreement sets forth an initial base salary of $600,000 for the first year
of the term of the agreement. The base salary will be increased
to no less than $633,000 in the second year of the term, no less than
$667,000 in the third year of the term and no less than $700,000 in the
fourth year of the term. Once increased, the base salary cannot
be decreased without Mr. Jacobson’s
consent.
|
·
|
The
agreement provides that Mr. Jacobson will be entitled to a guaranteed cash
bonus of $400,000 for 2007, which would be pro-rated if his employment
commenced after May 15, 2007. Beginning with calendar year
2008, Mr. Jacobson is eligible to receive an annual discretionary bonus
targeted at 66.67% of his annual base salary (which target bonus
percentage will be increased to 75% and 100% in 2009 and 2010,
respectively). The target bonus will be paid based on Mr.
Jacobson’s achievement of certain goals and objectives to be determined by
the Board in consultation with Mr.
Jacobson.
|
·
|
Pursuant
to the agreement, on the effective date, Mr. Jacobson was granted as a
signing bonus 300,000 shares of Common Stock and, on this same date, an
option to purchase 1,000,000 shares of Common Stock, subject to the terms
set forth in note (3) to the Grants Of Plan-Based Awards In Fiscal
2007 table
above.
|
·
|
Mr.
Jacobson is also entitled to participate in the Company’s benefit plans,
including pension, retirement, life insurance and medical insurance plans
(if so adopted by the Company). He is also entitled to a car
allowance in the amount of $1,000 per month and, by subsequent agreement,
reimbursement for gasoline, tolls and
parking.
|
Employment Agreement with Mr.
Cook. We have entered into an employment agreement with Mr.
Cook. The terms of this agreement that relate to his compensation are
described below. The terms that relate to termination and change in
control are set forth under “Potential Payments Upon Termination Or Change In
Control – Termination Provisions of
Employment and Severance Arrangements with Mr. Jacobson and Mr.
Cook.”
The
Company entered into this employment agreement on February 27,
2007. The agreement provides for a three-year term of employment for
Mr. Cook, which will automatically be extended for one-year periods on each
anniversary of the date he commenced employment, starting on the third
anniversary, unless either the Company or Mr. Cook gives 180 days written notice
of non-renewal.
The
agreement provides for the following compensation and benefits for Mr.
Cook:
·
|
The
agreement sets forth an initial base salary of $275,000, which will be
reviewed at least annually. The base salary cannot be decreased
without Mr. Cook’s consent.
|
·
|
The
agreement provides that Mr. Cook will be entitled to a guaranteed cash
bonus of $165,000 for 2007, which is pro-rated based on the number of full
months he was employed during 2007. Beginning with calendar
year 2008, Mr. Cook is eligible to receive an annual discretionary target
bonus of up to 60% of his annual base salary. The actual amount
of the bonus will be based on Mr. Cook’s achievement of certain goals and
objectives to be determined by the
Board.
|
·
|
Pursuant
to the agreement, Mr. Cook was granted an option to purchase 250,000
shares of Common Stock, subject to the terms set forth in note (5) to the
Grants Of Plan-Based Awards In Fiscal 2007 table
above.
|
·
|
Mr.
Cook is also entitled to participate in the Company’s benefit plans,
including pension, retirement, life insurance and medical insurance plans
(if so adopted by the Company). He is also entitled to a car
allowance in the amount of $1,000 per month and reimbursement for
gasoline, tolls and parking.
|
Termination
of Employment Agreements with Former Executive Officers
In prior
years we entered into employment agreements with each of Messrs. Marino, Moosa,
Bouchard and Baum. Each of these agreements provided for a term of
employment of three years, which was automatically extended annually on each
anniversary of the agreement for one additional year unless timely notice of
non-renewal was given by one of the parties. The agreements provided
for compensation in the form of salary and discretionary
bonuses. Each agreement provided the executive with the opportunity
to be granted equity awards in the form of stock option awards, as well as
participation in employee benefit plans, vacations, and fringe
benefits. The agreement with Mr. Baum provided for the payment of
severance benefits in the event of termination by the Company other than
for cause equal to 18 months of base salary. The agreements with
Messrs. Moosa and Bouchard provided for the payment of severance benefits in the
event of termination by the Company other than for cause equal to 12 months of
base salary. Mr. Bouchard was also entitled to this severance amount
if he terminated his employment for good reason. In Mr. Baum’s case,
the 18-month period was defined as a “notice period” in accordance with U.K.
law. If Mr. Baum terminated his employment with the Company, he was
required to give three months notice to the Company.
The
agreement with Mr. Marino provided for severance payments for not less than 18
nor more than 24 months, in the event of termination other than for cause, and
twelve months in the event of a voluntary non-renewal of the agreement by the
Company.
Separation Payments to Mr. Marino.
The aggregate amount paid and payable to Mr. Marino pursuant to the
terms of his employment agreement is included in the All Other Compensation
column of the Summary Compensation Table as detailed in note (4)
thereto. This amount consists of 18 months of his base salary, as in
effect at the time of termination, and the value of Mr. Marino’s continued
coverage under the Company’s health and benefit plans through February 2, 2008,
the end of the original term of the employment agreement.
Separation Agreements with Mr.
Moosa. We and Mr. Moosa entered an agreement with regard to
Mr. Moosa’s February 27, 2007 termination of employment with the
Company. Pursuant to the agreement, we and Mr. Moosa agreed to the
terms of Mr. Moosa’s separation from the Company, including the
following:
·
|
Mr.
Moosa would be paid cash severance and other payments within 10 days of
the agreement in the aggregate amount of $298,500, $275,000 of which
represents 12 months of Mr. Moosa’s base salary at the rate in effect at
the time of his termination and an additional payment to release all
potential claims against the Company equal to
$23,500.
|
·
|
Mr.
Moosa would be entitled to continued coverage under the Company’s health
and benefit plans and the continued provision of an automobile allowance
through February 2, 2008, the end of the original term of the employment
agreement.
|
·
|
We
would make all payments otherwise payable by Mr. Moosa under the
Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for the
period from March 1, 2007 through February 29,
2008.
|
·
|
The
Company and Mr. Moosa would each release the other from any
claims.
|
·
|
Except
as provided for in the agreement, all other benefits under any Company
benefit plan, program, contract or practice would terminate as of February
27, 2008.
|
The
aggregate amount paid and payable to Mr. Moosa pursuant to the terms of the
separation agreement, including the value of Mr. Moosa’s continued coverage
under the Company’s health and benefit plans through February 29, 2008, is
included in the All Other Compensation column of the Summary Compensation Table
as detailed in note (4) thereto.
Separation Payments to Mr. Bouchard.
The aggregate amount paid and payable to Mr. Bouchard pursuant to the
terms of employment agreement is included in the All Other Compensation column
of the Summary Compensation Table as detailed in note (4)
thereto. This amount consists of 12 months of his base salary, as in
effect at the time of termination, his quarterly bonus for the last quarter of
2007 and the value of the Company-paid portion of COBRA premiums through
December 31, 2008 (if Mr. Bouchard gains substantially equivalent coverage from
a new employer prior to such date, however, he will cease to receive this
benefit).
Separation Payments to Mr.
Baum. The
aggregate amount paid and payable to Mr. Baum pursuant to the terms of his
employment agreement is included in the All Other Compensation column of the
Summary Compensation Table as detailed in note (4) thereto. This
amount consists of two months of base salary, which represents payment in lieu
of the required notice period described above.
