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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
|X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended September 30, 2006; or
|_| Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from _________ to _________
Commission file number: 0-12742
SPIRE CORPORATION
-----------------
(Name of small business issuer as specified in its charter)
MASSACHUSETTS 04-2457335
------------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
ONE PATRIOTS PARK
BEDFORD, MASSACHUSETTS 01730-2396
---------------------------------
(Address of principal executive offices)
781-275-6000
------------
(Issuer's telephone number)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports); and (2) has been subject to such filing requirements for the past 90
days. Yes |X| No |_|
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. There were 8,219,163
outstanding shares of the issuer's only class of common equity, Common Stock,
$0.01 par value, on November 2, 2006.
Transitional Small Business Disclosure Format (check one): Yes |_| No |X|
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TABLE OF CONTENTS
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Condensed Consolidated Balance Sheet as of September
30, 2006............................................................ 1
Unaudited Condensed Consolidated Statements of Operations
for the Three and Nine Months Ended September 30, 2006 and 2005..... 2
Unaudited Condensed Consolidated Statements of Cash Flows
for the Nine Months Ended September 30, 2006 and 2005............... 3
Notes to Unaudited Condensed Consolidated Financial Statements ..... 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.......................................... 13
Item 3. Controls and Procedures............................................ 22
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................................. 24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds........ 24
Item 3. Defaults Upon Senior Securities.................................... 24
Item 4. Submission of Matters to a Vote of Security Holders................ 24
Item 5. Other Information.................................................. 24
Item 6. Exhibits........................................................... 25
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SPIRE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
SEPTEMBER 30,
2006
------------
ASSETS
Current assets
Cash and cash equivalents $ 3,539,751
Restricted cash 331,091
------------
3,870,842
Short-term investments 5,000,000
Accounts receivable - trade, net 2,670,439
Inventories, net 3,308,882
Prepaid expenses and other current assets 2,450,526
------------
Total current assets 17,300,689
Net property and equipment 4,284,100
Intangible and other assets (less accumulated amortization of $761,936) 840,902
Available-for-sale investments at quoted market value (cost of $1,271,934) 1,309,963
Restricted cash - long-term 121,000
Deposit - related party 236,250
------------
Total assets $ 24,092,904
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
-------------------
Current portion of capital lease obligation - related party $ 942,300
Accounts payable 981,065
Accrued liabilities 2,496,776
Advances on contracts in progress 4,517,948
------------
Total current liabilities 8,938,089
------------
Long-term portion of capital lease obligation - related party 778,645
Long-term portion of advances on contracts in progress 1,628,299
Deferred compensation 1,309,963
Deferred taxes 16,284
------------
Total long-term liabilities 3,733,191
------------
Total liabilities 12,671,280
------------
Commitments and Contingencies:
------------------------------
Stockholders' equity
--------------------
Common stock, $0.01 par value; 20,000,000 shares authorized; 8,217,913 shares issued and outstanding 82,179
Additional paid-in capital 18,947,619
Accumulated deficit (7,630,829)
Accumulated other comprehensive income 22,655
------------
Total stockholders' equity 11,421,624
------------
Total liabilities and stockholders' equity $ 24,092,904
============
SEE ACCOMPANYING NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
1
SPIRE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
------------------------------ ------------------------------
2006 2005 2006 2005
------------ ------------ ------------ ------------
Net sales and revenues
----------------------
Contract research, service and
license revenues $ 2,764,354 $ 3,172,940 $ 7,877,340 $ 8,714,611
Sales of goods 3,029,374 1,309,160 7,184,620 7,294,120
------------ ------------ ------------ ------------
Total net sales and revenues 5,793,728 4,482,100 $ 15,061,960 16,008,731
------------ ------------ ------------ ------------
Costs and expenses
------------------
Cost of contract research, services
and licenses 2,119,943 2,359,714 6,624,524 6,635,179
Cost of goods sold 2,984,528 1,268,977 6,678,521 6,979,557
Selling, general and administrative
expenses 2,495,888 2,400,309 7,306,120 6,286,914
Internal research and development
expenses 193,989 411,749 547,243 1,069,818
------------ ------------ ------------ ------------
Total costs and expenses 7,794,348 6,440,749 21,156,408 20,971,468
------------ ------------ ------------ ------------
Gain on extinguishment of purchase
commitment -- 593,313 -- 593,313
Gain on sale of licenses -- -- -- 6,319,600
------------ ------------ ------------ ------------
Income (loss) from operations (2,000,620) (1,365,336) (6,094,448) 1,950,176
-----------------------------
Other income (expense), net 60,043 (63,287) 68,787 (261,088)
------------ ------------ ------------ ------------
Income (loss) before income taxes (1,940,577) (1,428,623) (6,025,661) 1,689,088
Income tax expense (benefit) -- -- -- --
------------ ------------ ------------ ------------
Net income (loss) $ (1,940,577) $ (1,428,623) $ (6,025,661) $ 1,689,088
----------------- ============ ============ ============ ============
Earnings (loss) per share of common
-----------------------------------
stock - basic $ (0.24) $ (0.20) $ (0.77) $ 0.24
------------- ============ ============ ============ ============
Earnings (loss) per share of common
-----------------------------------
stock - diluted $ (0.24) $ (0.20) $ (0.77) $ 0.24
--------------- ============ ============ ============ ============
Weighted average number of common
and common equivalent shares
outstanding - basic 8,213,726 6,983,556 7,788,656 6,898,381
============ ============ ============ ============
Weighted average number of common
and common equivalent shares
outstanding - diluted 8,213,726 6,983,556 7,788,656 7,172,985
============ ============ ============ ============
See accompanying notes to unaudited condensed consolidated financial statements.
