form10q.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
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þ
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the quarterly period ended September 29, 2007
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or
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period
from to
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Commission
file number 0-17541
PRESSTEK,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
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|
Delaware
(State
or other Jurisdiction of
Incorporation
or Organization)
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02-0415170
(I.R.S.
Employer Identification No.)
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2
Greenwich Office Park
Greenwich,
Connecticut
(Address
of Principal Executive Offices)
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06831
(Zip
Code)
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Registrant’s
telephone number, including area code (866) 535-2230
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 þ No
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the
Act. (Check one):
Large
accelerated filer £ Accelerated
filer R Non-accelerated
filer £
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes o No
þ
As of
January 28, 2008, there were 36,583,914 shares of the Registrant’s Common Stock,
$0.01 par value, outstanding.
PRESSTEK,
INC.
INDEX
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PAGE
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PART
I
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FINANCIAL
INFORMATION
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Item
1.
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Consolidated
Financial Statements
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3
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4
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5
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6
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Item
2.
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28
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Item
3.
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42
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Item
4.
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43
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PART
II
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OTHER
INFORMATION
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Item
1.
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47
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Item
6.
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47
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48
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49
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PRESSTEK,
INC. AND SUBSIDIARIES
|
|
CONSOLIDATED
BALANCE SHEETS
|
|
(in
thousands, except share and per share data)
|
|
(Unaudited)
|
|
|
|
|
|
|
September
29,
|
|
|
December
30,
|
|
|
|
|
|
|
2007
|
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|
2006
|
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ASSETS
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Current
assets
|
|
|
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|
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Cash
and cash equivalents
|
|
$ |
8,253 |
|
|
$ |
9,449 |
|
Accounts
receivable, net
|
|
|
49,051 |
|
|
|
53,158 |
|
Inventories
|
|
|
50,226 |
|
|
|
46,050 |
|
Deferred
income taxes
|
|
|
4,210 |
|
|
|
4,162 |
|
Other
current assets
|
|
|
3,103 |
|
|
|
2,600 |
|
Assets
of discontinued operations
|
|
|
74 |
|
|
|
3,321 |
|
|
|
|
Total
current assets
|
|
|
114,917 |
|
|
|
118,740 |
|
|
|
|
|
|
|
|
|
|
|
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|
Property,
plant and equipment, net
|
|
|
39,500 |
|
|
|
42,194 |
|
Goodwill
|
|
|
19,807 |
|
|
|
20,280 |
|
Intangible
assets, net
|
|
|
6,750 |
|
|
|
8,741 |
|
Deferred
income taxes
|
|
|
11,896 |
|
|
|
7,515 |
|
Other
noncurrent assets
|
|
|
946 |
|
|
|
544 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Total
assets
|
|
$ |
193,816 |
|
|
$ |
198,014 |
|
|
|
|
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LIABILITIES
AND STOCKHOLDERS' EQUITY
|
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Current
liabilities
|
|
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|
|
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Current
portion of long-term debt and capital lease obligation
|
|
$ |
7,039 |
|
|
$ |
7,037 |
|
Line
of credit
|
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|
21,000 |
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|
|
15,000 |
|
Accounts
payable
|
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|
21,982 |
|
|
|
27,126 |
|
Accrued
expenses
|
|
|
16,088 |
|
|
|
10,471 |
|
Deferred
revenue
|
|
|
7,532 |
|
|
|
7,901 |
|
Liabilities
of discontinued operations
|
|
|
722 |
|
|
|
3,707 |
|
|
|
|
Total
current liabilities
|
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|
74,363 |
|
|
|
71,242 |
|
|
|
|
|
|
|
|
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Long-term
debt and capital lease obligation, less current portion
|
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|
10,259 |
|
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|
15,535 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Total
liabilities
|
|
|
84,622 |
|
|
|
86,777 |
|
|
|
|
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Commitments
and contingencies (See Note 20)
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Stockholders'
equity
|
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Preferred
stock, $0.01 par value, 1,000,000 shares authorized, no shares
issued
|
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|
- |
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|
- |
|
Common
stock, $0.01 par value, 75,000,000 shares authorized, 36,548,682
and |
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|
35,662,318
shares issued and outstanding at September 29, 2007 and
|
|
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|
|
|
|
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|
December
30, 2006, respectively
|
|
|
366 |
|
|
|
357 |
|
Additional
paid-in capital
|
|
|
115,276 |
|
|
|
108,769 |
|
Accumulated
other comprehensive income
|
|
|
1,162 |
|
|
|
297 |
|
Retained
earnings (accumulated deficit)
|
|
|
(7,610 |
) |
|
|
1,814 |
|
|
|
|
Total
stockholders' equity
|
|
|
109,194 |
|
|
|
111,237 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities and stockholders' equity
|
|
$ |
193,816 |
|
|
$ |
198,014 |
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|
|
|
|
|
|
|
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|
|
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|
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|
The
accompanying notes are an integral part of these consolidated financial
statements.
|
|
|
|
|
|
|
|
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|
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|
PRESSTEK,
INC. AND SUBSIDIARIES
|
|
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
|
(in
thousands, except per-share data)
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
months ended
|
|
|
Nine
months ended
|
|
|
|
September
29,
|
|
|
September
30,
|
|
|
September
29,
|
|
|
September
30,
|
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
|
|
$ |
50,124 |
|
|
$ |
50,578 |
|
|
$ |
164,239 |
|
|
$ |
164,924 |
|
Service
and parts
|
|
|
9,488 |
|
|
|
10,841 |
|
|
|
29,276 |
|
|
|
34,705 |
|
Total
revenue
|
|
|
59,612 |
|
|
|
61,419 |
|
|
|
193,515 |
|
|
|
199,629 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
|
|
|
36,759 |
|
|
|
35,280 |
|
|
|
117,086 |
|
|
|
114,962 |
|
Service
and parts
|
|
|
8,097 |
|
|
|
8,095 |
|
|
|
24,568 |
|
|
|
25,074 |
|
Total
cost of revenue
|
|
|
44,856 |
|
|
|
43,375 |
|
|
|
141,654 |
|
|
|
140,036 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
|
|
14,756 |
|
|
|
18,044 |
|
|
|
51,861 |
|
|
|
59,593 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research
and development
|
|
|
1,492 |
|
|
|
1,660 |
|
|
|
4,746 |
|
|
|
4,885 |
|
Sales,
marketing and customer support
|
|
|
9,503 |
|
|
|
9,920 |
|
|
|
30,319 |
|
|
|
29,824 |
|
General
and administrative
|
|
|
9,150 |
|
|
|
5,585 |
|
|
|
24,407 |
|
|
|
14,738 |
|
Amortization
of intangible assets
|
|
|
577 |
|
|
|
807 |
|
|
|
1,999 |
|
|
|
2,336 |
|
Restructuring
and other charges
|
|
|
398 |
|
|
|
(208 |
) |
|
|
1,527 |
|
|
|
(208 |
) |
Total
operating expenses
|
|
|
21,120 |
|
|
|
17,764 |
|
|
|
62,998 |
|
|
|
51,575 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income (loss)
|
|
|
(6,364 |
) |
|
|
280 |
|
|
|
(11,137 |
) |
|
|
8,018 |
|
Interest
and other income (expense), net
|
|
|
(586 |
) |
|
|
(96 |
) |
|
|
(2,476 |
) |
|
|
(1,264 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(loss) before income taxes
|
|
|
(6,950 |
) |
|
|
184 |
|
|
|
(13,613 |
) |
|
|
6,754 |
|
Provision
(benefit) for income taxes
|
|
|
(3,324 |
) |
|
|
224 |
|
|
|
(4,267 |
) |
|
|
1,237 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(loss) from continuing operations
|
|
|
(3,626 |
) |
|
|
(40 |
) |
|
|
(9,346 |
) |
|
|
5,517 |
|
Income
(loss) from discontinued operations, net of tax
|
|
$ |
10 |
|
|
|
(383 |
) |
|
$ |
(78 |
) |
|
|
(470 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
$ |
(3,616 |
) |
|
$ |
(423 |
) |
|
$ |
(9,424 |
) |
|
$ |
5,047 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
(loss) per share - basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(loss) from continuing operations
|
|
$ |
(0.10 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.26 |
) |
|
$ |
0.16 |
|
Loss
from discontinued operations
|
|
|
0.00 |
|
|
|
(0.01 |
) |
|
|
(0.00 |
) |
|
|
(0.01 |
) |
|
|
$ |
(0.10 |
) |
|
$ |
(0.01 |
) |
|
$ |
(0.26 |
) |
|
$ |
0.15 |
|
Earnings
(loss) per share - diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(loss) from continuing operations
|
|
$ |
(0.10 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.26 |
) |
|
$ |
0.16 |
|
Loss
from discontinued operations
|
|
|
0.00 |
|
|
|
(0.01 |
) |
|
|
(0.00 |
) |
|
|
(0.01 |
) |
|
|
$ |
(0.10 |
) |
|
$ |
(0.01 |
) |
|
$ |
(0.26 |
) |
|
$ |
0.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding - basic
|
|
|
36,545 |
|
|
|
35,609 |
|
|
|
36,080 |
|
|
|
35,541 |
|
Dilutive
effect of options
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
386 |
|
Weighed
average shares outstanding - diluted
|
|
|
36,545 |
|
|
|
35,609 |
|
|
|
36,080 |
|
|
|
35,927 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these consolidated financial
statements.
|
PRESSTEK,
INC. AND SUBSIDIARIES
|
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|
(in
thousands)
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Nine
months ended
|
|
|
|
September
29,
|
|
September
30,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
(9,424 |
) |
|
$ |
5,047 |
|
Add loss from discontinued operations
|
|
|
78 |
|
|
|
470 |
|
Income
(loss) from continuing operations
|
|
|
(9,346 |
) |
|
|
5,517 |
|
Adjustments to reconcile net income (loss) to net cash provided by (used
in) operating activities:
|
|
Depreciation
|
|
|
5,232 |
|
|
|
5,247 |
|
Amortization of intangible assets
|
|
|
1,999 |
|
|
|
2,336 |
|
Restructuring and other charges
|
|
|
1,527 |
|
|
|
(208 |
) |
Provision for warranty costs
|
|
|
2,854 |
|
|
|
2,703 |
|
Provision for accounts receivable allowances
|
|
|
1,542 |
|
|
|
78 |
|
Stock compensation expense
|
|
|
3,447 |
|
|
|
207 |
|
Deferred income taxes
|
|
|
(4,429 |
) |
|
|
- |
|
Loss on disposal of assets
|
|
|
117 |
|
|
|
72 |
|
Changes
in operating assets and liabilities, net of effects from business
acquisitions and divestitures:
|
|
Accounts receivable
|
|
|
2,113 |
|
|
|
(8,064 |
) |
Inventories
|
|
|
(3,988 |
) |
|
|
5,148 |
|
Other current assets
|
|
|
(503 |
) |
|
|
(1,545 |
) |
Other noncurrent assets
|
|
|
70 |
|
|
|
28 |
|
Accounts payable
|
|
|
(5,159 |
) |
|
|
3,606 |
|
Accrued expenses
|
|
|
1,657 |
|
|
|
(6,360 |
) |
Deferred revenue
|
|
|
(365 |
) |
|
|
(541 |
) |
Net cash provided by (used in) operating activities
|
|
|
(3,232 |
) |
|
|
8,224 |
|
|
|
|
|
|
|
|
|
|
Investing
activities
|
|
|
|
|
|
|
|
|
Purchase of property, plant and equipment
|
|
|
(2,533 |
) |
|
|
(3,297 |
) |
Business acquisitions, net of cash acquired
|
|
|
(20 |
) |
|
|
(693 |
) |
Investment in patents and other intangible assets
|
|
|
(58 |
) |
|
|
(2,237 |
) |
Net cash used in investing activities
|
|
|
(2,611 |
) |
|
|
(6,227 |
) |
|
|
|
|
|
|
|
|
|
Financing
activities
|
|
|
|
|
|
|
|
|
Net proceeds from the exercise of stock options and the issuance of common
stock
|
|
|
3,069 |
|
|
|
1,847 |
|
Repayments of term loan and capital lease
|
|
|
(5,274 |
) |
|
|
(5,273 |
) |
Net borrowings under line of credit agreement
|
|
|
6,000 |
|
|
|
2,964 |
|
Net cash provided by (used in) financing activities
|
|
|
3,795 |
|
|
|
(462 |
) |
|
|
|
|
|
|
|
|
|
Cash
provided by (used in) discontinued operations
|
|
|
|
|
|
|
|
|
Operating activities
|
|
|
185 |
|
|
|
(599 |
) |
Investing activities
|
|
|
- |
|
|
|
(178 |
) |
Financing activites
|
|
|
|
|
|
|
- |
|
Net cash provided by discontinued operations
|
|
|
185 |
|
|
|
(777 |
) |
|
|
|
|
|
|
|
|
|
Effect
of exchange rate changes on cash and cash equivalents
|
|
|
667 |
|
|
|
(28 |
) |
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash and cash equivalents
|
|
|
(1,196 |
) |
|
|
730 |
|
Cash
and cash equivalents, beginning of period
|
|
|
9,449 |
|
|
|
5,615 |
|
Cash
and cash equivalents, end of period
|
|
$ |
8,253 |
|
|
$ |
6,345 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosure of cash flow information
|
|
|
|
|
|
|
|
|
Cash
paid for interest
|
|
$ |
2,417 |
|
|
$ |
1,704 |
|
Cash
paid for income taxes
|
|
$ |
374 |
|
|
$ |
1,132 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these consolidated financial
statements.