Outstanding Equity
Awards at End of
Fiscal 2007
Option
Awards
|
Name
|
Number
of Securities Underlying Unexercised Options
(#) Exercisable
|
Number
of Securities Underlying Unexercised Options
(#) Unexercisable
|
Option
Exercise
Price ($)
|
Option
Expiration
Date
|
Jeffrey
Jacobson
|
200,000
|
--
200,000
(1)
200,000
(1)
200,000
(1)
200,000
(1)
|
6.14
6.14
6.14
6.14
6.14
|
May
10, 2012 (1)
January
1, 2013 (1)
January
1, 2014 (1)
January
1, 2015 (1)
January
1, 2016 (1)
|
Jeffrey
A. Cook
|
41,666
|
208,334
(2)
|
6.01
|
February
27, 2017
|
Edward
J. Marino
|
50,000
50,000
50,000
|
--
--
--
|
8.39
8.39
9.04
|
February
2, 2015
February
3, 2015
December
31, 2015
|
Moosa
E. Moosa
|
25,000
25,000
30,000
|
--
--
--
|
8.39
8.39
9.04
|
February
2, 2015
February
3, 2015
December
31, 2015
|
Peter
A. Bouchard
|
10,000
2,700
25,000
25,000
15,000
|
--
--
--
--
--
|
13.75
6.30
9.91
9.91
9.04
|
January
27, 2008
January
27, 2008
November
30, 2015
November
30, 2015
December
31, 2015
|
Quentin
C. Baum
|
25,000
|
--
|
9.04
|
December
31, 2015
|
(1) See
note (4) to the Grants Of Plan-Based Awards In Fiscal 2007 table
above.
(2) See
note (5) to the Grants Of Plan-Based Awards In Fiscal 2007 table
above.
Option
Exercises in Fiscal 2007
|
|
Option
Awards
|
|
Name
|
|
Number
of Shares Acquired on Exercise (#)
|
|
|
Value
Realized
on Exercise ($)(1)
|
|
Jeffrey
Jacobson
|
|
|
-- |
|
|
|
-- |
|
Jeffrey
A. Cook
|
|
|
-- |
|
|
|
-- |
|
Edward
J. Marino
|
|
|
507,500 |
|
|
|
884,439 |
|
Moosa
E. Moosa
|
|
|
-- |
|
|
|
-- |
|
Peter
A. Bouchard
|
|
|
-- |
|
|
|
-- |
|
Quentin
C. Baum
|
|
|
-- |
|
|
|
-- |
|
|
(1) Value
represents the closing price of a share of Common Stock on the applicable
date of exercise minus the exercise price per share of the option,
multiplied by the number of shares acquired on
exercise.
|
Non-Qualified
Deferred Compensation For Fiscal 2007
Name
|
|
Executive
Contribution in Fiscal 2007 ($)
|
|
|
Presstek
Contributions in Fiscal 2007 ($)
|
|
|
Aggregate
Earnings in Fiscal 2007 ($)
|
|
|
Aggregate
Withdrawal / Distributions ($)
|
|
|
Aggregate
Balance at End of Fiscal 2007 ($)
|
|
Edward
J. Marino
|
|
|
10,576 |
|
|
|
-- |
|
|
|
25,929 |
|
|
|
154,973 |
|
|
|
11,621 |
|
From 2005
to the date he terminated employment with the Company, Mr. Marino participated
in, and accrued benefits under, the Company’s Nonqualified Deferred Compensation
Plan. This plan permits the deferral of a participant’s base salary,
performance-based bonus and other compensation. The minimum amount
that may be deferred in any year by a participant is the greater of $2,000 or 2%
of a participant’s eligible compensation and the maximum amount that may be
deferred is equal to 50% of the participant’s base salary and 100% of the
participant’s bonus, net of applicable taxes. In addition, the
Company may make discretionary and matching contributions to a participant’s
account, in its discretion. These company contributions vest 20% per
year and are fully vested after five years, with accelerated vesting upon a
termination of employment due to retirement, death, disability or upon a change
in control of the Company. A participant may direct that his or her
account under the plan be deemed invested in selected mutual and investment
funds. Amounts under the plan are generally paid in a lump sum upon
termination of employment (or in installments upon retirement, if elected by the
participant) and may be subject to a six-month delay in payment to the extent
necessary to comply with the requirements of Section 409A of the Internal
Revenue Code. A participant may also elect to receive in-service
distributions under the plan in accordance with the terms of the
plan.
Mr.
Marino received a distribution of $154,973 in connection with his termination of
employment in 2007 and received the remaining balance of $11,621 in January
2008. Of the amounts reported in the table for Mr. Marino,
$96,563 in employee contributions and earnings thereon were reported in the
prior year Summary Compensation Table.
The
Company has entered into employment agreements that will require the Company to
provide compensation to the current named executive officers, Messrs. Jacobson
and Cook, in the event of a termination of employment or a change in control of
the Company. The material provisions of these agreements are
described below. The following tables were prepared as though the
employment of each of Messrs. Jacobson and Cook was terminated on December 28,
2007 (the last business day of fiscal 2007) using the closing price of our
Common Stock as of that day ($4.85). The amounts under the column
labeled “Change in Control” assume that a change in control occurred on December
28, 2007. We are required by the SEC to use these
assumptions. However, the employment of neither Messrs. Jacobson nor
Cook was terminated on December 28, 2007 and a change in control did not occur
on that date. There can be no assurance that a termination of
employment, a change in control or both would produce the same or similar
results as those described if either or both of them occur on any other date or
at any other price, or if any assumption is not correct in fact.
Messrs.
Marino, Moosa, Bouchard and Baum each terminated their employment with the
Company in 2007. See “Discussion Concerning Summary Compensation and
Grants of Plan Based Awards Tables – Termination of Employment Agreements
with Former Executive Officers” and the Summary Compensation Table above in this
Item 11 of Form 10-K with regard to
amounts paid and payable to Messrs. Marino, Moosa, Bouchard and Baum in
connection with their respective employment terminations.
Jeffrey Jacobson
|
|
Non-Renewal
of Term of Employment by Executive
|
|
|
Non-Renewal
of Employment Term by Company; Without Cause or Good Reason Termination
(Non-Change in Control)
|
|
|
Death
or Disability (Non-Change in Control)
|
|
|
Termination
for Good Reason or Due to Death or Disability in Connection with Change in
Control (1)
|
|
|
Voluntary
Termination
For
Cause
|
|
|
Change
in Control
|
|
Severance
(2)
|
|
$ |
1,000,000 |
|
|
$ |
1,500,000 |
|
|
$ |
1,500,000 |
|
|
$ |
2,990,000 |
|
|
|
-- |
|
|
|
-- |
|
Continued
benefits (3)
|
|
|
26,699 |
|
|
|
40,049 |
|
|
|
40,049 |
|
|
|
40,049 |
|
|
|
-- |
|
|
|
-- |
|
Accelerated
vesting
of
equity (4)
|
|
|
--(4 |
) |
|
|
--(4 |
) |
|
|
--(4 |
) |
|
|
--(4 |
) |
|
|
--(4 |
) |
|
|
--(4 |
) |
Total
(5)
|
|
$ |
1,026,699 |
|
|
$ |
1,540,049 |
|
|
$ |
1,540,049 |
|
|
$ |
3,030,049 |
|
|
|
-- |
|
|
|
--(4 |
) |
(1) Assumes
that Mr. Jacobson terminated his employment at the time of the change in control
and was not requested to remain employed by the Company for an additional six
months following the change in control, as permitted by the terms of his
employment agreement.