2
SPIRE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30,
------------------------------
2006 2005
------------ ------------
Cash flows from operating activities:
-------------------------------------
Net income (loss) $ (6,025,661) $ 1,689,088
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization 1,592,342 1,914,932
Loss on buy-out of capital lease 104,913 --
Gain on sale of licenses -- (6,319,600)
Gain on extinguishment of purchase commitment -- (593,313)
Deferred compensation (1,831) (15,357)
Unearned purchase discount -- (64,754)
Stock-based compensation 179,768 --
Increase in accounts receivable reserves 67,663 9,376
Changes in assets and liabilities:
Restricted cash 473,454 (290,760)
Accounts receivable 958,309 1,389,980
Interest receivable (97,575) --
Inventories (648,393) (893,744)
Prepaid expenses and other current assets (1,746,098) (30,504)
Accounts payable and accrued liabilities 304,997 (824,800)
Deposit - related party (45,000) (22,500)
Advances on contracts in progress 4,387,768 (203,387)
------------ ------------
Net cash used in operating activities (495,344) (4,255,343)
------------ ------------
Cash flows from investing activities:
-------------------------------------
Purchase of short-term investments (7,500,000) --
Sale of short-term investments 2,500,000 --
Proceeds from sale of licenses -- 6,319,600
Payment to extinguish purchase commitment -- (275,000)
Additions to property and equipment (1,288,555) (288.419)
Restricted cash - long term -- 17,979
Increase in intangible and other assets (237,487) (20,861)
------------ ------------
Net cash provided by (used in) investing activities (6,526,042) 5,753,299
------------ ------------
7,729,594 --
Cash flows from financing activities:
-------------------------------------
Proceeds from issuance of common stock, net of offering costs
Principal payment and buy-out of capital lease obligations (556,503) (298,617)
Principal payment on capital lease obligations - related parties (527,037) (398,210)
Proceeds from exercise of stock options 284,920 1,234,450
------------ ------------
Net cash provided by financing activities 6,930,974 537,623
------------ ------------
(90,412)
Net increase (decrease) in cash and cash equivalents 2,035,579
Cash and cash equivalents, beginning of period 3,630,163 3,336,867
------------ ------------
Cash and cash equivalents, end of period $ 3,539,751 $ 5,372,446
============ ============
Supplemental disclosures of cash flow information:
--------------------------------------------------
Cash paid (received) during the period for:
Interest $ (77,129) $ 37,899
============ ============
Interest - related party $ 106,713 $ 148,821
============ ============
Income taxes $ 4,550 $ 150,064
============ ============
See accompanying notes to unaudited condensed consolidated financial statements.
3
SPIRE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 2006
1. DESCRIPTION OF THE BUSINESS
Spire Corporation (the "Company") develops, manufactures and markets
highly-engineered products and services in four principal business areas: solar
equipment, solar systems, biomedical and optoelectronics, bringing to bear
expertise in materials technologies across all four business areas.
In the solar equipment area, the Company develops, manufactures and markets
specialized equipment for the production of terrestrial photovoltaic modules
from solar cells. The Company's equipment has been installed in approximately
170 factories in 43 countries.
In the solar systems area, the Company provides custom and building
integrated photovoltaic modules, stand-alone emergency power backup and electric
power grid-connected distributed power generation systems employing photovoltaic
technology developed by the Company.
In the biomedical area, the Company provides value-added surface treatments
to manufacturers of orthopedic and other medical devices that enhance the
durability, antimicrobial characteristics or other material characteristics of
their products; develops and markets hemodialysis catheters and related devices
for the treatment of chronic kidney disease; and performs sponsored research
programs into practical applications of advanced biomedical and biophotonic
technologies.
In the optoelectronics area, the Company provides compound semiconductor
foundry services on a merchant basis to customers involved in
biomedical/biophotonic instruments, telecommunications and defense applications.