|
|
PRESSTEK,
INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September
29, 2007
(Unaudited)
1. BASIS OF PRESENTATION AND SIGNIFICANT
ACCOUNTING POLICIES
Basis
of Presentation
In the
opinion of management, the accompanying consolidated financial statements of
Presstek, Inc. and its subsidiaries (“Presstek,” the “Company,” “we” or “us”)
contain all adjustments, including normal recurring adjustments, necessary to
present fairly Presstek’s financial position as of September 29, 2007 and
December 30, 2006, its results of operations for the three and nine months ended
September 29, 2007 and September 30, 2006 and its cash flows for the nine months
ended September 29, 2007 and September 30, 2006, in accordance with U.S.
generally accepted accounting principles (“U.S. GAAP”) and the interim reporting
requirements of Form 10-Q. Accordingly, certain information and
footnote disclosures normally included in financial statements prepared in
accordance with U.S. GAAP have been condensed or omitted.
The
results of the three and nine months ended September 29, 2007 are not
necessarily indicative of the results to be expected for the fiscal year ending
December 29, 2007. The information contained in this Quarterly Report
on Form 10-Q should be read in conjunction with the “Management’s Discussion and
Analysis of Financial Condition and Results of Operations,” “Quantitative and
Qualitative Disclosures About Market Risk” and the consolidated financial
statements and notes thereto included in the Company’s Annual Report on Form
10-K for the fiscal year ended December 30, 2006, filed with the U.S. Securities
and Exchange Commission (“SEC”) on April 25, 2007.
The
Company’s operations are currently organized into two segments: (i) Presstek and
(ii) 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 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. Any future changes to this organizational
structure may result in changes to the segments currently
disclosed.
Principles
of Consolidation
The
consolidated financial statements include the accounts of the Company and its
subsidiaries. Intercompany transactions and balances have been
eliminated.
The
Company operates and reports on a 52- or 53-week, fiscal year ending on the
Saturday closest to December 31. Accordingly, the accompanying consolidated
financial statements include the thirteen and thirty-nine week periods ended
September 29, 2007 (the “third quarter and nine months ended September 29, 2007”
or the “three and nine months ended September 29, 2007”) and September 30, 2006
(the “third quarter and nine months ended September 30, 2006” or the “three and
nine months ended September 30, 2006”).
Earnings
(Loss) per Share
Earnings
(loss) per share is computed in accordance with Statement of Financial
Accounting Standards (“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
shares and dilutive common equivalent shares outstanding during the period
unless the effect is antidilutive. Potential dilutive equivalent
common shares consist of the incremental common shares issuable upon the
exercise of stock options.
PRESSTEK,
INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September
29, 2007
(Unaudited)
Approximately
1,875,400 and 1,849,700 options to purchase common stock were excluded from the
calculation of diluted earnings (loss) per share for the three months ended
September 29, 2007 and September 30, 2006, respectively, as their effect would
be antidilutive. Approximately 1,967,400 and 878,300 options to
purchase common stock were excluded from the calculation of diluted earnings per
share for the nine months ended September 29, 2007 and September 30, 2006,
respectively, as their effect would be antidilutive.
Foreign
Currency Translation and Transactions
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. Revenues and expenses from these subsidiaries are translated at
average monthly exchange rates in effect for the periods in which the
transactions occur. The resulting unrealized gains or losses are
reported under the caption “Accumulated other comprehensive income (loss)” in
the Company’s Consolidated Balance Sheets.
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. The Company recorded gains on foreign
currency transactions of approximately $0.3 million and $29,000 for the three
and nine months ended September 29, 2007, respectively. The Company recorded
gains on foreign currency transactions of approximately $0.2 million and $0.1
million for the three and nine months ended September 30, 2006,
respectively.
Reclassifications
Certain
amounts in prior periods have been reclassified to conform to the current period
presentation.
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 the reported amounts of assets and liabilities and 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; 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 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.
The
following discussion supersedes the description of such policies in our Annual
Report on Form 10-K for the fiscal year ended December 30, 2006, which was filed
with the SEC on April 25, 2007. For a discussion of other critical
accounting policies and estimates, refer to such Form 10-K.
Revenue
Recognition
The
Company derives revenue principally from the sale of products (equipment,
printing plates and other consumables, and laser diodes) and services (equipment
maintenance contracts, installation, training, support, and spare
parts).
PRESSTEK,
INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September
29, 2007
(Unaudited)
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. 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” or “OEMs”) 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.
PRESSTEK,
INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September
29, 2007
(Unaudited)
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. The estimated cost of post-sale obligations, including
product warranties, is accrued at the time revenue is recognized based on
historical experience.
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).
Accounting for Income
Taxes
The
Company’s policy covering accounting for income taxes, which was disclosed in
its Annual Report on Form 10-K for the fiscal year ended December 30, 2006,
filed with the SEC on April 25, 2007, was expanded in the first
quarter
of fiscal 2007 to include the adoption of 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 derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure, and transition.
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.
PRESSTEK,
INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September
29, 2007
(Unaudited)
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” (FASB No. 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 FASB No. 160 in the first quarter of 2009 and is
currently evaluating the impact of such adoption on its Consolidated Financial
Statements.
PRESSTEK,
INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September
29, 2007
(Unaudited)
2.
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 expenses associated with discontinued
operations have been classified as “Income (loss) from discontinued operations,
net of tax” in the accompanying Consolidated Statements of Operation. 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. (“Precision”) - Analog Newspaper Business
On
December 28, 2006, the Company’s production in South Hadley, Massachusetts of
Precision-branded analog plates used in newspaper applications was
discontinued.
Results
of operations of the discontinued analog newspaper business of Precision consist
of the following (in thousands, except per-share data):
|
|
Three
months ended
|
|
|
Nine
months ended
|
|
|
|
September
29, 2007
|
|
|
September
30, 2006
|
|
|
September
29, 2007
|
|
|
September
30, 2006
|
|
Revenue
|
|
$ |
0 |
|
|
$ |
3,349 |
|
|
$ |
196 |
|
|
$ |
9,937 |
|
Income
(loss) before income taxes
|
|
|
16 |
|
|
|
(398 |
) |
|
|
(132 |
) |
|
|
(456 |
) |
Provision
(benefit) for income taxes
|
|
|
6 |
|
|
|
(15 |
) |
|
|
(54 |
) |
|
|
14 |
|
Income
(loss) from discontinued operations
|
|
$ |
10 |
|
|
$ |
(383 |
) |
|
$ |
(78 |
) |
|
$ |
(470 |
) |
Earnings
(loss) per share
|
|
$ |
0.00 |
|
|
$ |
(0.01 |
) |
|
$ |
0.00 |
|
|
$ |
(0.01 |
) |
Assets
and liabilities of discontinued operations consist of the following (in
thousands):
|
|
September
29, 2007
|
|
|
December
30, 2006
|
|
|
|
|
|
|
|
|
Receivables,
net
|
|
$ |
74 |
|
|
$ |
1,875 |
|
Inventories
|
|
|
-- |
|
|
|
1,446 |
|
Total
current assets
|
|
$ |
74 |
|
|
$ |
3,321 |
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$ |
-- |
|
|
$ |
2,126 |
|
Accrued
expenses
|
|
|
722 |
|
|
|
1,581 |
|
Total
current liabilities
|
|
$ |
722 |
|
|
$ |
3,707 |
|
|
|
|
|
|
|
|
|
|
PRESSTEK,
INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September
29, 2007
(Unaudited)
3. ACCOUNTS
RECEIVABLE, NET
The
components of “Accounts receivable, net” in the Consolidated Balance Sheets are
as follows (in thousands):
|
|
September
29,
2007
|
|
|
December
30,
2006
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
$ |
51,443 |
|
|
$ |
56,152 |
|
Less
allowances
|
|
|
(2,392 |
) |
|
|
(2,994 |
) |
|
|
$ |
49,051 |
|
|
$ |
53,158 |
|
A
rollforward of accounts receivable allowance balances during the periods
follows:
|
|
|
|
Accounts
receivable allowances, December 30, 2006
|
|
$ |
2,994 |
|
Write-offs
in the period
|
|
|
(2,144 |
) |
Increase
in allowance for doubtful accounts
|
|
|
1,542 |
|
Accounts
receivable allowances, September 29, 2007
|
|
$ |
2,392 |
|
4. INVENTORIES
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. Based upon a consideration of quantities on hand,
actual and projected sales volume, slow-moving and obsolete inventory is written
down to its net realizable value.
The
components of “Inventories” in the Consolidated Balance Sheets are as follows
(in thousands):
|
|
September
29,
2007
|
|
|
December
30,
2006
|
|
|
|
|
|
|
|
|
Raw
materials
|
|
$ |
3,487 |
|
|
$ |
3,434 |
|
Work
in process
|
|
|
7,141 |
|
|
|
7,102 |
|
Finished
goods
|
|
|
39,598 |
|
|
|
35,514 |
|
|
|
$ |
50,226 |
|
|
$ |
46,050 |
|
During
the nine months ended September 29, 2007, the Company disposed of $3.5 million
of excess and obsolete inventories. Disposed inventories comprised
primarily of machine components and repair parts relating to technology that is
no longer manufactured, distributed, or serviced by the Company, and had a net
realizable value of $0 as of September 29, 2007.
In fiscal
2007 the Company completed an evaluation of the future strategic position of key
products in its product portfolio. In the second quarter of fiscal
2007, the Company recorded charges of $2.7 million related to changes to product
plans for the Vector TX52 CtP product family. Charges included a $1.1
million write-down of excess and obsolete equipment and parts inventory to net
realizable value, warranty-related charges of $0.8 million (Note 9) and accrued
liabilities of $0.8 million associated with non-cancelable purchase order
obligations. In the third quarter of fiscal 2007, the Company
recorded inventory-related charges of $2.8 million, consisting of $2.2 million
for the write-off of excess and obsolete inventory, $0.4 million of
warranty-related expenses (Note 9) and $0.2 million of accrued liabilities in
non-cancelable inventory purchase commitments. Of the $2.2 million of
excess and obsolete inventory charges for the third
PRESSTEK,
INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September
29, 2007
(Unaudited)
quarter
of fiscal 2007, $1.1 million relates to excess associated with specific changes
to the future product portfolio, $0.7 million relates to a change in estimate of
arising from revised methodology in identifying excess and obsolete inventory
and $0.4 million related to other product reviews.