(2) Severance
payments are equal to one, 1.5 or 2.99 times the sum of Mr. Jacobson’s base
salary at the time of termination, annual bonus (assuming 100% of the
performance goals are achieved) for the year of termination and the amount of
any discretionary bonus. The severance multiple depends on the type
of termination, as described below.
(3)
Represents the value associated with the continued payment by the Company of its
premiums under the Company’s health and dental plans and continued provision of
a car allowance and fuel expenses for either twelve or eighteen months following
termination, depending on the type of termination.
(4) As of
December 28, 2007, the exercise price of Mr. Jacobson’s stock options was
greater than the closing price of the Company’s Common Stock and for this reason
no amounts are included in the table.
(5)
Assumes that no amounts paid to Mr. Jacobson are reduced so as to not be subject
to the excise tax under Section 4999 of the Internal Revenue
Code.
Jeffrey A. Cook
|
|
Non-Renewal
of Term of Employment; Without Cause Termination (Non-Change in
Control)
|
|
|
Termination
without Cause or for Good Reason in Connection with Change in
Control
|
|
|
Voluntary
Termination/For Cause/Death/ Disability
|
|
|
Death/
Disability
|
|
|
Change
in Control
|
|
Severance
|
|
$ |
229,167 |
(1) |
|
$ |
825,000 |
(2) |
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
Accelerated
vesting of stock options
|
|
|
--(3 |
)(4) |
|
|
--(4 |
) |
|
|
--(4 |
) |
|
|
--(4 |
) |
|
|
--(4 |
) |
Total
|
|
$ |
229,167 |
|
|
$ |
825,000 |
|
|
|
-- |
|
|
|
--(4 |
) |
|
|
--(4 |
) |
(1) Under
the terms of Mr. Cook’s employment agreement, since he was not employed for 12
months as of December 28, 2007, he would only be entitled to receive a severance
payment equal to the number of full months worked as of that date
(2)
Severance payments are equal to three times Mr. Cook’s average base salary at
the time of termination.
(3) Stock
options held by Mr. Cook accelerate upon a non-renewal of the initial employment
term by the Company.
(4) As of
December 28, 2007, the exercise price of Mr. Cook’s stock options was greater
than the closing price of the Company’s Common Stock and for this reason no
amounts are included in the table.
Termination
Provisions of Employment and Severance Arrangements with Messrs. Jacobson and
Cook
Termination Provisions of Mr.
Jacobson’s Employment Agreement. Under the terms of Mr.
Jacobson’s employment agreement, if his employment is terminated by the Company
without cause, by him with good reason, due to his death or disability or if
either the Company or Mr. Jacobson provides the other party with notice of
non-renewal of the employment term, Mr. Jacobson shall be entitled to the
following payments and benefits upon his termination of employment:
·
|
full
vesting of all unvested stock options, restricted stock and other equity
awards;
|
·
|
1.5
times (or one times in the case of a termination due to non-renewal of the
employment term by Mr. Jacobson) the sum of Mr. Jacobson’s then annual
base salary, target annual bonus for the year of termination (assuming
that 100% of the performance goals are achieved) and discretionary bonus
(if any) paid during the year immediately preceding the year in which such
termination occurs, payable in equal monthly installments over the
18-month period following employment termination;
and
|
·
|
continued
coverage under the Company’s medical plans, car allowance and
reimbursement of fuel expenses during the period that he is receiving
severance, with the Company continuing to pay its portion of the
applicable premiums during this
period.
|
If Mr.
Jacobson terminates his employment for good reason in connection with a change
in control of the Company or in the event that Mr. Jacobson dies or becomes
disabled within six months of a change in control, in lieu of the severance
payments described above, he will be entitled to receive a lump sum cash payment
equal to 2.99 times his annual base salary, target annual bonus for the year of
termination (assuming that 100% of the performance goals are achieved) and
discretionary bonus (if any) paid during the year immediately preceding the year
in which such termination occurs (or at his option, treated as if a
discretionary bonus had been paid without pro-ration for the year in which the
change in control occurs), minus the amount of any severance payments he has
already received. The amount will be paid to him in a lump sum
following the later of the change in control or termination of employment, to
the extent permitted by Section 409A of the Code. In addition, upon
the occurrence of a change in control, all equity awards held by Mr. Jacobson
will vest in full.
To the
extent that any benefits or payments provided to Mr. Jacobson are subject to the
excise tax imposed under Section 4999 of the Internal Revenue Code, he can elect
to have the Company reduce such payments so that no payment will be subject to
this excise tax. If he does not elect to reduce the payments, he will
be responsible for the amount of this tax.
For
purposes of Mr. Jacobson’s employment agreement, “cause” means his:
|
conviction
of a felony or theft from the
Company;
|
|
breach
of fiduciary duty involving personal profit;
or
|
|
sustained
and continuous conduct which adversely affects the Company’s reputation or
his failure to comply with the lawful directions of the board of
directors, in each case that is not remedied within 30 days after notice
is given to him by the Company of such
act.
|
“Good
reason” is defined as any one of the following, which is not cured within 30
days by the Company after notice is given by Mr. Jacobson:
·
|
any
material diminution in his duties, title, authority or reporting line, or
failure to reelect or reappoint him to the board of
directors;
|
|
a
reduction in or failure to pay compensation when
due;
|
·
|
a
relocation without consent to a principal work place that is more than 50
miles from the Company’s headquarters in New Hampshire or the Westchester
County Airport; or
|
|
a
reduction of his benefits under the Company’s benefit plans to less than
the benefits of 90% of the Company’s other employees, except if initiated
by Mr. Jacobson or approved in his capacity as a board
member.
|
“Disability”
means Mr. Jacobson is unable, because of injury or sickness, to perform the
material duties of his regular occupation for six consecutive months in any 12
month period.
“Change
in control” means:
·
|
individuals
who constitute the board of directors of the Company cease to constitute a
majority of the board as a result of any cash tender or exchange offer,
merger or other similar
transaction;
|
·
|
the
consummation of a merger if more than 50% of the combined voting power
after such transaction is not owned by the Company’s shareholders as of
immediately prior to such transaction;
or
|
·
|
the
sale or disposition of all or substantially all the Company’s
assets.
|
Mr.
Jacobson’s right to receive severance payments and benefits is conditioned upon
his execution of a release and compliance with the confidentiality and
non-competition and non-solicitation covenants contained in his employment
agreement. Mr. Jacobson is required to refrain from competing with
the Company for 18 months after a termination of his employment by the Company
for cause or by him without good reason or if he elects not to renew the
employment term. The period will be 12 months if the termination is
by him with good reason as a result of a change in control, and if the
termination is by the Company without cause or otherwise by him with good
reason, the period will be six months following employment
termination. Mr. Jacobson will not be subject to non-competition and
non-solicitation covenants if his employment is terminated due to the Company
electing not to renew the employment term. Mr. Jacobson has agreed to
remain employed for up to six months following a change in control if so
requested and any period in which he is so employed will count against the
periods described in this paragraph.