Products and services include compound semiconductor wafers, other thin film
processes and related device processing and fabrication services. The Company
also provides materials testing services and performs services in support of
sponsored research into practical applications of optoelectronic technologies.
2. INTERIM FINANCIAL STATEMENTS
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments necessary to fairly
present the Company's financial position as of September 30, 2006 and the
results of its operations and cash flows for the three and nine months ended
September 30, 2006 and 2005. The results of operations for the three and nine
months ended September 30, 2006 are not necessarily indicative of the results to
be expected for the fiscal year ending December 31, 2006.
The accounting policies followed by the Company are set forth in Footnote 2
to the Company's consolidated financial statements in its annual report on Form
10-KSB for the year ended December 31, 2005. As described in Footnote 12, the
Company adopted Financial Accounting Standards Board ("FASB") Statement No.
123(R), "Share-Based Payment" ("Statement 123(R)"), on January 1, 2006.
Certain prior period amounts have been reclassified to conform with the
current presentation.
3. SHORT-TERM INVESTMENTS
Short-term investments at September 30, 2006 consist of $5.0 million of
certificates of deposit maturing March 31, 2007. Interest receivable on these
short-term investments amounted to approximately $98,000 at September 30, 2006,
and is classified with other current assets.
4. FOREIGN CURRENCY EXCHANGE FORWARD CONTRACT
On September 29, 2006 the Company entered into a foreign exchange forward
contract to reduce the short-term effects of foreign currency fluctuations on
certain foreign currency payables. Foreign currency exchange transaction and
translation losses amounted to approximately $2,000 and gains amounted to
approximately $1,000 for the three and nine months ended September 30, 2006,
respectively, and losses of approximately $26,000 and approximately $89,000 for
the three and nine months ended September 30, 2005, respectively.
4
SPIRE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
SEPTEMBER 30, 2006
5. ACCOUNTS RECEIVABLE/ADVANCES ON CONTRACTS IN PROGRESS
Net accounts receivable, trade consists of the following:
September 30,
2006
------------
Amounts billed $ 2,591,521
Retainage 12,817
Accrued revenue 320,698
------------
2,925,036
Less: Allowance for sales returns and doubtful accounts (254,597)
------------
Net accounts receivable $ 2,670,439
============
Advances on contracts in progress $ 6,146,247
============
Accrued revenue represents revenue recognized on contracts for which
billings have not been presented to customers as of the balance sheet date.
These amounts are billed and generally collected within one year.
Retainage represents revenues on certain United States government sponsored
research and development contracts. These amounts, which usually represent 15%
of the Company's research fee on each applicable contract, are not collectible
until a final cost review has been performed by government auditors. Included in
retainage are amounts expected to be collected after one year, which totaled
approximately $13,000 at September 30, 2006. All other accounts receivable are
expected to be collected within one year.
All contracts with United States government agencies have been audited by
the government through December 2004. The Company has not incurred significant
losses or adjustments as a result of government audits.
The Company maintains allowances for doubtful accounts for estimated losses
resulting from the inability of its customers to pay amounts due. The Company
actively pursues collection of past due receivables as the circumstances
warrant. Customers are contacted to determine the status of payment and senior
accounting and operations management are included in these efforts as is deemed
necessary. A specific reserve will be established for past due accounts over 60
days and over a specified amount, when it is probable that a loss has been
incurred and the Company can reasonably estimate the amount of the loss. The
Company does not record an allowance for government receivables and invoices
backed by letters of credit as realizeability is reasonably assured. Bad debts
are written off against the allowance when identified. There is no dollar
threshold for account balance write-offs. While rare, a write-off is only
recorded when all efforts to collect the receivable have been exhausted and only
in consultation with the appropriate business line manager.
In addition, the Company maintains an allowance for potential future
product returns and rebates related to current period revenues. The Company
analyzes the rate of historical returns when evaluating the adequacy of the
allowance for sales returns and allowances. Returns and rebates are charged
against the allowance when incurred.
Advances on contracts in progress represent contracts for which billings
have been presented to the customer but revenue has not been recognized.