In the
second and third quarters of fiscal 2007, the Company recorded charges of $0.8
million and $0.3 million, respectively, related to the write-off of service
parts in the U.S. These charges are reflected in Cost of revenue in
the accompanying Consolidated Statements of Income.
The
Company completed a worldwide physical inventory count in August, 2007 resulting
in charges of $0.4 million during the third quarter of fiscal 2007.
5. PROPERTY,
PLANT AND EQUIPMENT, NET
The
components of “Property, plant and equipment, net”, in the Consolidated Balance
Sheets are as follows (in
thousands):
|
|
September
29,
2007
|
|
|
December
30,
2006
|
|
|
|
|
|
|
|
|
Land
and improvements
|
|
$ |
2,286 |
|
|
$ |
2,286 |
|
Buildings
and leasehold improvements
|
|
|
29,518 |
|
|
|
29,428 |
|
Production
and other equipment
|
|
|
57,348 |
|
|
|
56,462 |
|
Office
furniture and equipment
|
|
|
7,510 |
|
|
|
7,263 |
|
Construction
in process
|
|
|
3,211 |
|
|
|
1,886 |
|
Total
property, plant and equipment, at cost
|
|
|
99,873 |
|
|
|
97,325 |
|
Accumulated
depreciation and amortization
|
|
|
(60,373 |
) |
|
|
(55,131 |
) |
Net
property, plant and equipment
|
|
$ |
39,500 |
|
|
$ |
42,194 |
|
Construction
in process is generally related to production equipment and information
technology systems not yet placed into service. The amount reported
at September 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 $2.4
million. The Company expects to fully implement its new service
management system in fiscal 2008.
The
Company recorded depreciation expense of $1.7 million in the third quarter of
fiscal 2007 and $1.8 million in the third quarter of fiscal 2006 and $5.2
million in each of the nine months ended September 29, 2007 and September 30,
2006. Under the Company’s financing arrangements (see Note 7), all
property, plant and equipment is pledged as security.
6. INTANGIBLE
ASSETS AND GOODWILL
Intangible
assets consist of patents, intellectual property, license agreements, loan
origination fees and certain identifiable intangible assets resulting from
business combinations, including trade names, customer relationships,
non-compete covenants and software licenses.
PRESSTEK,
INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September
29, 2007
(Unaudited)
The
Company commences amortization of intangible assets at the time the respective
asset has been placed into service. At September 29, 2007 and
December 30, 2006, the Company had recorded $0.6 million and $0.7 million,
respectively, of costs related to patents and intellectual property not yet in
service.
The
components of the Company’s “Intangible assets, net” in the Consolidated Balance
Sheets are as follows (in thousands):
|
|
September
29, 2007
|
|
|
December
30, 2006
|
|
|
|
Cost
|
|
|
Accumulated
amortization
|
|
|
Cost
|
|
|
Accumulated
amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patents
and intellectual property
|
|
$ |
11,125 |
|
|
$ |
7,783 |
|
|
$ |
11,277 |
|
|
$ |
7,206 |
|
Trade
names
|
|
|
2,360 |
|
|
|
2,301 |
|
|
|
2,360 |
|
|
|
1,776 |
|
Customer
relationships
|
|
|
4,583 |
|
|
|
1,891 |
|
|
|
4,583 |
|
|
|
1,443 |
|
Software
licenses
|
|
|
450 |
|
|
|
437 |
|
|
|
450 |
|
|
|
325 |
|
License
agreements
|
|
|
750 |
|
|
|
281 |
|
|
|
750 |
|
|
|
169 |
|
Non-compete
covenants
|
|
|
100 |
|
|
|
63 |
|
|
|
100 |
|
|
|
48 |
|
Loan
origination fees
|
|
|
332 |
|
|
|
194 |
|
|
|
332 |
|
|
|
144 |
|
|
|
$ |
19,700 |
|
|
$ |
12,950 |
|
|
$ |
19,852 |
|
|
$ |
11,111 |
|
The
Company recorded amortization expense for its identifiable intangible assets of
$0.6 million and $0.8 million in the third quarters of fiscal 2007and fiscal
2006, respectively, and $2.0 million and $2.3 million in the nine months ended
September 29, 2007 and September 30, 2006, respectively. Estimated
future amortization expense for the Company’s intangible assets in service at
September 29, 2007, is as follows (in thousands):
Remainder
of fiscal 2007
|
|
$ |
434 |
|
Fiscal
2008
|
|
$ |
1,383 |
|
Fiscal
2009
|
|
$ |
1,243 |
|
Fiscal
2010
|
|
$ |
1,080 |
|
Fiscal
2011
|
|
$ |
819 |
|
Fiscal
2012
|
|
$ |
500 |
|
Thereafter
|
|
$ |
697 |
|
The
carrying amount of goodwill recorded by the Company’s Presstek reporting unit
was $19.8 million at September 29, 2007. Goodwill was reduced in the
third quarter of fiscal 2007 as a result of excess accrued integration costs
related to severance deemed not required.
In
accordance with SFAS No. 142, Goodwill and Other Intangible
Assets, goodwill is tested annually, as of the first business
day of the third quarter, for impairment. The Company’s impairment
review is based on a fair value test. The Company uses its judgment
in assessing whether goodwill 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
goodwill has been impaired. Should the fair value of a reporting
unit, as determined by the Company at any measurement date, fall below the
carrying value of the respective reporting unit’s net assets, an impairment will
be recorded in the period. For the third quarter ending September 29,
2007, there was no impairment recorded. There can be no assurance
that goodwill will not become impaired in future periods.
PRESSTEK,
INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September
29, 2007
(Unaudited)
7. FINANCING
ARRANGEMENTS
The
components of the Company’s “Long-term debt and capital lease obligations, less
current portion” in the Consolidated Balance Sheets at September 29, 2007 and
December 30, 2006 are as follows (in thousands):
|
|
September
29,
2007
|
|
|
December
30,
2006
|
|
|
|
|
|
|
|
|
Term
loan
|
|
$ |
17,250 |
|
|
$ |
22,500 |
|
Line
of credit
|
|
|
21,000 |
|
|
|
15,000 |
|
Capital
lease obligation
|
|
|
48 |
|
|
|
72 |
|
|
|
|
38,298 |
|
|
|
37,572 |
|
Less
current portion
|
|
|
(28,039 |
) |
|
|
(22,037 |
) |
Long-term
debt
|
|
$ |
10,259 |
|
|
$ |
15,535 |
|
The
Company’s Senior Secured Credit Facilities (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.
The
Facilities are available to the Company for working capital requirements,
capital expenditures, business acquisitions and general corporate
purposes.
At
September 29, 2007 and December 30, 2006, the Company had outstanding balances
on the Revolver of $21.0 million and $15.0 million, respectively, with interest
rates of 7.8% and 7.1%, respectively. At September 29, 2007, the
Company also had $6.3 million of outstanding letters of credit, thereby reducing
the amount available under the Revolver to $17.7 million at that
date.
The Term
Loan requires quarterly principal payments of $1.75 million, with a final
settlement of all remaining principal and unpaid interest on November 4,
2009. At September 29, 2007 and December 30, 2006, outstanding
balances under the Term Loan were $17.3 million and $22.5 million, respectively,
with interest rates of 7.9% and 7.1%, respectively.
The
weighted average interest rate on the Company’s short-term borrowings was 7.8%
at September 29, 2007.
Under the
terms of the Revolver and the Term Loan, the Company is required to meet various
financial and non-financial covenants on a quarterly and annual basis, including
maximum funded debt to EBITDA (a non-U.S. GAAP measurement that the Company
defines as earnings before interest, taxes, depreciation, amortization, and
restructuring and other charges), minimum fixed charge coverage and current
ratio covenants. At September 29, 2007, the Company was in compliance
with all financial covenants. Due to delays in reporting financial
statements for the period ended September 29, 2007 to its lenders, the Company
did not meet its non-financial covenant to furnish quarterly financial
statements within 45 days of the period end and the Company received a waiver
for that
PRESSTEK,
INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September
29, 2007
(Unaudited)
requirement
from lenders on January 18, 2008.
On
November 23, 2005, the Company acquired equipment of $0.1 million qualifying for
capital lease treatment. The equipment is reflected in Property,
plant and equipment, net and the current and long-term principal amounts of the
lease obligation are included in current and long-term debt and capital lease
obligations in the Company’s Consolidated Balance Sheets.
The
Company’s Term Loan, Revolver, and capital lease principal repayment commitments
are as follows (in thousands):
Remainder
of fiscal 2007
|
|
$ |
7,007 |
|
Fiscal
2008
|
|
$ |
22,789 |
|
Fiscal
2009
|
|
$ |
8,502 |
|
The
amounts above do not reflect interest payments on any outstanding principal
balances for the Revolver and Term Loan because the interest rates on these
financing arrangements are not fixed.
8. ACCRUED
EXPENSES
The
components of the Company’s “Accrued expenses” in the Consolidated Balance
Sheets at September 29, 2007 and December 30, 2006 are as follows (in
thousands):
|
|
September
29,
2007
|
|
|
December
30,
2006
|
|
|
|
|
|
|
|
|
Accrued
payroll and employee benefits
|
|
$ |
4,568 |
|
|
$ |
5,642 |
|
Accrued
warranty
|
|
|
3,267 |
|
|
|
1,729 |
|
Accrued
integration costs
|
|
|
124 |
|
|
|
511 |
|
Accrued
restructuring
|
|
|
793 |
|
|
|
233 |
|
Accrued
royalties
|
|
|
320 |
|
|
|
276 |
|
Accrued
legal
|
|
|
1,830 |
|
|
|
284 |
|
Accrued
purchase commitments
|
|
|
980 |
|
|
|
- |
|
Accrued
professional fees
|
|
|
1,223 |
|
|
|
306 |
|
Other
|
|
|
2,983 |
|
|
|
1,490 |
|
|
|
$ |
16,088 |
|
|
$ |
10,471 |
|
9. ACCRUED
WARRANTY
Product
warranty activity for the nine months ended September 29, 2007 is as follows (in
thousands):
Balance
at December 30, 2006
|
|
$ |
1,729 |
|
Additional
accruals for warranty
|
|
|
2,854 |
|
Utilization
of accrual for warranty obligations
|
|
|
(1,316 |
) |
Balance
at September 29, 2007
|
|
$ |
3,267 |
|
As
further described in Note 4, the Company increased warranty accruals related to
the Vector TX52 product line by $0.8 million and $0.1 million in the second and
third quarter of fiscal 2007, respectively. In addition,
warranty accruals were increased $0.3 million in the third quarter of fiscal
2007 related to certain refurbished QMDI press
PRESSTEK,
INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September
29, 2007
(Unaudited)
units
($0.2 million) and discontinued products identified as a result of the Company’s
product portfolio review ($0.1 million). The Company’s warranty obligations are
affected by product failure rates and repair or replacement costs incurred in
supporting a product failure. Should actual product repair or
replacement costs differ from the Company’s estimates, increases or decreases to
its warranty accruals would be required.