Termination Provisions of Mr. Cook’s
Employment Agreement. Under the terms of Mr. Cook’s employment
agreement, if his employment is terminated by the Company without cause or if
either the Company or Mr. Cook provides the other party with notice of
non-renewal of the employment term, Mr. Cook shall be entitled to the following
payments and benefits upon his termination of employment:
·
|
One
year of base salary, payable in 12 equal monthly installments (or, in the
case of a termination that occurs before Mr. Cook has completed 12 months
of service, one month of base salary for each completed full month of
service, with a minimum payment equal to six months of base salary);
and
|
·
|
Full
vesting of unvested stock options (upon a non-renewal of the initial
employment term by the
Company).
|
If his
employment is terminated by the Company without cause or by him with good reason
in connection with or within the one and a half year period following a change
in control, he shall be entitled to the following payments and benefits upon his
termination of employment:
·
|
Three
times Mr. Cook’s average annual base salary over the five most recent
years immediately prior to the change in control, payable in a lump sum;
and
|
·
|
Full
vesting of unvested stock options upon a change of
control.
|
In
addition, upon his death or disability, all stock options held by Mr. Cook will
vest in full.
For
purposes of Mr. Cook’s employment agreement, “cause” is generally defined in the
same manner as Mr. Jacobson’s agreement, except that in lieu of the last prong
described under Mr. Jacobson’s agreement, cause for Mr. Cook exists if there is
sustained and continuous conduct by Mr. Cook that adversely affects the
reputation of the Company.
“Good
reason” is defined as any one of the following, without Mr. Cook’s
consent:
·
|
the
assignment of duties and responsibilities that are not at least
substantially equivalent to his duties and responsibilities before the
change in control or a failure to continue him in a position and title
that is substantially equivalent (other than as a result of a termination
without cause or due to his
disability);
|
·
|
a
reduction in or failure to pay total annual cash compensation in an amount
equal to or greater than the sum of his salary at the highest annual rate
in effect during the 12-month period immediately before the change in
control and the bonus paid to similarly situated employees under the
acquiring Company’s bonus plan for the year ending immediately prior to
the change in control (with the bonus not to be less than 60% of the bonus
provided in the employment
agreement);
|
·
|
a
reduction in benefits to less than benefits of similarly situated
employees under any benefit plan of the acquiring employer immediately
prior to the change in control;
|
·
|
a
relocation to a location that is more than 35 miles from the Company’s
current headquarters; or
|
·
|
a
material breach of the employment agreement by the
Company.
|
“Change
in control” means individuals who constitute the board of directors cease to
constitute a majority of the board as a result of any cash tender or exchange
offer, merger or other similar transaction.
Mr.
Cook’s right to receive severance payments and benefits is conditioned upon his
execution of a release and compliance with the confidentiality and
non-competition and non-solicitation covenants contained in his employment
agreement. Mr. Cook is required to refrain from competing with the
Company for two years after a termination of his employment for any reason and
soliciting the Company’s employees for two years and customers for one year
after a termination of his employment for any reason.
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The
Compensation Committee is currently comprised of Dr. Howard as Chair, and
Messrs. Rappaport and Mullaney. Dr. Howard was formerly an officer of
the Company.
COMPENSATION
OF DIRECTORS
As
compensation for services as a director, each non-employee director of the
Company receives:
·
|
A
$22,500 annual retainer paid on the first day of July, or a pro-rata
portion thereof for directors appointed after July 1 of a given
year;
|
·
|
Compensation
for attendance at meetings in the amount of: (i) $1,500 for each in-person
meeting of the Board; (ii) $500 for each telephonic meeting of the Board;
(iii) $1,000 for each meeting of the Compensation Committee and Nominating
and Corporate Governance Committee; (iv) $1,500 for each meeting of the
Audit Committee; and (v) $500 for each meeting of other committees of the
Board. The Chairman of the Audit Committee also receives an
annual retainer of $7,500, paid on the first day of July each year during
his term. Compensation for meeting attendance is paid to
non-employee directors on a quarterly
basis;
|
·
|
Upon
joining the Board, each new non-employee director is granted an option to
purchase 25,000 shares of the Company’s Common Stock at an exercise price
per share equal to the closing price of our Common Stock on the date the
option is granted. These options are fully exercisable on the
first anniversary of the date of grant;
and
|
·
|
On
the Company’s first business day of July, each non-employee director is
granted an option to purchase 15,000 shares of Common Stock at an exercise
price per share equal to the closing price of our Common Stock on that
date. These options are fully exercisable on the first
anniversary of the date of grant.
|
On June
7, 2006, the Board elected John W. Dreyer, who was then serving as Lead
Director, to the position of Chairman of the Board. At that time, the
Board set the compensation of the office of Chairman of the Board to be the same
as Mr. Dreyer was receiving as Lead Director, which was a $50,000 annual fee for
his service as Lead Director, in addition to continuing to receive all director
compensation customarily paid by the Company to its non-employee
directors.
On August
2, 2006, the Compensation Committee of the Board of Directors of the Company
approved an increase in the compensation amount for the Chairman of the Board of
Directors for the Company, a position currently held by Mr.
Dreyer. Under the revised compensation plan, the annual cash
compensation of the Chairman was increased from $50,000 per year to $150,000 per
year retroactive to June 7, 2006, the date of Mr. Dreyer’s election to the
position of Chairman of the Board. On January 1, 2008, the Board
reduced the annual cash compensation of the Chairman to $100,000. In
addition, the Chairman of the Board is eligible to receive additional annual
bonuses as may be deemed appropriate by the Board of Directors. On
January 2, 2007, in recognition of his contributions to the Company during 2006,
the Compensation Committee of the Board of Directors of the Company granted Mr.
Dreyer a ten year option to purchase 50,000 shares of Common Stock at an
exercise price of $6.36 per share, which was the closing price of Common Stock
on December 29, 2006. The option vested in full on the first
anniversary of the grant date.
In fiscal
2007 due to significant additional responsibilities Mr. Dreyer performed as a
director for the Company during the transition to a new executive team, on
February 26, 2007, the Board granted Mr. Dreyer a ten year option to purchase
100,000 shares of Common Stock at an exercise price of $6.29 per share, the
closing price of Common Stock on such date, and on December 11, 2007, the Board
granted Mr. Dreyer a ten year option to purchase 50,000 shares of Common Stock
at an exercise price of $5.89 per share, the closing price of Common Stock on
such date. Each of these options vest in full on the first
anniversary of the respective grant dates.
Including,
and in addition to, the option grants described herein, directors of the Company
are generally eligible to be granted stock options or stock-based awards under
the 2003 Plan. The Board or the Compensation Committee has discretion
to determine the number of shares subject to each award, the exercise price and
other terms and conditions thereof. The 2003 Plan provides for the grant of any
or all of the following types of awards: (i) stock options; (ii) stock
issuances; and (iii) other equity interests in the Company. Awards
may be granted singly, in contribution, or in tandem, as determined by the Board
or the Compensation Committee.
The
following table sets forth the cash compensation earned and options to purchase
Common Stock granted to all persons who served as a non-employee director of the
Company in fiscal 2007:
|
|
Fees
Earned or Paid in Cash ($)(1)
|
|
|
|
|
|
|
|
John
W.
Dreyer
|
|
|
181,500 |
|
|
|
571,176 |
|
|
|
752,676 |
|
Daniel
S.
Ebenstein
|
|
|
31,000 |
|
|
|
69,722 |
|
|
|
100,722 |
|
Dr.
Lawrence
Howard
|
|
|
53,500 |
|
|
|
69,722 |
|
|
|
123,222 |
|
Michael
D.
Moffitt
|
|
|
32,500 |
|
|
|
69,722 |
|
|
|
102,222 |
|
Brian
F.
Mullaney
|
|
|
34,000 |
|
|
|
69,722 |
|
|
|
103,722 |
|
Steven
N.
Rappaport
|
|
|
61,000 |
|
|
|
69,722 |
|
|
|
130,722 |
|
Donald
C. Waite,
III
|
|
|
50,000 |
|
|
|
69,722 |
|
|
|
119,722 |
|
(1)
|
This
column reports the amount of cash compensation earned in 2007 for Board
and Committee service.
|
(2)
|
The
dollar amounts in this column represent the compensation cost, adjusted as
described below, recorded in our audited financial statements for fiscal
2007 of Common Stock option awards made to the directors. These
amounts have been calculated in accordance with SFAS No. 123R disregarding
the estimates of forfeiture and using the Black Scholes option-pricing
model. Assumptions used in the calculation of these amounts are
included in Note 15 to our audited financial statements included in this
Annual Report on Form 10-K. The grant date fair value of
options granted in 2007 was $69,015 for each of the non-employee directors
in the table, except for Mr. Dreyer for whom the aggregate grant date fair
value of all options granted in 2007 was $792,815. The
aggregate number of shares subject to all options outstanding held by the
respective non-employee directors in the table at December 29, 2007
were 360,092 for Mr. Dreyer, 80,000 for Mr. Ebenstein, 80,000 for Dr.
Howard, 62,500 for Mr. Moffitt, 55,000 for Mr. Mullaney, 77,500 for Mr.
Rappaport and 75,000 for Mr. Waite.
|
Item
12. Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth certain information regarding beneficial ownership of
the Company’s Common Stock as of April 28, 2008 (except as otherwise indicated)
by:
·
|
each
person known by the Company to be the beneficial owner of more than five
percent of the outstanding shares of Common
Stock;
|
·
|
each
of the named executive officers included in the Summary Compensation Table
in the Executive Compensation section of this proxy
statement;
|
·
|
each
of our current directors; and
|
·
|
all
current executive officers and directors as a
group.
|
Name
and Address of Beneficial Owner
|
|
Shares
Beneficially Owned(1)
|
|
|
Percentage
of Shares Beneficially Owned(2)
|
|
Peter
Kellogg and IAT Reinsurance Company Ltd
c/o
IAT Reinsurance Company Ltd.
48
Wall Street
New
York, NY 10005
|
|
|
9,000,000 |
(3) |
|
|
24.6 |
% |
Dr.
Lawrence Howard
|
|
|
1,349,828 |
(4) |
|
|
3.7 |
|
Jeffrey
Jacobson
|
|
|
700,000 |
(5) |
|
|
1.9 |
|
John
W. Dreyer
|
|
|
320,092 |
(6) |
|
|
* |
|
Daniel
S. Ebenstein
|
|
|
65,500 |
(7) |
|
|
* |
|
Michael
D. Moffitt
|
|
|
52,340 |
(8) |
|
|
* |
|
Brian
F. Mullaney
|
|
|
40,000 |
(9) |
|
|
* |
|
Frank
D. Steenburgh
|
|
|
-- |
|
|
|
-- |
|
Steven
N. Rappaport
|
|
|
92,500 |
(10) |
|
|
* |
|
Donald
C. Waite, III
|
|
|
62,500 |
(11) |
|
|
* |
|
Jeffrey
A. Cook
|
|
|
83,333 |
(12) |
|
|
* |
|
Edward
J. Marino
|
|
|
155,000 |
(13) |
|
|
* |
|
Moosa
E. Moosa
|
|
|
80,000 |
(14) |
|
|
* |
|
Peter
A. Bouchard
|
|
|
80,000 |
(15) |
|
|
* |
|
Quentin
C. Baum
|
|
|
25,000 |
(16) |
|
|
* |
|
All
current executive officers and directors as a group (12
persons)
|
|
|
2,766,093 |
(17) |
|
|
7.3 |
% |
________________________
*
Less than 1%.
(1) Except
as otherwise noted below, the Company believes that all persons referred to in
the table have sole voting and investment power with respect to all shares of
Common Stock reflected as beneficially owned by them.
(2) Applicable
percentage of ownership as of the Record Date is based upon 36,602,840 shares
of Common Stock outstanding as of May 7, 2008, the record date for the 2008
Annual Meeting. Beneficial ownership is determined in accordance with
applicable SEC rules. Options for shares of Common Stock which are
currently exercisable or exercisable within 60 days of the record date are
referred to below as “exercisable stock options.” Exercisable stock options are
deemed outstanding for purposes of computing the percentage ownership of the
person holding such options, but are not deemed outstanding for computing the
percentage of any other person.
(3) Based
on Form 4 filed with the Securities and Exchange Commission on April 17, 2008
(the “Form 4”) by Mr. Kellogg. According to Amendment No. 1 to a
Schedule 13D filed by Mr. Kellogg and IAT Reinsurance Company
Ltd. (“IAT”) on June 27, 2007 (the “Schedule 13D”) with respect to an
aggregate of 7,695,178 shares then reported: (i) Mr. Kellogg is the sole owner
of the voting stock of IAT and is a director, President and CEO of IAT; (ii) as
of April 26, 2007, 7,615,178 shares were held by IAT (8,797,000 as of April 16,
2008 according to the Form 4, as to which shares Mr. Kellogg disclaims
beneficial ownership) and its wholly-owned subsidiaries, 100,000 shares were
held by a foundation controlled by Mr. Kellogg and his wife, and 80,000 shares
were held by companies controlled by Mr. Kellogg; and (iii) Mr. Kellogg had sole
power to vote or direct the vote of, dispose of or direct the disposal of all
but 100,000 of the shares reported in the Schedule 13D, as to which he had such
shared voting and investment power. According to the Form 4, as of
April 16, 2008, Mr. Kellogg directly held 203,000 of the 9,000,000 shares
reported as beneficially owned.
(4) As
to 110,503 of such shares, Dr. Howard is a managing member and the owner of 23%
of the member interests of a limited liability company of which Dr. Howard’s
daughter owns the other 77% of member interests. As to 182,195 of
such shares, Dr. Howard is the owner and a managing member of 20% of the member
interests of another limited liability company of which Dr. Howard’s daughter
and son own the other 80% of member interests. Accordingly, Dr.
Howard has shared voting and investment power over the shares held by such
limited liability companies. The shares in the table for Dr. Howard
also includes 65,000 shares subject to exercisable stock options, 35,000 shares
held by Dr. Howard’s wife, including 13,500 shares she holds as custodian for
minor children, and 9,625 shares held by Dr. Howard’s daughter. As to
all such shares held by Dr. Howard’s wife and daughter, Dr. Howard may be deemed
to have shared voting and investment power.
(5) Includes
400,000 shares issuable pursuant to exercisable stock options.
(6) Includes
260,092 shares issuable pursuant to exercisable stock options.
(7) Includes
62,500 shares issuable pursuant to exercisable stock options and 3,000 shares
held of record by Mr. Ebenstein’s child with respect to which Mr. Ebenstein
disclaims any beneficial ownership interest.
(8) Includes
45,000 shares issuable pursuant to exercisable stock options.
(9) Consists
of shares issuable pursuant to exercisable stock options.
(10) Includes
62,500 shares issuable pursuant to exercisable stock options.
(11) Includes
57,500 shares issuable pursuant to exercisable stock options.
(12) Consists
of shares issuable pursuant to exercisable stock options.