10. DEFERRED
REVENUE
The
components of the Company’s “Deferred revenue” in the Consolidated Balance
Sheets are as follows (in thousands):
|
|
September
29,
2007
|
|
|
December
30,
2006
|
|
|
|
|
|
|
|
|
Deferred
service revenue
|
|
$ |
7,316 |
|
|
$ |
7,505 |
|
Deferred
product revenue
|
|
|
216 |
|
|
|
396 |
|
|
|
$ |
7,532 |
|
|
$ |
7,901 |
|
11. ACCRUED
INTEGRATION COSTS
In fiscal
2005 and fiscal 2004, the Company recorded integration cost accruals related to
its 2004 ABDick business acquisition. Activity related to these
integration cost accruals for the nine months ended September 29, 2007 are as
follows (in thousands):
|
|
Balance
December
30,
2006
|
|
|
Utilization
|
|
|
Currency
translation
|
|
|
Offset
to Goodwill
|
|
|
Balance
September
29,
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance
and fringe benefits
|
|
$ |
487 |
|
|
$ |
- |
|
|
$ |
12 |
|
|
$ |
(379 |
) |
|
$ |
120 |
|
Lease
termination and other costs
|
|
|
24 |
|
|
|
(20 |
) |
|
|
- |
|
|
|
- |
|
|
|
4 |
|
|
|
$ |
511 |
|
|
$ |
(20 |
) |
|
$ |
12 |
|
|
$ |
(379 |
) |
|
$ |
124 |
|
In the
third and fourth quarters of fiscal 2006, the Company terminated 25 and 22,
respectively, of its ABDick service personnel in North America. As
part of the allocation of the ABDick purchase price, the Company had previously
accrued certain severance costs related to headcount reductions. The
accrual will be utilized as payments are made to these terminated
employees. The Company anticipates that payments for these actions,
as well as the remaining initiatives related to the business acquisition, will
be completed in fiscal 2008. In addition, the Company recorded a reduction of
approximately $379,000 of excess accrued integration costs against goodwill in
the third quarter of 2007. These excess accruals related to severance
that was deemed not required.
12. RESTRUCTURING
AND OTHER CHARGES
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”). 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 $1.0 million to $2.0 million of restructuring charges related to
these projects. All costs relating to these projects are expected to
be incurred by the end of fiscal 2008. During the nine months ended September
29,
PRESSTEK,
INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September
29, 2007
(Unaudited)
2007, the
Company recognized $1.5 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. At December 30, 2006, the restructuring accrual of $0.2
million related to severance programs involving 10 manufacturing and
administrative positions at the Presstek segment.
The
activity for the nine months ended September 29, 2007 related to the Company’s
restructuring accruals is as follows (in thousands):
|
|
Balance
December
30,
2006
|
|
|
Charged
to expense
|
|
|
Utilization
|
|
|
Currency
translation
|
|
|
Recoveries
|
|
|
Balance
September
29,
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance
and fringe benefits
|
|
$ |
233 |
|
|
$ |
1,527 |
|
|
$ |
(956 |
) |
|
$ |
- |
|
|
$ |
(11 |
) |
|
$ |
793 |
|
The
Company anticipates that payments for these actions will be completed in fiscal
2008.
13. STOCK-BASED
COMPENSATION
The
Company has equity incentive plans that are administered by the Compensation and
Stock Plan 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 and other terms of the
awards.
2003
Stock Option Plan
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 and an option to
purchase 25,000 shares is granted to newly elected non-employee directors, all
of which vest over a one year period. Additional grants may be
awarded at the discretion of the Board of Directors or Committee, and on April
7, 2005, effective for fiscal 2005 forward, the Company’s Board of Directors
approved an additional annual grant of 7,500 options to re-elected non-employee
directors. A total of 2,000,000 shares of common stock, subject to
anti-dilution adjustments, have been reserved under the 2003
Plan. For the nine months ended September 29, 2007, 688,333 options
were issued under the 2003 Plan, of which 185,000 were issued in the third
quarter of fiscal 2007. There were 143,333 options issued under the
2003 Plan for the three and nine months ended September 30, 2006.
Employee
Stock Purchase Plan
The
Company’s Employee Stock Purchase Plan (“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. The Company issued 49,743 shares of common stock under
its ESPP for the nine months ended September 29, 2007, of which 16,792 were
issued in the third quarter of fiscal 2007. The Company issued
40,796 shares of
PRESSTEK,
INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September
29, 2007
(Unaudited)
common
stock under its ESPP for the nine months ended September 30, 2006, of which
20,385 were issued in the third quarter of fiscal 2006.
Restricted
Stock and Non-plan Stock Options
In the
second quarter of 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 the holding period
provisions as defined in Rule 144 of the U.S. Securities and Exchange Commission
(“Rule 144”). The stock options granted under the stock option
agreement provide for vesting of 200,000 options on May 10, 2007, 200,000
options to vest over the period May 10, 2007 to January 1, 2008, and the
remaining 600,000 options to vest at a rate of 200,000 per annum over the period
January 1, 2009 to January 1, 2011, subject to service conditions
only.
Stock-Based
Compensation
Effective
January 1, 2006, the Company adopted the fair value recognition provisions
of SFAS No. 123R, 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.
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 Income. Stock based
compensation expense for the three and nine months ended September 29, 2007 and
September 30, 2006 is as follows (in thousands):
|
|
Three
months ended
|
|
|
Nine
months ended
|
|
Stock option plan
|
|
September
29, 2007
|
|
|
September
30, 2006
|
|
|
September
29, 2007
|
|
|
September
30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003
Plan
|
|
$ |
420 |
|
|
$ |
130 |
|
|
$ |
1,061 |
|
|
$ |
130 |
|
ESPP
|
|
|
16 |
|
|
|
16 |
|
|
|
60 |
|
|
|
77 |
|
Restricted
Stock
|
|
|
-- |
|
|
|
-- |
|
|
|
1,500 |
|
|
|
-- |
|
Non-plan,
non-qualified
|
|
|
213 |
|
|
|
-- |
|
|
|
826 |
|
|
|
-- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
649 |
|
|
$ |
146 |
|
|
$ |
3,447 |
|
|
$ |
207 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
September 29, 2007, there was $3.5 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 2.46
years.
PRESSTEK,
INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September
29, 2007
(Unaudited)
Valuation
Assumptions
2003
Plan Options
The fair
value of the options to purchase shares of common stock granted in the third
quarter and nine months ended September 29, 2007 under the 2003 Plan was
estimated on the respective grant dates using the Black-Scholes valuation model
with the following assumptions:
|
|
Three
months ended
|
|
|
Nine
months ended
|
|
|
|
September
29, 2007
|
|
|
September
30, 2006
|
|
|
September
29, 2007
|
|
|
September
30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk-free
interest rate
|
|
|
4.2 |
% |
|
|
5.1 |
% |
|
|
4.5 |
% |
|
|
5.1 |
% |
Volatility
|
|
|
60.97 |
% |
|
|
57.2 |
% |
|
|
60.97 |
% |
|
|
57.2 |
% |
Expected
life (in years)
|
|
|
5.56 |
|
|
|
4.5 |
|
|
|
5.56 |
|
|
|
4.5 |
|
Dividend
yield
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
Based on
the above assumptions, the weighted average fair value of each option to
purchase a share of the Company’s common stock granted in the third quarter and
nine months ended September 29, 2007 under the 2003 Plan was $4.22 and $3.77,
respectively.
ESPP
Rights
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:
|
|
Three
months ended
|
|
|
Nine
months ended
|
|
|
|
September
29, 2007
|
|
|
September
30, 2006
|
|
|
September
29, 2007
|
|
|
September
30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk-free
interest rate
|
|
|
3.8 |
% |
|
|
4.8 |
% |
|
|
4.4 |
% |
|
|
4.7 |
% |
Volatility
|
|
|
57.9 |
% |
|
|
53.3 |
% |
|
|
50.5 |
% |
|
|
53.2 |
% |
Expected
life (in years)
|
|
|
.25 |
|
|
|
.25 |
|
|
|
.25 |
|
|
|
.25 |
|
Dividend
yield
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
Based on
the above assumptions, the fair values of each stock purchase right under the
Company’s ESPP for the third quarter and nine months ended September 29, 2007
was $1.27 and $1.41, respectively.
Restricted
Stock Award
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
PRESSTEK,
INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September
29, 2007
(Unaudited)
shares. A
discount rate of 17.2% was estimated using a Black-Scholes put option model with
the following assumptions:
|
|
Three
months ended
|
|
|
Nine
months ended
|
|
|
|
September
29, 2007
|
|
|
September
29, 2007
|
|
|
|
|
|
|
|
|
Risk-free
interest rate
|
|
|
-- |
|
|
|
4.9 |
% |
Volatility
|
|
|
-- |
|
|
|
50.0 |
% |
Expected
life (in years)
|
|
|
-- |
|
|
|
1.0 |
|
Dividend
yield
|
|
|
-- |
|
|
|
-- |
|
Non-Plan
Stock Options
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:
|
|
Three
months ended
|
|
|
Nine
months ended
|
|
|
|
September
29, 2007
|
|
|
September
29, 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 nine months ended September 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.
Expected
volatilities are based on historical volatilities of Presstek’s common
stock. The expected life represents an estimate of the period of time
that options granted are expected to be outstanding giving consideration to
vesting schedules, contractual life, historical exercise and cancellation rates,
and in the case of the ESPP, the purchase period. The risk-free rate
is based on the U.S. Government T-Bill rate for the period corresponding to the
expected life of the options or ESPP purchase period.
PRESSTEK,
INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September
29, 2007
(Unaudited)
Stock
Option Activity
Stock
option activity for the nine months ended September 29, 2007 is summarized as
follows:
|
|
Shares
|
|
|
Weighted
average
exercise
price
|
|
|
Weighted
average remaining contractual life (years)
|
|
Aggregate
intrinsic value
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
at December 30, 2006
|
|
|
2,956,350 |
|
|
$ |
9.01 |
|
|
|
|
|
Granted
|
|
|
1,688,333 |
|
|
$ |
6.26 |
|
|
|
|
|
Exercised
|
|
|
(536,950 |
) |
|
$ |
5.23 |
|
|
|
|
|
Canceled/expired
|
|
|
(446,333 |
) |
|
$ |
8.38 |
|
|
|
|
|
Outstanding
at September 29, 2007
|
|
|
3,661,400 |
|
|
$ |
8.37 |
|
|
|
6.18 |
|
$
0.5 million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable
at September 29, 2007
|
|
|
2,230,150 |
|
|
$ |
9.71 |
|
|
|
5.03 |
|
$
0.3 million
|
During
the three and nine months ended September 29, 2007, the total intrinsic value of
stock options exercised was approximately $15,000 and $0.8 million,
respectively. The total intrinsic value of stock options exercised
during the three and nine months ended September 30, 2006 was $24,000 and $1.0
million, respectively.
14. INTEREST
AND OTHER INCOME (EXPENSE)
The
components of “Interest and other income (expense), net”, in the Company’s
Consolidated Statements of Income are as follows (in thousands):
|
|
Three
months ended
|
|
|
Nine
months ended
|
|
|
|
September
29,
2007
|
|
|
September
30,
2006
|
|
|
September
29,
2007
|
|
|
September
30,
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
$ |
23 |
|
|
$ |
30 |
|
|
$ |
64 |
|
|
$ |
73 |
|
Interest
expense
|
|
|
(780 |
) |
|
|
(674 |
) |
|
|
(2,417 |
) |
|
|
(1,704 |
) |
Other
income (expense), net
|
|
|
171 |
|
|
|
548 |
|
|
|
(123 |
) |
|
|
367 |
|
|
|
$ |
(586 |
) |
|
$ |
(96 |
) |
|
$ |
(2,476 |
) |
|
$ |
(1,264 |
) |
The
amounts reported as “Other income (expense), net”, include gains on foreign
currency transactions of $0.3 million and $0.2 million for each of the three
months ended September 29, 2007 and September 30, 2006 and gains of $29,000 and
$0.1 million for each of the nine months ended September 29, 2007 and September
30, 2006. Additionally, during 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 which is included in “Other income (expense),
net”.
15.
INCOME TAXES
The
Company provides for income taxes at the end of each interim period based on the
estimated effective tax rate for the full fiscal year. Cumulative
adjustments to the tax provision are recorded in the interim period in which a
change in the estimated annual effective rate is determined.