(13) Includes
150,000 shares issuable pursuant to exercisable stock options.
(14) Consists
of shares issuable pursuant to exercisable stock options.
(15) Includes
65,000 shares issuable pursuant to exercisable stock options. The
number of outstanding shares beneficially owned is based on a Form 4 filed by
Mr. Bouchard on January 4, 2006.
(16) Consists
of shares issuable pursuant to exercisable stock options.
(17) Includes
1,075,925 shares issuable pursuant to exercisable stock
options.
The following table provides
information as of December 29, 2007, with respect to shares of the Company’s
Common Stock authorized for issuance under awards made under equity compensation
plans, including the Company’s 1988 Stock Option Plan (the “1988 Plan”), the
1991 Stock Option Plan (the “1991 Plan”), the 1994 Stock Option Plan (the “1994
Plan”), the 1997 Interim Stock Option Plan (the “1997 Plan”), the 1998 Stock
Option Plan (the “1998 Plan”), the 2003 Stock Option and Incentive Plan of
Presstek, Inc. (the “2003 Plan”), the Non-Employee Director Stock
Option Plan (the “Director Plan”) and the 2002 Employee Stock Purchase Plan (the
“ESPP”). Except for the 1997 Plan and a non-plan option grant to our
Chief Executive Officer described below, each of the foregoing equity
compensation plans has been approved by the stockholders of the
Company. As of December 29, 2007, no awards were permitted
to be made under the 1988 Plan, the 1991 Plan, the 1994 Plan, the Director Plan or the 1997 Plan
|
|
Number
of securities to be issued upon exercise of outstanding options,
warrants and rights (a)
|
|
|
Weighted-average
exercise price of outstanding options, warrants and rights
(b)
|
|
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities) reflected in column
(c)
|
|
|
|
|
|
|
|
|
|
|
|
Plan
Category
|
|
|
|
|
|
|
|
|
|
Equity
compensation plans approved by security holders (3)
|
|
|
2,760,892 |
(1) |
|
$ |
8.95 |
(1) |
|
|
2,397,012 |
(2) |
Equity
compensation plans not approved by security holders (4)
|
|
|
1,055,675 |
|
|
|
6.44 |
|
|
|
-- |
|
Total
|
|
|
3,816,567 |
|
|
$ |
8.26 |
|
|
|
2,397,012 |
(2) |
(1) Excludes
purchase rights accruing as of December 29, 2007 under the ESPP.
(2) Includes
shares available for future issuance under the 1998 Plan, the 2003 Plan and the
ESPP. As of December 29, 2007, an aggregate of 703,337 shares of
Common Stock were available for issuance pursuant to the ESPP. Under
the ESPP, each eligible employee may purchase up to 750 shares of Common Stock
each quarterly purchase period at a purchase price per share equal to 85% of the
lower of the fair market value (as defined in the ESPP) of Common Stock on the
first or last trading day of a purchase period.
(3) Consists
of the 1988 Plan, the 1991 Plan, the 1994 Plan, the 1998 Plan, the 2003 Plan,
the Director Plan and the ESPP.
(4) Consists
of 55,675 shares issuable under awards made under the 1997 Plan and the grant of
a non-plan stock option exercisable for 1,000,000 shares of Common Stock to Mr.
Jacobson pursuant to Nasdaq Rule 4350(i)(1)(A)(iv) as an inducement material to
Mr. Jacobson entering into employment with the Company. As
required by SEC rules, since the 1997 Plan and the non-plan stock option were
not approved by stockholders, information on such plan and option is set forth
below.
1997
Interim Stock Option Plan
The 1997
Plan was adopted for the purpose of granting non-statutory options to any person
that the Board believed had contributed, or who would contribute, to the success
of the Company or its subsidiaries, including directors, officers, employees,
independent agents, consultants and attorneys. A total of 250,000
shares of Common Stock were initially reserved for issuance under the 1997
Plan. The Company’s ability to make additional option grants under
the 1997 Plan terminated on September 22, 2002; however, the Plan continues to
govern the options still outstanding under the 1997 Plan, all of which are fully
vested. Pursuant to the terms of the plan, the price per share
relating to each option granted under the 1997 Plan was established at the time
of grant by the Board (or a committee thereof appointed to administer the plan);
provided that the exercise price was not to be less than 100% of the fair market
value per share of Common Stock on the date of grant. The 1997 Plan
provides for adjustment of any outstanding options to prevent dilution or
enlargement of rights, including adjustments in the event of changes in the
outstanding Common Stock by reason of stock dividends, split-ups,
recapitalizations, mergers, consolidations, combinations or exchanges of shares,
separations, reorganizations, liquidations and the like.
Except as
otherwise provided by the Board, options granted under the 1997 Plan may only be
transferred by will or by the laws of descent and distribution. If an
employee ceases to be employed by the Company (other than for cause or by death
or disability), no further installments of the options granted to such employee
under the 1997 Plan shall become exercisable, and such options shall, to the
extent exercisable on the date of termination, remain exercisable for a period
of 30 days following the date of termination. If an employee is
terminated for cause or voluntarily leaves the employ of the Company without the
Company’s consent, options granted to such employee under the 1997 Plan shall
automatically terminate and will no longer be exercisable. Upon
termination of employment by reason of death, options granted to such employee
under the 1997 Plan may be exercised, to the extent exercisable on the date of
death, by the employee beneficiary, at any time within one year after the date
of the employee’s death. In the event employment is terminated by
reason of disability, options granted to such employee under the 1997 Plan
shall, to the extent exercisable on the date of termination, remain exercisable
for a period of 30 days following the date of
termination. Notwithstanding any of the foregoing, no option granted
under the 1997 Plan shall remain exercisable beyond the specified termination
date of such option.
2007
Option Grant to Mr. Jacobson
Information
regarding the terms of the non-plan option grant made to Mr. Jacobson set forth
in note (4) to the Grants Of Plan-Based Awards In Fiscal 2007 table
above in the “Executive Compensation” section of Item 11 of Form 10-K, which
information is incorporated herein by reference.
Item 13. Certain Relationships and Related
Transactions, and Director Independence
RELATED
PERSON TRANSACTIONS
Mr.
Ebenstein, who has been a director of the Company since November 1999, is a
partner of the law firm of Amster, Rothstein & Ebenstein LLP and shares in
the profits of that firm. During the fiscal year ended December 29,
2007, the Company paid $1,100,000 in legal fees and expenses to Amster,
Rothstein & Ebenstein LLP for services related to representing the Company
on various intellectual property matters. With regard to approval of
related person transactions, the Company’s practice is to refer any proposed
related person transaction to our Audit Committee for consideration and
approval.
BOARD
OF DIRECTORS AND COMMITTEE INDEPENDENCE
The Board
has determined, in accordance with Nasdaq Marketplace Rule 4200(a)(15), that
each of the following directors is an “independent director” as such term is
defined in Nasdaq listing standards: Messrs. Ebenstein, Moffitt, Mullaney,
Rappaport, Steenburgh, Waite and Dr. Howard. The Board of Directors
has also determined that each member of the three standing committees of the
Board met the independence requirements applicable to those committees
prescribed by Nasdaq. Because Mr. Dreyer received substantial
additional compensation as a director for significant additional
responsibilities he performed for the Company during the transition to a new
executive team in 2007, the Board determined that Mr. Dreyer should not be
considered independent at this time.
Item 14. Principal Accountant Fees and
Services
INDEPENDENT
AUDITOR FEES
Set forth
below are the fees billed to the Company by KPMG LLP for the fiscal periods
indicated.
|
|
Fiscal 2007
|
|
|
Fiscal 2006
|
|
Audit
Fees (1)(2)
|
|
$ |
1,800,000 |
|
|
$ |
1,418,000 |
|
Audit-Related
Fees
|
|
|
-- |
|
|
|
-- |
|
Tax
Fees (3)
|
|
|
-- |
|
|
|
12,000 |
|
All
Other Fees
|
|
|
-- |
|
|
|
-- |
|
|
|
|
|
|
|
|
|
|
Total
Fees
|
|
$ |
1,800,000 |
|
|
$ |
1,430,000 |
|
|
|
|
|
|
|
|
|
|
|
(1) Audit
Fees consist of fees for professional services provided in connection with
the integrated audit of the Company’s financial statements and internal
control over financial reporting, and review of financial statements
included in Forms 10-Q, and includes services that generally only the
external auditor can reasonably provide, such as attest services, consents
and assistance with and review of documents filed with the
SEC.
|
|
(2) Fiscal
2006 fees have been adjusted for billings that were finalized and billed
during 2007 for approximately
$530,000.
|
|
(3) Tax
Fees include fees for the review of the annual income tax returns for
fiscal 2006.
|
POLICY
ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF
INDEPENDENT AUDITORS
The Audit
Committee’s policy is to pre-approve all audit and permissible non-audit
services provided by the independent registered public accounting
firm. These services may include audit services, audit-related
services, tax services and other services. Pre-approval is generally
provided for up to one year and any pre-approval is detailed as to the
particular service or category of services and is generally subject to a
specific budget. The independent registered public accounting firm
and management are required to periodically report to the Audit Committee
regarding the extent of services provided by the independent registered public
accounting firm in accordance with this pre-approval, and the fees for the
services performed to date. The Audit Committee may also pre-approve
particular services on a case-by-case basis.
PART
IV
Item 15. Exhibits and Financial Statement
Schedules
(a) (1)
Financial Statements
The
consolidated financial statements of the Company are listed in the index under
Part II, Item 8, of this Annual Report on Form 10-K.
(2)
Financial Statement Schedule
The
following financial statement schedule is filed as part of this report under
Schedule II (Valuation and Qualifying Accounts and Reserves) for the 2005 – 2007
fiscal years. All other schedules called for by Form 10-K are omitted
because they are inapplicable or the required information is contained in the
consolidated financial statements, or notes thereto, included
herein.
(3)
Exhibits
The
exhibits that are filed with this Annual Report on Form 10-K, or that are
incorporated herein by reference, are set forth in the Exhibit Index hereto,
which index is incorporated by reference herein.
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.
PRESSTEK,
INC.
|
|
|
/s/ Jeffrey Jacobson |
Jeffrey
Jacobson
|
President
and Chief Executive Officer
|
Date: April
30, 2008
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.
/s/ Jeffrey
Jacobson
|
|
Jeffrey
Jacobson
|
President, Chief
Executive Officer and Director
|
|
(Principal
Executive Officer)
|
/s/ Jeffrey A.
Cook
|
|
Jeffrey A.
Cook
|
Executive Vice
President and Chief Financial Officer
|
|
(Principal
Financial Officer)
|
/s/ Wayne L.
Parker
|
|
Wayne L.
Parker
|
Vice President
- Corporate Controller
|
|
(Principal
Accounting Officer)
|
/s/ John W.
Dreyer
|
|
John W.
Dreyer
|
Chairman of
the Board
|
|
|
/s/ Daniel S.
Ebenstein, Esq.
|
|
Daniel S.
Ebenstein, Esq.
|
Director
|
|
|
/s/ Dr.
Lawrence Howard
|
|
Dr. Lawrence
Howard
|
Director
|
|
|
/s/ Michael D.
Moffitt
|
|
Michael D.
Moffitt
|
Director
|
|
|
/s/ Steven N.
Rappaport
|
|
Steven N.
Rappaport
|
Director
|
|
|
/s/ Donald C.
Waite, III
|
|
Donald C.
Waite, III
|
Director
|
Exhibit
Number
|
Description
|
|
|
3(a)
|
Amended
and Restated Certificate of Incorporation of Presstek, Inc., as amended.
(Previously filed as Exhibit 3 to Presstek’s Quarterly Report on Form 10-Q
for the Quarter ended June 29, 1996, hereby incorporated by
reference.)
|
3(b)
|
By-laws
of Presstek, Inc. (Previously filed as an exhibit with Presstek’s Form
10-K for the fiscal year ended December 30, 1995, filed March 29, 1996,
hereby incorporated by reference.)
|
2(a)
|
Stock
Purchase Agreement among Presstek, Inc., Precision Lithograining, Inc. and
SDK Realty Co. dated June 2, 2004 (Previously filed as Exhibit 2.1 to
Presstek’s Form 8-K filed on July 30, 2004, hereby incorporated by
reference)
|
2(b)
|
Asset
Purchase Agreement among Presstek, Inc., Silver Acquisitions Corp.,
Paragon Corporate Holdings, Inc., A.B. Dick Company, A.B. Dick Company of
Canada, Ltd. And Interactive Media Group, Inc., dated July 13, 2004
(Previously filed as Exhibit 2.1 to Presstek’s Form 8-K filed on July 13,
2004, hereby incorporated by reference)
|
2(c)
|
Second
Amendment to Asset Purchase Agreement between the Company and A.B. Dick
Company dated November 5, 2004 (Previously filed as Exhibit 2.1 to
Presstek’s Form 8-K filed on November 12, 2004, hereby incorporated by
reference)
|
2(d)
|
Amendment
to Asset Purchase Agreement between the Company and A.B. Dick Company
dated August 20, 2004 (Previously filed as Exhibit 2.2 to Presstek’s Form
8-K filed on November 12, 2004, hereby incorporated by
reference)
|
10(a)**
|
Non-Employee
Director Stock Option Plan. (Previously filed as Exhibit 10.0 to
Presstek’s Form 10-K for the fiscal year ended January 2, 1999, filed
March 2, 1999, hereby incorporated by
reference.)
|
10(b)**
|
1998
Stock Incentive Plan. (Previously filed as Exhibit A to Presstek’s April
23, 1998 Proxy Statement, filed April 24, 1998, hereby incorporated by
reference.)
|
10(c)**
|
2002
Employee Stock Purchase Plan of Presstek, Inc. (Previously filed as
Exhibit 4.3 to Presstek’s Registration Statement on Form S-8 filed with
the Commission on August 9, 2002, hereby incorporated by
reference.)
|
10(d)**
|
2003
Stock Option and Incentive Plan of Presstek, Inc. (Previously filed as
Exhibit 10.1 to Presstek’s Quarterly Report on Form 10-Q for the quarter
ended June 28, 2003, filed August 12, 2003, hereby incorporated by
reference.)
|
10(e)*
|
OEM
Consumables Supply Agreement by and between Presstek, Inc. and Heidelberg
Druckmaschinen, AG., dated July 1, 2003. (Previously filed as Exhibit 10.1
to Presstek’s Quarterly Report on Form 10-Q for the quarter ended
September 27, 2003, filed November 12, 2003, hereby incorporated by
reference.)
|
10(f)*
|
OEM
Consumables Supply Agreement by and between Presstek, Inc. and Heidelberg
U.S.A., Inc. dated July 1, 2003. (Previously filed as Exhibit 10.2 to
Presstek’s Quarterly Report on Form 10-Q for the quarter ended September
27, 2003, filed November 12, 2003, hereby incorporated by
reference.)
|
10(g)
|
Credit
Agreement by and among Presstek, Inc., Lasertel Inc., Citizens Bank New
Hampshire and Keybank National Association dated October 15, 2003.