PRESSTEK,
INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September
29, 2007
(Unaudited)
The
Company’s effective tax rate for continuing operations was 31.3 % for the nine
months ended September 29, 2007 and 18.3% for the nine months ended September
30, 2006. The Company’s effective tax rate differs from the U.S. federal
statutory rate of 35% due to nondeductible officer compensation and U.S. tax on
deemed foreign subsidiaries’ dividends.
Effective
December 31, 2006, the Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes (“FIN 48”). FIN 48 prescribes a more-likely-than-not threshold for
financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. This interpretation also provides guidance
on de-recognition of income tax assets and liabilities, classification of
current and deferred income tax assets and liabilities, accounting for interest
and penalties associated with tax positions, accounting for income taxes in
interim periods and income tax disclosures. There was no cumulative
impact of adopting FIN 48 charged or credited to the opening balance of retained
earnings.
The
Company conducts business in the United States, the United Kingdom and Canada,
and files tax returns in these jurisdictions. In the normal course of
business, we are subject to examination by these taxing
authorities. As of
September
29, 2007, the years subject to examination by taxing authorities is 1995 through
2006 for the United States, and 2004 through 2006 for the United Kingdom and
Canada. While we believe we have adequately provided for all tax
positions, amounts asserted by taxing authorities could be greater than our
accrued position. Accordingly, additional provisions on U.S. and foreign
tax-related matters could be recorded in the future as revised estimates are
made or the underlying matters are settled or otherwise resolved.
As of
December 30, 2006 the total amount of unrecognized tax benefits was $1.8 million
of which $1.1 million would affect the effective tax rate if recognized. The
amount of unrecognized tax benefits increased by $0.3 million for the nine
months ended September 29, 2007. The unrecognized tax benefits are
comprised of the aggregate tax effect of differences between tax return
positions and the benefits recognized in our financial statements. We
recognize interest and penalties on tax deficiencies as a component of tax
expense. As of December 30, 2006 and September 29, 2007 there were no accrued
interest or penalties associated with unrecognized tax benefits.
16. COMPREHENSIVE
INCOME (LOSS)
Comprehensive
income (loss) is comprised of net income (loss), and all changes in equity of
the Company during
the
period from non-owner sources. These changes in equity are recorded
as adjustments to Accumulated other comprehensive income in the Company’s
Consolidated Balance Sheets. The primary component of Accumulated
other comprehensive income is unrealized gains or losses on foreign currency
translation. The components of comprehensive income (loss) are as
follows (in thousands):
|
|
Three
months ended
|
|
|
Nine
months ended
|
|
|
|
September
29,
2007
|
|
|
September
30,
2006
|
|
|
September
29,
2007
|
|
|
September
30,
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
$ |
(3,616 |
) |
|
$ |
(423 |
) |
|
$ |
(9,424 |
) |
|
$ |
5,047 |
|
Changes
in accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
foreign currency translation gains
|
|
|
594 |
|
|
|
47 |
|
|
|
865 |
|
|
|
365 |
|
Comprehensive
income (loss)
|
|
$ |
(3,022 |
) |
|
$ |
(376 |
) |
|
$ |
(8,559 |
) |
|
$ |
5,412 |
|
PRESSTEK,
INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September
29, 2007
(Unaudited)
17. SEGMENT
AND GEOGRAPHIC INFORMATION
The
Company 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
worldwide. The Company’s operations are currently organized into two
segments: (i) Presstek and (ii) Lasertel. Segment operating results
are based on the current organizational structure reviewed by the Company’s
management to evaluate the results of each business. A description of
the types of products and services provided by each segment
follows.
·
|
Presstek 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.
|
·
|
Lasertel manufactures
and develops high-powered laser diodes and related laser products for
Presstek and for sale to external
customers.
|
Selected
operating results for each segment are as follows (in thousands):
|
|
Three
months ended
|
|
|
Nine
months ended
|
|
|
|
September
29, 2007
|
|
|
September
30,
2006
|
|
|
September
29, 2007
|
|
|
September
30,
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
Presstek
|
|
$ |
57,661 |
|
|
$ |
59,612 |
|
|
$ |
187,690 |
|
|
$ |
194,745 |
|
Lasertel
|
|
|
2,782 |
|
|
|
3,187 |
|
|
|
9,141 |
|
|
|
8,446 |
|
Total
revenue, including intersegment
|
|
|
60,443 |
|
|
|
62,799 |
|
|
|
196,831 |
|
|
|
203,191 |
|
Intersegment
revenue
|
|
|
(831 |
) |
|
|
(1,380 |
) |
|
|
(3,316 |
) |
|
|
(3,562 |
) |
|
|
$ |
59,612 |
|
|
$ |
61,419 |
|
|
$ |
193,515 |
|
|
$ |
199,629 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
from external customers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Presstek
|
|
$ |
57,661 |
|
|
$ |
59,612 |
|
|
$ |
187,690 |
|
|
$ |
194,745 |
|
Lasertel
|
|
|
1,951 |
|
|
|
1,807 |
|
|
|
5,825 |
|
|
|
4,884 |
|
|
|
$ |
59,612 |
|
|
$ |
61,419 |
|
|
$ |
193,515 |
|
|
$ |
199,629 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Presstek
|
|
$ |
(5,134 |
) |
|
$ |
417 |
|
|
$ |
(10,125 |
) |
|
$ |
9,166 |
|
Lasertel
|
|
|
(1,230 |
) |
|
|
(137 |
) |
|
|
(1,012 |
) |
|
|
(1,148 |
) |
|
|
$ |
(6,364 |
) |
|
$ |
280 |
|
|
$ |
(11,137 |
) |
|
$ |
8,018 |
|
Intersegment
revenues and costs are eliminated from each segment prior to review of segment
results by the Company’s management. Accordingly, the amounts of
intersegment revenues and expenses allocable to each individual segment have
been excluded from the table above, except where otherwise
indicated.
PRESSTEK,
INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September
29, 2007
(Unaudited)
Asset
information for the Company’s segments as of September 29, 2007 and December 30,
2006 is as follows (in thousands):
|
|
September
29,
2007
|
|
|
December
30,
2006
|
|
|
|
|
|
|
|
|
Presstek
|
|
$ |
180,409 |
|
|
$ |
184,510 |
|
Lasertel
|
|
|
13,407 |
|
|
|
13,504 |
|
|
|
$ |
193,816 |
|
|
$ |
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):
|
|
Three
months ended
|
|
|
Nine
months ended
|
|
|
|
September
29,
2007
|
|
|
September
30,
2006
|
|
|
September
29,
2007
|
|
|
September
30,
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United
States
|
|
$ |
37,973 |
|
|
$ |
39,656 |
|
|
$ |
116,710 |
|
|
$ |
129,131 |
|
United
Kingdom
|
|
|
4,770 |
|
|
|
6,762 |
|
|
|
21,825 |
|
|
|
23,306 |
|
Canada
|
|
|
3,426 |
|
|
|
3,525 |
|
|
|
10,988 |
|
|
|
11,329 |
|
Germany
|
|
|
979 |
|
|
|
1,414 |
|
|
|
4,638 |
|
|
|
6,759 |
|
Japan
|
|
|
1,122 |
|
|
|
1,487 |
|
|
|
4,730 |
|
|
|
5,001 |
|
All
other
|
|
|
11,342 |
|
|
|
8,575 |
|
|
|
34,624 |
|
|
|
24,103 |
|
|
|
$ |
59,612 |
|
|
$ |
61,419 |
|
|
$ |
193,515 |
|
|
$ |
199,629 |
|
The
Company’s long-lived assets by geographic area are as follows (in
thousands):
|
|
September
29,
2007
|
|
|
December
30,
2006
|
|
|
|
|
|
|
|
|
United
States
|
|
$ |
77,936 |
|
|
$ |
78,077 |
|
United
Kingdom
|
|
|
706 |
|
|
|
894 |
|
Canada
|
|
|
257 |
|
|
|
303 |
|
|
|
$ |
78,899 |
|
|
$ |
79,274 |
|
18. MAJOR
CUSTOMERS
The
Company did not have any customer that accounted for more than 10% of revenues
in the third quarter and nine months ended September 29, 2007 or September 30,
2006, or any customer that accounted for more than 10% of outstanding accounts
receivable at September 29, 2007 or December 30, 2006.
PRESSTEK,
INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September
29, 2007
(Unaudited)
19. 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 $0.2
million and $0.7 million for the third quarter and nine months ended September
29, 2007, respectively, and $1.0 million and $2.4 million for the third quarter
and nine months ended September 30, 2006, respectively.
20. COMMITMENTS
AND CONTINGENCIES
Commitments &
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 the
Company 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. Digital plate manufacturing was restarted on November 6,
2006. On December 28, 2006, the Company’s production in South Hadley,
Massachusetts of Precision-branded analog plates used in newspaper applications
was discontinued. In April and May of fiscal 2007, the Company
executed consent orders and settlement arrangements with the U.S. Department of
Labor - Occupational Safety and Health Administration (OSHA) and the
Massachusetts Department of Environmental Protection,
respectively. Under these arrangements, the Company agreed to
corrective action to ensure compliance with all applicable environmental
regulations in the future. Expenses associated with and amounts
accrued for this incident as of September 29, 2007 are reflected in the
financial results of discontinued operations (Note 2). It is possible
that costs in excess of amounts accrued may be incurred.
The
Company has change of control agreements with certain of its senior management
employees that provide them with benefits should their employment with the
Company be terminated other than for cause, as a result of 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
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 9.9% or less of the amount
outstanding. The maximum amount for which the Company may be liable
to the financial institution for the shortfall payment was approximately $1.1
million at September 29, 2007.
Litigation
In
October 2006 the Company, together with two of its former executive officers,
were named as defendants in a purported securities class action suit filed in
the United States District Court for the District of New Hampshire in October
2006. The suit claims to be brought on behalf of purchasers of the
Company’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. The Company and the individual
defendants filed a motion to dismiss the complaint, and this motion has been
denied. The case is in its preliminary pre-trial stage.
PRESSTEK,
INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
September
29, 2007
(Unaudited)
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 finding of the Arbitrator. The Company
believes that it has meritorious defenses to Reda’s damages claim and has
vigorously contested the claim.
The
Company is party to other claims and litigation that it considers routine and
incidental to its business. The Company does not expect the results of any of
these actions to have a material adverse effect on its business, results of
operations, or financial condition.
Regulatory
Matters
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.
On
November 16, 2007, the Company received a NASDAQ Staff Determination notifying
the Company that, as a result of its delayed filing of its Quarterly Report on
Form 10-Q for the quarter ended September 29, 2007, the Company was not in
compliance with the filing requirements for continued listing as set forth under
Marketplace Rule 4310(c)(14) and therefore subject to delisting from the NASDAQ
Global Select Market. The Company requested and subsequently attended
a hearing before the NASDAQ Listing Qualification Panel (the “Panel”), which was
held on January 10, 2008, to appeal the Staff Determination and present a plan
to regain compliance. The Panel has yet to render its decision,
however, with the filing of this Quarterly Report on Form 10-Q, the Company
believes that it has remedied its non-compliance with Marketplace Rule
4310(c)(14) and is no longer subject to delisting.
Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations
The
following discussion of our financial condition and results of operations should
be read in conjunction with our consolidated financial statements and related
notes thereto included elsewhere in this Quarterly Report on Form
10-Q. This discussion contains forward-looking statements, which
involve risks and uncertainties. Our actual results could differ
materially from those anticipated in these forward-looking statements for many
reasons, including the risks described below under the heading “Information
Concerning Forward Looking Statements” and in “Part I, Item 1A, Risk Factors” of
our Annual Report on Form 10-K for the year ended December 30, 2006, as filed
with the SEC on April 25, 2007.