(Previously filed as Exhibit 10.3 to Presstek’s Quarterly Report on Form
10-Q for the quarter ended September 27, 2003, filed November 12, 2003,
hereby incorporated by
reference.)
|
Exhibit
Number
|
Description
|
10(h)
|
Revolving
Note dated October 15, 2003 made by Presstek, Inc. in favor of Citizens
Bank New Hampshire. (Previously filed as Exhibit 10.4 to Presstek’s
Quarterly Report on Form 10-Q for the quarter ended September 27, 2003,
filed November 12, 2003, hereby incorporated by
reference.)
|
10(i)
|
Revolving
Note dated October 15, 2003 made by Presstek, Inc. in favor of Keybank
National Association. (Previously filed as Exhibit 10.5 to Presstek’s
Quarterly Report on Form 10-Q for the quarter ended September 27, 2003,
filed November 12, 2003, hereby incorporated by
reference.)
|
10(j)
|
Term
Note dated October 15, 2003 made by Presstek, Inc. in favor of Citizens
Bank New Hampshire. (Previously filed as Exhibit 10.6 to Presstek’s
Quarterly Report on Form 10-Q for the quarter ended September 27, 2003,
filed November 12, 2003, hereby incorporated by
reference.)
|
10(k)
|
Term
Note dated October 15, 2003 made by Presstek, Inc. in favor of Keybank
National Association. (Previously filed as Exhibit 10.7 to Presstek’s
Quarterly Report on Form 10-Q for the quarter ended September 27, 2003,
filed November 12, 2003, hereby incorporated by
reference.)
|
10(l)
|
Swing
Line Note dated October 15, 2003 made by Presstek, Inc. in favor of
Citizens Bank New Hampshire. (Previously filed as Exhibit 10.8 to
Presstek’s Quarterly Report on Form 10-Q for the quarter ended September
27, 2003, filed November 12, 2003, hereby incorporated by
reference.)
|
10(m)
|
Security
Agreement by and between Presstek, Inc. and Citizens Bank New Hampshire
dated October 15, 2003. (Previously filed as Exhibit 10.9 to Presstek’s
Quarterly Report on Form 10-Q for the quarter ended September 27, 2003,
filed November 12, 2003, hereby incorporated by
reference.)
|
10(n)
|
Security
Agreement by and between Lasertel, Inc. and Citizens Bank New Hampshire
dated October 15, 2003. (Previously filed as Exhibit 10.10 to Presstek’s
Quarterly Report on Form 10-Q for the quarter ended September 27, 2003,
filed November 12, 2003, hereby incorporated by
reference.)
|
10(o)
|
Security
Agreement (Intellectual Property) by and between Presstek, Inc. and
Citizens Bank New Hampshire dated October 15, 2003. (Previously filed as
Exhibit 10.11 to Presstek’s Quarterly Report on Form 10-Q for the quarter
ended September 27, 2003, filed November 12, 2003, hereby incorporated by
reference.)
|
10(p)
|
Security
Agreement (Intellectual Property) by and between Lasertel, Inc. and
Citizens Bank New Hampshire dated October 15, 2003. (Previously filed as
Exhibit 10.12 to Presstek’s Quarterly Report on Form 10-Q for the quarter
ended September 27, 2003, filed November 12, 2003, hereby incorporated by
reference.)
|
10(q)
|
Mortgage
and Security Agreement between Presstek, Inc. and Citizens Bank New
Hampshire dated October 15, 2003. (Previously filed as Exhibit 10.13 to
Presstek’s Quarterly Report on Form 10-Q for the quarter ended September
27, 2003, filed November 12, 2003, hereby incorporated by
reference.)
|
10(r)
|
Deed
of Trust, Assignment of Rents, Security Agreement and Fixture Filing by
and among Presstek, Inc., First American Title Insurance Company and
Citizens Bank New Hampshire dated October 15, 2003. (Previously filed as
Exhibit 10.14 to Presstek’s Quarterly Report on Form 10-Q for the quarter
ended September 27, 2003, filed November 12, 2003, hereby incorporated by
reference.)
|
10(s)
|
Debtor-in-Possession
Revolving Credit Agreement by and among A.B. Dick Company, Paragon
Corporate Holdings, Inc., KeyBank National Association and Presstek, Inc.
dated July 13, 2004 (Previously filed as Exhibit 10.1 to Presstek’s Form
8-K filed on July 13, 2004, hereby incorporated by
reference)
|
10(t)
|
Amended
and Restated Credit Agreement among the Company, the Guarantors, Citizens
Bank New Hampshire, KeyBank National Association and Bank North N.A. dated
November 5, 2004 (Previously filed as Exhibit 99.1 to Presstek’s Form 8-K
filed on November 12, 2004, hereby incorporated by
reference)
|
Exhibit
Number
|
Description
|
|
|
|
Employment
Agreement by and between Presstek, Inc. and Jeffrey Cook dated February
27, 2007 (Filed herewith.)
|
10(v)**
|
Nonqualified
Stock Option Agreement by and between Presstek, Inc. and Jeffrey Cook
dated February 27, 2007 (Previously filed as Exhibit 99.2 to Presstek’s
Form 8-K, filed March 2, 2007, hereby incorporated by
reference.)
|
10(w)**
|
Employment
Agreement by and between Presstek, Inc. and Jeffrey Jacobson dated May 10,
2007 (Previously filed as Exhibit 10.2 to Presstek’s Form 10-Q, filed May
14, 2007, hereby incorporated by reference.)
|
10(x)**
|
Non
Plan, Nonqualified Stock Option Agreement by and between Presstek, Inc.
and Jeffrey Jacobson dated May 10, 2007 (Previously filed as Exhibit 10.3
to Presstek’s Form 10-Q, filed May 15, 2007, hereby incorporated by
reference.)
|
|
Letter
Agreement by and between Presstek, Inc. and Moosa E. Moosa dated July 13,
2007. (Filed herewith.)
|
|
Form
of Stock Option Agreement under 2003 Stock Option and Incentive Plan of
Presstek, Inc. (Filed herewith.)
|
10(aa)** |
Letter
Agreement by and between Presstek, Inc. and Peter Bouchard dated December
7, 2007. (Filed herewith.)
|
|
Subsidiaries
of the Registrant (filed herewith.)
|
|
Consent
of KPMG LLP (filed herewith.)
|
|
Consent
of BDO Seidman, LLP (filed herewith.)
|
|
Certification
of Chief Executive Officer Pursuant to Section 240.13a-14 or Section
240.15d-14 of the Securities Exchange Act of 1934, as amended (filed
herewith.)
|
|
Certification
of Chief Financial Officer Pursuant to Section 240.13a-14 or Section
240.15d-14 of the Securities Exchange Act of 1934, as amended (filed
herewith.)
|
|
Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (filed herewith.)
|
|
Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (filed
herewith.)
|
__________
*
|
The
SEC has granted Presstek’s request of confidential treatment with respect
to a portion of this exhibit.
|
**
|
Denotes
management employment contracts or compensatory
plans.
|