Overview
The
Company is a provider of high-technology, digital-based printing solutions to
the commercial print segment of the graphics communications
industry. The Company designs, manufactures and distributes
proprietary and non-proprietary solutions aimed at serving the needs of a wide
range of print service providers. Our proprietary digital imaging and
advanced technology consumables offer business solutions for commercial printing
focusing on short-run, high quality color applications.
Presstek’s
business model is a capital equipment and consumables model. In this
model, over fifty percent of our revenue is recurring revenue. Our
model is designed so that each placement of either a direct-to-press or a
computer-to-plate (“CtP”) system generally results in recurring aftermarket
revenue for consumables and service.
Through
our various operations, we:
·
|
provide
digital print solutions through the development and manufacture of digital
laser imaging equipment and chemistry-free printing plates, which we call
consumables, for commercial and in-plant print providers targeting the
market for high quality, fast turnaround short-run color
printing;
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·
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deliver
Presstek digital solutions and solutions from other manufacturing partners
through our direct sales and service force and through distribution
partners;
|
·
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manufacture
semiconductor solid state laser diodes for Presstek imaging applications
and for use in external applications;
and
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·
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manufacture
and distribute printing plates for conventional print
applications.
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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 the analog consumables are manufactured by
either us or our strategic partners.
Our
operations are currently organized into two segments: (i) Presstek and (ii)
Lasertel. Segment operating results are based on the current
organizational structure reviewed by our management to evaluate the results of
each business. A description of the types of products and services
provided by each business segment follows.
·
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Presstek is primarily
engaged in the development, manufacture, sale and servicing of our
business solutions using patented digital imaging systems and patented
printing plate technologies. We also provide traditional,
analog systems and related equipment and supplies for the graphic arts and
printing industries.
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·
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Lasertel manufactures
and develops high-powered laser diodes and related laser products 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, and to a lesser extent imaging kits
complete with optical assemblies and software, and spare parts, 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 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.
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 13-week and 39-week periods
ended September 29, 2007, which we refer to as the third quarter and nine months
ended September 29, 2007 or the three and nine months ended September 29, 2007,
and the 13-week and 39-week periods ended September 30, 2006, which we refer to
as the third quarter and nine months ended September 30, 2006 or the three and
nine months ended September 30, 2006.
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 caused 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.
Information
Concerning Forward Looking Statements
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. 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. Forward-looking
statements can be identified by the use of words such as “believe,” “expect,”
“plans,” “strategy,” “prospects,” “estimate,” “project,” “anticipate,” “intends”
and other words of similar meaning in connection with a discussion of future
operating or financial performance. Many important factors could cause actual
results to differ materially from management’s expectations,
including:
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•
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market
acceptance of and demand for our products and resulting
revenues;
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|
|
•
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|
our
ability to meet our stated financial objectives;
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•
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our
dependency on our strategic partners, both on manufacturing and
distribution;
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|
|
•
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the
introduction of competitive products into the
marketplace;
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|
|
•
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shortages
of critical or sole-source component supplies;
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|
•
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the
availability and quality of Lasertel’s laser diodes;
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|
|
|
•
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|
the
performance and market acceptance of our recently-introduced products, and
our ability to invest in new product development;
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|
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•
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manufacturing
constraints or difficulties (as well as manufacturing difficulties
experienced by our sub-manufacturing partners and their capacity
constraints);
|
|
|
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•
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|
restructuring
and related charges might exceed our expectations due to, among other
reasons, greater than anticipated headcount reductions, inventory
consolidation, or contract terminations or greater than anticipated
implementation costs;
|
|
|
|
•
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the
impact of recent accounting pronouncement promulgated by the FASB might
vary from our expectations, or the FASB or other accounting standard
setting agencies may adopt new accounting
pronouncements;
|
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•
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the
outcome of legal proceedings and other contingencies might vary from our
expectations;
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•
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Transactions
or other events may affect the need for, timing and extent of the
Company’s capital expenditures; and
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•
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the
impact of general market factors in the print industry generally and the
economy as a whole, including the potential effects of
inflation.
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The
Company undertakes no obligation not required by applicable law or regulation to
update any forward-looking statements contained in this Quarterly Report on Form
10-Q.
RESULTS
OF OPERATIONS
Results
of operations in dollars and as a percentage of revenue were as follows (in
thousands of dollars):
|
Three
months ended
|
Nine
months ended
|
|
September 29, 2007
|
September 30, 2006
|
September 29, 2007
|
September 30, 2006
|
|
|
%
of
revenue
|
|
%
of
revenue
|
|
%
of
revenue
|
|
%
of
revenue
|
Revenue
|
|
|
|
|
|
|
|
|
Product
|
$
50,124
|
84.1
|
$50,578
|
82.3
|
$164,239
|
84.9
|
$164,924
|
82.6
|
Service
and parts
|
9,488
|
15.9
|
10,841
|
17.7
|
29,276
|
15.1
|
34,705
|
17.4
|
Total
revenue
|
59,612
|
100.0
|
61,419
|
100.0
|
193,515
|
100.0
|
199,629
|
100.0
|
|
|
|
|
|
|
|
|
|
Cost
of revenue
|
|
|
|
|
|
|
|
|
Product
|
36,759
|
61.7
|
35,280
|
57.4
|
117,086
|
60.5
|
114,962
|
57.6
|
Service
and parts
|
8,097
|
13.5
|
8,095
|
13.2
|
24,568
|
12.7
|
25,074
|
12.6
|
Total
cost of revenue
|
44,856
|
75.2
|
43,375
|
70.6
|
141,654
|
73.2
|
140,036
|
70.2
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
14,756
|
24.8
|
18,044
|
29.4
|
51,861
|
26.8
|
59,593
|
29.8
|
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
|
|
|
|
|
|
Research
and development
|
1,492
|
2.5
|
1,660
|
2.7
|
4,746
|
2.4
|
4,885
|
2.4
|
Sales,
marketing and customer support
|
9,503
|
15.9
|
9,920
|
16.2
|
30,319
|
15.7
|
29,824
|
14.9
|
General
and administrative
|
9,150
|
15.3
|
5,585
|
9.0
|
24,407
|
12.6
|
14,738
|
7.4
|
Amortization
of intangible assets
|
577
|
1.0
|
807
|
1.3
|
1,999
|
1.0
|
2,336
|
1.2
|
Restructuring
and other charges
|
398
|
0.7
|
(208)
|
(0.3)
|
1,527
|
0.8
|
(208)
|
(0.1)
|
Total
operating expenses
|
21,120
|
35.4
|
17,764
|
28.9
|
62,998
|
32.5
|
51,575
|
25.8
|
|
|
|
|
|
|
|
|
|
Operating
income (loss)
|
(6,364)
|
(10.6)
|
280
|
0.5
|
(11,137)
|
(5.7)
|
8,018
|
4.0
|
|
|
|
|
|
|
|
|
|
Interest
and other income (expense), net
|
(586)
|
(1.0)
|
(96)
|
(0.2)
|
(2,476)
|
(1.3)
|
(1,264)
|
(0.6)
|
Income
(loss) before income taxes
|
(6,950)
|
(11.6)
|
184
|
0.3
|
(13,613)
|
(7.0)
|
6,754
|
3.4
|
Provision
(benefit) for income taxes
|
(3,324)
|
(5.5)
|
224
|
0.4
|
(4,267)
|
(2.2)
|
1,237
|
0.6
|
|
|
|
|
|
|
|
|
|
Income
(loss) from continuing operations
|
(3,626)
|
(6.1)
|
(40)
|
(0.1)
|
(9,346)
|
(4.8)
|
5,517
|
2.8
|
Income
(loss) from discontinued operations, net of tax
|
10
|
0.0
|
(383)
|
(0.6)
|
(78)
|
(0.1)
|
(470)
|
(0.2)
|
Net
income (loss)
|
$
(3,616)
|
(6.1)
|
$(423)
|
(0.7)
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$
(9,424)
|
(4.9)
|
$5,047
|
2.6
|
Three and nine months ended
September 29, 2007 compared to three and nine months ended September 30,
2006
Revenue
Consolidated
revenues were $59.6 million and $193.5 million in the third quarter and first
nine months of fiscal 2007, respectively, compared to $61.4 million and $199.6
million in the comparable prior year periods. As a result of the Company’s third
quarter review of European business and revenue recognition practices, certain
revenue transactions totaling $1.5 million were identified that were incorrectly
recorded in prior quarters. 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 in the third quarter of
2007. Excluding this revenue adjustment in the third quarter of
fiscal 2007, revenues for the period were essentially unchanged from the
comparable prior year period. The decline in revenues on a
year-to-date basis was primarily the result of declining sales of Presstek’s
“traditional” portfolio of products, partially offset by increased sales of 52DI
presses, DI plates, and chemistry-free CtP plates.
Presstek
segment equipment revenues were $18.0 million and $67.5 million in the third
quarter and first nine months of 2007, respectively, a decrease of $1.0 million,
or 5.2%, and an increase of $0.6 million, or 0.9%, from the comparable prior
year periods. Presstek branded DI press revenues of $13.1 and $47.2
million in the third quarter and first nine months of fiscal 2007, respectively,
represented increases of $1.7 million, or 15.3%, and $12.4 million, or 35.6%,
compared to the same periods in 2006. Strong marketplace demand
for the 52DI press, which was introduced in the third quarter of 2006, continued
with unit sales reaching 11 and 44 in the third quarter and first nine months of
fiscal 2007, respectively. Partially offsetting DI equipment revenue
increases were lower sales of CtP and analog equipment. Revenues from
CtP equipment decreased modestly to $3.5 million in the third quarter of 2007
from $3.6 million in the comparable prior year period, but declined on a
year-to-date basis from $16.8 million in the first nine months of fiscal 2006 to
$12.5 million in the first nine months of fiscal 2007. Year-to-date
sales of Digital Plate Makers (“DPM”) platesetters declined from $4.0 million in
2006 to $2.3 million in 2007 due largely to continued sales and marketing
emphasis on higher margin DI equipment units. Sales of the Vector
TX52 increased to $1.2 million in the third quarter of fiscal 2007 from $0.3
million in the comparable prior year period. Analog equipment
revenues of $2.5 million and $9.4 million in the third quarter and first nine
months of fiscal 2007, respectively, decreased from $3.7 million and $13.2
million in the comparable prior year periods. Lower analog equipment
revenues reflect the ongoing transition of our customer base from analog to
digital technologies. Overall sales of Presstek’s “growth portfolio”
of equipment products, defined as Presstek branded DI presses, DI kits, and CtP
platesetters, increased by 12.4%, or $1.8 million, and 19.6%, or $9.6 million,
in the third quarter and first nine months of fiscal 2007, respectively,
compared to the same prior year periods, due primarily to strong demand for the
52DI press. Overall, digital equipment revenue as a percentage of
total equipment revenue increased to 90.2% in the third quarter and 89.5% in the
first nine months of fiscal 2007, respectively, compared to 86.3% and 83.9% in
the comparable prior year periods.
Revenue
for the Lasertel segment, including intercompany revenue, was $2.8 million and
$9.1 million in the third quarter and first nine months of fiscal 2007,
respectively, and reflects a decrease of $0.4 million, or 12.7%, in the third
quarter of fiscal 2007, and an increase of $0.7 million, or 8.2%, for the first
nine months of fiscal 2007 compared to the same prior year
periods. The decline in revenue in the third quarter period relates
to a decrease in intercompany sales to the Presstek segment due in part to a
shutdown in production required to complete a physical inventory, as well as
lower demand for CtP products. The favorable revenue increase in the
nine month period is principally the result of increased sales of laser diode
array products to external customers, which more than offset lower sales to the
Presstek segment.
Consumables
product revenues increased modestly from $29.7 million in the third quarter of
fiscal 2006 to $30.2 million in the third quarter of fiscal 2007, but decreased
from $93.1 million to $90.9 million in the first nine months of fiscal 2007
compared to the first nine months of fiscal 2006. The increase in the
third quarter of fiscal 2007 is primarily the result of higher DI plate sales
resulting from the growing base of installed DI presses. The decline
in the nine month period resulted from the anticipated slowdown of certain
products in Presstek’s “traditional” product line, including QMDI plates and
conventional consumables, and was consistent with industry
trends. QMDI plates declined from $18.4 million in the first nine
months of fiscal 2006 to $15.1 million in the first nine months of fiscal 2007,
a decrease of 18.0%.
Sales of
conventional consumables declined from $31.4 million in the first nine months of
fiscal 2006 to $27.1 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 $7.8 million and $22.6 million in the third quarter and first nine months
of fiscal 2006, respectively, to $9.6 million and $27.8 million, or 22.5% and
22.7%, in the comparable 2007 periods.
Service
and parts revenues of $9.5 million and $29.3 million in the third quarter and
first nine months of fiscal 2007, respectively, reflect decreases of $1.4
million, or 12.5%, and $5.4 million or 15.6%, from the comparable prior year
periods. The decrease reflects 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 $44.9 million and $141.7 million in the third quarter and
first nine months of fiscal 2007, respectively, reflecting increases of $1.5
million, or 3.4%, and $1.6 million, or 1.2%, compared to the same prior year
periods. Cost of revenue for the third quarter and first nine months
of fiscal 2007 includes $3.5 million and $6.8 million, respectively, of charges
related to excess and obsolete inventory, field service inventory, warranty,
accrued purchase commitments related to product portfolio changes, planned
changes for the Vector TX52 product line and physical inventory
results. Service and parts cost of revenue for the third quarter and
first nine months of fiscal 2007 includes a charge of $0.3 million and $1.1
million, respectively, 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 $36.8 million and $117.1 million in
the third quarter and first nine months of fiscal 2007.
Cost of
product in the Presstek segment was $34.5 million and $112.7 million in the
third quarter and first nine months of fiscal 2007, respectively, compared to
$34.0 million and $111.2 million in the same prior year periods.
In the
third quarter of fiscal 2007, the Company recorded inventory-related charges of
$2.8 million, consisting of $2.2 million for the write-off of excess and
obsolete inventory, $0.4 million of warranty-related expenses and $0.2 million
of accrued liabilities in non-cancelable inventory purchase
commitments. Excess and obsolete inventory charges for the third
quarter of fiscal 2007 included $1.1 million in excess associated with specific
changes to the future product portfolio, a change in estimate of $0.7 million
arising from revised methodology in identifying excess and obsolete inventory
and $0.4 million related to product reviews. Excess and obsolete
inventory and warranty charges for the third quarter of fiscal 2006 were $0.3
million and $1.2 million, respectively, related principally to reliability
issues associated with the Vector TX52 product line.
The
year-to-date increases result primarily from the above inventory-related charges
from the third quarter of fiscal 2007, together with $2.5 million of charges in
the second quarter of fiscal 2007 for warranty, accrued purchase commitments and
excess and obsolete inventory write-down related to the Vector TX52 product
line. These charges were partially offset by favorable product mix
and production efficiencies.
Cost of
revenue in the Lasertel segment, including intercompany, was $3.3 million and
$8.1 million in the third quarter and first nine months of fiscal 2007,
respectively, compared to $2.9 million and $7.7 million in the comparable prior
year periods. In the third quarter of fiscal 2007, the company
recorded excess and obsolete inventory charges of $0.2 million and $0.1 million
related to physical inventory losses. The segment also experienced
increased costs due to unfavorable product mix on third party
revenues.
Cost of
service, including the charge of $0.3 million and $1.1 million for field service
parts inventory recorded in the third quarter and first nine months of fiscal
2007, was $8.1 million and $24.6 million in the third quarter and first nine
months of fiscal 2007, respectively, compared to $8.1 million and $25.1 million
in the same prior year periods. 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 termination of
service personnel 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 24.8% and 26.8% in the third
quarter and first nine months of fiscal 2007, respectively, compared to 29.4%
and 29.9% in the comparable prior year periods. Gross margins in the
third quarter and first nine months of fiscal 2007 were negatively impacted by
excess and obsolete inventory and warranty charges related to product portfolio
changes and field service parts inventory charges.
Gross
profit as a percentage of product revenue was 26.7% and 28.7% in the third
quarter and first nine months of fiscal 2007, respectively, compared to 30.2%
and 30.3% in the comparable prior year periods. Gross margins in the
third quarter and first nine months of fiscal 2007 were negatively impacted by
excess and obsolete inventory and warranty charges related principally to
product portfolio changes and field service parts inventory
charges. Gross margin as a percentage of overall product sales in
2007 was favorably impacted by a higher mix of DI revenues, which are
predominately higher margin products than our CtP and traditional lines of
business.
Gross
margin as a percentage of service revenue was 14.7% and 16.1% in the third
quarter and first nine months of fiscal 2007, respectively, compared to 25.3%
and 27.7% in the same prior year periods. Service margins in the
third quarter and first nine months of fiscal 2007 were negatively impacted by
charges for losses on field service parts inventory, $0.3 million and $1.1
million, respectively. Lower service margins also reflect the
declining analog contract revenue base, which more than offset cost savings
resulting from the 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 $1.5 million and $4.7 million in the third
quarter and first nine months of fiscal 2007, respectively, were essentially
unchanged from $1.7 million and $4.9 million in the comparable prior year
periods.
Research
and development expenses for the Presstek segment were $1.2 million and $3.8
million in the third quarter and first nine months of fiscal 2007, respectively,
compared to $1.3 million and $4.1 million in the comparable prior year
periods. The decrease was due primarily to lower payroll related
expenses due to personnel turnover.
Research
and development expenses for the Lasertel segment were $0.3 million in both the
third quarter of fiscal 2007 and fiscal 2006, and $1.0 million in the first nine
months of fiscal 2007 compared to $0.8 million in the same prior year
period. The increased expense in the first nine months of fiscal 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 $9.5 million in the third
quarter of 2007 decreased by $0.4 million, or 4.2%, from the same period in the
prior year. The decrease was due primarily to lower payroll related
costs. For the first nine months of fiscal 2007, consolidated sales,
marketing, and customer support expenses were $30.3 million, an increase of $0.5
million from the comparable prior year period.
Sales,
marketing and customer support expenses for the Presstek segment of $9.3 million
in the third quarter of fiscal 2007 decreased $0.4 million from the comparable
prior year period resulting from lower payroll related costs in each
area. Expense of $29.8 million for the first nine months of fiscal
2007 reflects an increase
of $0.4 million compared to the
first nine months of fiscal 2006. The increase in expense is
principally due increased trade show costs, together with an increase in costs
in our European operation necessary to support planned growth.
Sales,
marketing and customer support expenses for the Lasertel segment were $0.2
million and $0.5 million in the third quarter and first nine months of fiscal
2007, respectively, and were essentially unchanged from the same prior year
periods.
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, human resources and administrative
activities.
Consolidated
general and administrative expenses were $9.2 million and $24.4 million in the
third quarter and first nine months of fiscal 2007, respectively, compared to
$5.6 million and $14.7 million in the comparable prior year
periods. General and administrative expenses increased in the third
quarter and first nine months of 2007 over the comparable prior year periods due
primarily to higher patent defense and litigation activities of $1.3 million and
$2.6 million for the three and nine month periods, respectively, increased bad
debt expense of $1.2 million arising from the Company’s internal review of
business practices, and increased professional fees associated with the review
of $0.2 million. General and administrative expenses in the third
quarter of 2007 also include an increase of $0.6 million in stock compensation
related to stock option grants to officers, directors and employees compared to
the same period in fiscal 2006. For the first nine months of fiscal
2007, the increase over the comparable prior year period was due principally to
restricted stock compensation of $1.5 million and $1.8 million of other
stock-based compensation related to stock option grants to officers, directors
and employees.
General
and administrative expenses for the Presstek segment were $8.8 million in the
third quarter of fiscal 2007 compared to $5.4 million in the comparable prior
year period. The increased expense was due primarily to the increased
professional fees, litigation, stock compensation, and bad debt expenses noted
above. For the first nine months of fiscal 2007, general and
administrative expense for the Presstek segment totaled $23.6 million compared
to $14.0 million in the first nine months of fiscal 2006. The
increase in expense was due primarily to increased legal expenses of $2.6
million, increased bad debt expense of $1.7 million, restricted stock granted to
our CEO of $1.5 million, additional compensation expense related to stock option
grants to officers and employees of $1.8 million, and increased professional
fees related to the Company’s internal review of revenue recognition practices
and European operations in the third quarter of fiscal 2007 of $0.2
million.
General
and administrative expenses for the Lasertel segment were $0.4 million and $0.8
million in the third quarter and first nine months of fiscal 2007, respectively,
compared to $0.2 million and $0.8 million in the comparable prior year
periods. Increased expense in the third quarter of fiscal 2007
relates primarily to higher bad debt charges.
Amortization
of Intangible Assets
Amortization
expense of $0.6 million and $2.0 million in the third quarter and first nine
months of fiscal 2007, respectively, declined slightly from $0.8 million and
$2.3 million in the comparable prior year periods. These expenses
relate to intangible assets recorded in connection with the Company’s 2004
ABDick acquisition, patents and other purchased intangible assets.
Restructuring
and Other Charges
Consolidated
restructuring and other charges of $0.4 million and $1.5 million in the third
quarter and first nine months of fiscal 2007, respectively, represent the cost
of severance and separation expenses for employment contracts of former
executives, as well as restructuring in our Canadian, U.S. and European
operations.
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”). 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 $1.0 million to $2.0 million of restructuring charges related to
these projects. All costs are expected to be incurred by the end of
fiscal 2008.
Interest
and Other Expense, Net
Consolidated
net interest expense of $0.8 million and $2.4 million in the third quarter and
first nine months of fiscal 2007, respectively, increased from $0.6 million and
$1.6 million in the comparable prior year periods. Increased interest
expenses are primarily the result of higher balances on our revolving credit
facility. Other income (expense), comprised primarily of gains on
foreign currency translation, was $0.2 million and ($0.1) million in the third
quarter and first nine months of fiscal 2007, respectively, compared to $0.5
million and $0.4 million in the comparable prior year periods. This
was partially offset by losses on disposal of fixed assets of $0.1 million in
the third quarter and first nine months of fiscal 2007.
Benefit
for Income Taxes
The
Company’s effective tax rate for continuing operations is 31.3% for the first
nine months of 2007 compared to 18.3% in the same period last
year. The increase in the effective rate from the prior year
comparable period is primarily attributable to certain officer compensation,
which is non-deductible for federal and state tax purposes, and U.S. taxes on
deemed foreign subsidiary dividends.
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 tax” in the
accompanying Consolidated Statements of Income. 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
On
December 28, 2006, the Company’s production in South Hadley, Massachusetts of
Precision-branded analog plates used in newspaper applications was
discontinued.
Results
of operations of the discontinued analog newspaper business of Precision consist
of the following (in thousands, except per-share data):
|
Three
months ended
|
|
Nine
months ended
|
|
September
29, 2007
|
September
30, 2006
|
|
September
29, 2007
|
September
30, 2006
|
Revenue
|
$ 0
|
$ 3,349
|
|
$ 196
|
$ 9,937
|
Income
(loss) before income taxes
|
16
|
(398)
|
|
(132)
|
(456)
|
Provision
(benefit) from income taxes
|
6
|
(15)
|
|
(54)
|
14
|
Income
(loss) from discontinued operations
|
$ 10
|
$ (383)
|
|
$ (78)
|
$ (470)
|
Earnings
(loss) per share
|
$0.00
|
$ (0.01)
|
|
$ (0.00)
|
$ (0.01)
|
Precision’s
analog newspaper business was closed in fiscal 2007 and accordingly there were
no substantial revenues from discontinued operations in the first nine months of
fiscal 2007. Revenues of $9.9 million in the first nine months of
fiscal 2006 were primarily associated with the manufacture and distribution of
Precision analog products to newspaper business customers. There were
no significant operating expenses incurred in the first nine months of fiscal
2007 and $0.02 million of miscellaneous income was recognized as a result
of the sale of scrap inventory.
Liquidity
and Capital Resources
Financial Condition (Sources
and Uses of Cash)
We
finance our operating and capital investment requirements primarily through cash
flows from operations and borrowings. At September 29, 2007, we had
$8.3 million of cash and cash equivalents and $40.6 million of working capital,
compared to $6.3 million of cash and $45.6 million of working capital at
September 30, 2006.
Continuing
Operations
Our
operating activities consumed $3.2 million of cash in the nine months ended
September 29, 2007. Cash used by operating activities resulted
primarily from the net loss, after adjustments for non-cash depreciation,
amortization, provisions for warranty costs and restructuring and other charges,
stock compensation expense and losses on the disposal of assets. Cash
from operations was further impacted by an increase in inventory levels of $4.0
million, a decrease in accounts receivable of $2.1 million, an increase of $0.5
million in other current assets, a decrease in accounts payable of $5.2 million
and a decrease of $0.4 in deferred revenue. The increase in inventory
levels was due in part to lower than anticipated European sales activity and
also reflects longer lead time for certain equipment purchases. The
decrease in accounts receivable primarily reflects $2.1 million of write offs
for the year-to-date period. The increase in other current assets
relates primarily to the current income tax benefit as a result of continued net
losses. Offsetting this was an increase in miscellaneous accrued
expenses of $1.7 million principally related to accrued legal and other
professional fees.
In the
first nine months of fiscal 2007, we used $2.6 million of net cash for investing
activities primarily to purchase additions to property, plant and equipment
consisting of production equipment and investments in our infrastructure,
including costs related to the implementation of a new service management
system.
Our
financing activities provided $3.8 million of cash, comprised of $6.0 million of
cash received from borrowings on our current line of credit and $3.1 million of
proceeds from the exercise of stock options and the issuance of common stock,
offset by $5.3 million of repayments on our term loan.
Discontinued
Operations
In the
first nine months of fiscal 2007, operating activities of discontinued
operations provided $0.2 million in cash as a result of a decrease of $1.8
million in accounts receivable and a decrease of $1.4 million in inventory,
partially offset by a net decrease of $3.0 million in accounts payable and
accrued expenses and the net loss of $0.1 million.
Liquidity
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, which replaced our then-existing term loan and revolver entered into
in October 2003. At September 29, 2007, we had $21.0 million
outstanding under the line of credit and $6.3 million outstanding under letters
of credit, adjusting the amount available under the Revolver to $17.7
million. The Company reduced its outstanding letters of credit in the
third quarter of fiscal 2007 by $6.0 million. At September 29, 2007,
the interest rate on the outstanding balance of the Revolver was
7.8%. 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 September 29,
2007, the effective interest rate on the Term Loan was 7.9%.
Under the
terms of the Revolver and Term Loan, we are required to meet various financial
and non-financial covenants on a quarterly and annual basis, including maximum
funded debt to EBITDA, a non-U.S. GAAP measurement that we define as earnings
before interest, taxes, depreciation, amortization and restructuring and other
charges/(credits), and minimum fixed charge coverage covenants. At
September 29, 2007, we were in compliance with all financial
covenants. Due to delays in reporting financial statements for the
period ended September 29, 2007 to its lenders, the Company did not meet its
non-financial covenant to furnish quarterly financial statements within 45 days
of the period end and received a waiver for that requirement from lenders on
January 18, 2008.
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.
Our
anticipated capital expenditures for fiscal 2007 range between $3.0 million and
$5.0 million, including expenditures related to our computer systems
infrastructure and equipment to be used in the production of our DI and CtP
equipment and consumable products.
Commitments and
Contingencies
The
Company has change of control agreements with certain of its senior management
employees that provide them with benefits should their employment with the
Company be terminated other than for cause, as a result of 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 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 $1.1 million at
September 29, 2007.
Effect
of Inflation
Inflation
has not had, and is not expected to have, a material impact on our financial
conditions or results of operations.
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 U.S. generally accepted accounting
principles. The
preparation of these financial statements requires management to make estimates
and judgments that affect the reported amounts of assets, liabilities, revenue
and expenses, and related disclosure of contingent assets and liabilities. On an
ongoing basis, we evaluate our estimates, including 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 on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.
The
following discussion supersedes the description of such policies in our Annual
Report on Form 10-K for the fiscal year ended December 30, 2006, which was filed
with the SEC on April 25, 2007. For a discussion of other critical
accounting policies and estimates, refer to such Form 10-K.
Revenue
Recognition
The
Company derives revenue principally from the sale of products (equipment,
printing plates and other consumables, and 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. 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 third-party 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 OEMs 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. The estimated cost of post-sale obligations, including
product warranties, is accrued at the time revenue is recognized based on
historical experience.
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).
Accounting for Income
Taxes
The
Company’s policy covering accounting for income taxes, which was disclosed in
its Annual Report on Form 10-K for the fiscal year ended December 30, 2006,
filed with the SEC on April 25, 2007, was expanded in the first
quarter
of fiscal 2007 to include the adoption of 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 derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure, and transition.
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 Presstek 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” (FASB No. 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 FASB No. 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. At September 29, 2007,
we were not involved in any unconsolidated SPE transactions.
Item 3. 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 and investing activities, commodity price
risk and foreign currency fluctuations.
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 $0.6 million on our annual
interest expense, assuming consistent levels of floating rate debt with those
held at September 29, 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 the Company 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.
We are
exposed to market risk from foreign currency exchange rates, which could affect
operating results, financial position and cash flows. The Company
regularly monitors the fluctuation of these rates in order to assess whether it
is prudent to enter into derivative or other hedging transactions in order to
manage this risk. The Company has not entered into such derivative or
hedging transactions.
Item
4. Controls and Procedures
This
report includes the certifications of our Chief Executive Officer and Chief
Financial Officer required by Rule 13a-14 of the Securities Exchange Act of 1934
(the “Exchange Act”). See Exhibits 31.1 and 31.2. This
Item 4 includes information concerning the controls and procedures and
evaluations thereof referred to in those certifications.
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 Rule
13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), as of the end of the period covered by this Quarterly Report on Form
10-Q. Based on their evaluation, the Company’s Chief Executive
Officer and its Chief Financial Officer concluded that, as of September 29,
2007, the Company’s disclosure controls and procedures were not effective
because of the material weaknesses described below. Notwithstanding
the existence of the material weaknesses described below, management has
concluded that the consolidated interim financial information included in this
Form 10-Q fairly present, in all material respects, the Company’s financial
position, results of operations and cash flows for the periods and dates
presented.
Management
has undertaken procedures and other steps, including the completion of an
internal review of the Company’s financial accounts related to its European
operation, to mitigate the material weaknesses in internal control over
financial reporting described below, along with additional procedures designed
to ensure the reliability of our financial reporting, to enable the Chief
Executive Officer and Chief Financial Officer to execute the certifications
required by Rule 13a-14 of the Exchange Act.
In
its Management’s
Report on Internal Control over Financial Reporting, included in
Item 9A of the Company’s Annual Report on Form 10-K for the year ended December
30, 2006, filed with the U.S. Securities and Exchange Commission (“SEC”) on
April 25, 2007, the Company determined that there was a control deficiency that
constituted a material weakness, 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. As a result, 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 material weakness resulted in errors
in the preliminary December 30, 2006 consolidated financial statements and more
than a remote likelihood that a material misstatement of the Company’s annual or
interim financial statements would not be prevented or detected.
Because
of the material weakness described above, management concluded that its
disclosure controls and procedures and internal control over financial reporting
was not effective as of December 30, 2006. In
connection with new executive leadership joining the company in fiscal 2007, in
the third quarter of fiscal 2007 management undertook a review of business
practices and certain financial reporting matters of all operations of the
Company.
As a
result of this review, which included an internal investigation of certain
European revenue transactions, and additional reviews and procedures conducted
by the Company’s management and its internal audit group, certain additional
deficiencies in our internal control over financial reporting were
identified. The deficiencies identified in the third quarter of
fiscal 2007 were principally applicable to transactions originating in the
Company’s European operation, which is included in the Presstek segment for
financial reporting purposes.
In its
assessment of the effectiveness of the Company’s disclosure controls and
procedures as of September 29, 2007, the Company has determined that there were
additional control deficiencies that constituted material weaknesses as
described below.
Revenue
Recognition
The
Company has concluded that the internal controls applicable to equipment revenue
recognition were 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 US generally accepted accounting principles (“U.S.
GAAP”). In addition, review and monitoring controls over revenue
transactions were not operating effectively to identify accounting errors on a
timely basis. These deficiencies resulted in errors that were
corrected in the third quarter ended September 29, 2007 consolidated financial
statements and there is 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
Account
reconciliations for certain balance sheet accounts at the Company’s subsidiary
in Europe were not performed properly or timely, and the reconciliations were
not consistently reviewed for completeness, accuracy, and timely resolution of
reconciling items. These deficiencies resulted in errors that were
corrected in the third quarter ended September 29, 2007 consolidated financial
statements and there is a reasonable possibility that a material misstatement of
our annual or interim financial statements would not be prevented or detected on
a timely basis.
Remediation
Plan
Our
management, under new executive leadership, 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 internal control.
Significant
or Non-Routine Transactions
The
following remedial actions have been implemented through September 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 September 29, 2007:
·
|
Additional
training has been provided to finance, accounting and tax professionals
regarding new and evolving areas in U.S.
GAAP.
|
·
|
The
Company implemented a process designed to ensure the timely documentation,
review, and approval of complex accounting transactions by qualified
accounting personnel.
|
·
|
The
Company requires that analysis of all significant or non-routine
transactions must be documented, reviewed, and approved by senior
financial management.
|
Revenue
Recognition
The
following remedial actions have been initiated 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 in the fourth quarter of
fiscal 2007 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 in the fourth quarter of fiscal
2007. 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
The
following remedial actions have been initiated and will continue to be
implemented after December 29, 2007:
·
|
Additional
training of European accounting personnel to ensure that key account
reconciliations are performed, documented, reviewed and approved as part
of the monthly financial close
process.
|
·
|
Review
and monitoring controls over key account reconciliations involving foreign
operations have been enhanced to include detailed reviews of monthly
reconciliations and supporting documentation by senior Corporate-Finance
personnel.
|
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 September 29,2007,
there was no change in the Company's internal control over financial reporting
during the quarter ended September 29, 2007, that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.
PART
II OTHER INFORMATION
During
the nine months ended September 29, 2007, other than the matters disclosed
below, there have been no material changes to legal proceedings from those
considered in our Annual Report on From 10-K for the year ended December 30,
2006, filed with the U.S. Securities and Exchange Commission (“SEC”) on April
25, 2007.
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 finding 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.
Exhibit
No.
|
Description
|
|
|
|
|
31.1
|
Certification
of the Chief Executive Officer pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
|
31.2
|
Certification
of the Chief Financial Officer pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
|
32.1
|
Certification
of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
|
32.2
|
Certification
of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
|
PRESSTEK,
INC.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
|
PRESSTEK,
INC.
(Registrant)
|
Date: February
15, 2008
|
/s/
Jeffrey A. Cook
|
|
Jeffrey
A. Cook
Senior
Vice President and Chief Financial Officer
(Duly
Authorized Officer and Principal Financial Officer)
|
PRESSTEK,
INC.
Exhibit
No.
|
Description
|
|
|
|
|
31.1
|
Certification
of the Chief Executive Officer pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
|
31.2
|
Certification
of the Chief Financial Officer pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
|
32.1
|
Certification
of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
|
32.2
|
Certification
of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
|
|
|
|
|