6. INVENTORIES
Inventories consist of the following:
September 30,
2006
------------
Raw materials $ 1,973,589
Work in process 1,077,915
Finished goods 257,378
------------
$ 3,308,882
============
5
SPIRE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
SEPTEMBER 30, 2006
7. EARNINGS (LOSS) PER SHARE
The following table provides a reconciliation of the denominators of the
Company's reported basic and diluted earnings (loss) per share computations for
the periods ended:
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------- -------------------------
2006 2005 2006 2005
---------- ---------- ---------- ----------
Weighted average number of common
and common equivalent shares
outstanding - basic 8,213,726 6,983,556 7,788,656 6,898,381
Add: Net additional common shares
upon assumed exercise of common
stock options -- -- -- 274,604
---------- ---------- ---------- ----------
Adjusted weighted average number of
common and common equivalents
shares outstanding - diluted 8,213,726 6,983,556 7,788,656 7,172,985
========== ========== ========== ==========
For the three and nine months ended September 30, 2006, 42,000 and 22,500
shares, respectively, and for the three and nine months ended September 30,
2005, 6,318 and 25,613 shares, respectively, of common stock issuable relative
to stock options had exercise prices per share that exceeded the average market
price of the Company's common stock and were excluded from the calculation of
diluted shares since the inclusion of such shares would be anti-dilutive.
In addition, for the three and nine months ended September 30, 2006,
90,483 and 131,569 shares, respectively, of common stock issuable relative to
stock options were excluded from the calculation of dilutive shares since the
inclusion of such shares would be anti-dilutive due to the Company's net loss
position in the periods.
8. OPERATING SEGMENTS AND RELATED INFORMATION
The following table presents certain operating division information in
accordance with the provisions of FASB Statement No. 131, "Disclosure about
Segments of an Enterprise and Related Information".
Solar Solar Total
Equipment Systems Biomedical Optoelectronics Company
----------------------------------------------------------------------------
For the three months ended September 30, 2006
Net sales and revenues $ 1,399,666 $ 1,058,507 $ 2,537,481 $ 798,074 $ 5,793,728
Loss from operations (887,551) (308,411) (175,339) (629,319) (2,000,620)
For the three months ended September 30, 2005
Net sales and revenues $ 907,341 $ 115,735 $ 2,683,952 $ 775,072 $ 4,482,100
Income (loss) from operations (483,718) 119,541 (385,830) (615,329) (1,365,336)
For the nine months ended September 30, 2006
Net sales and revenues $ 4,305,271 $ 1,337,657 $ 7,421,081 $ 1,997,951 $ 15,061,960
Loss from operations (1,768,622) (905,325) (1,127,171) (2,293,330) (6,094,448)
For the nine months ended September 30, 2005
Net sales and revenues $ 4,286,656 $ 1,691,726 $ 7,962,091 $ 2,068,258 $ 16,008,731
Income (loss) from operations 1,769,192 (352,153) 2,369,406 (1,836,269) 1,950,176
6
SPIRE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
SEPTEMBER 30, 2006
Earnings from operations for the solar equipment and biomedical segments
include gains on the sale of licenses of $3,319,600 and $3,000,000,
respectively, for the nine months ended September 30, 2005. These gains are more
fully described in Footnote 14.
The following table shows net sales and revenues by geographic area (based
on customer location):
Three Months Ended September 30, Nine Months Ended September 30,
------------------------------------------------ ------------------------------------------------
2006 % 2005 % 2006 % 2005 %
------------ ------ ------------ ------ ------------ ------ ------------ ------
Foreign $ 1,774,000 31% $ 1,088,000 24% $ 5,234,000 35% $ 4,365,000 27%
United States 4,020,000 69% 3,394,000 76% 9,828,000 65% 11,644,000 73%
------------ ------ ------------ ------ ------------ ------ ------------ ------
$ 5,794,000 100% $ 4,482,000 100% $ 15,062,000 100% $ 16,009,000 100%
============ ====== ============ ====== ============ ====== ============ ======
Revenues from contracts with United States government agencies for the
three months ended September 30, 2006 and 2005 were $528,000 and $876,000, or 9%
and 20% of consolidated net sales and revenues, respectively.
Revenues from contracts with United States government agencies for the nine
months ended September 30, 2006 and 2005 were $1,616,000 and $2,557,000, or 11%
and 16% of consolidated net sales and revenues, respectively.
Three customers accounted for approximately 36% of the Company's gross
sales during the three months ended September 30, 2006 and two customers
accounted for approximately 32% of the Company's gross sales for the three
months ended September 30, 2005. One customer accounted for approximately 12% of
the Company's gross sales during the nine months ended September 30, 2006 and
two customers accounted for approximately 26% of the Company's gross sales for
the nine months ended September 30, 2005. Three customers represented
approximately 39% of trade accounts receivable at September 30, 2006 and one
customer represented approximately 10% of trade accounts receivable at September
30, 2005.
9. INTANGIBLE AND OTHER ASSETS
Patents amounted to $82,498 net of accumulated amortization of $626,281, at
September 30, 2006. Licenses amounted to $189,345, net of accumulated
amortization of $135,655 at September 30, 2006. Patent cost is primarily
composed of cost associated with securing and registering patents that the
Company has been awarded or that have been submitted to, and the Company
believes will be approved by, the government. License cost is composed of the
cost to acquire rights to the underlying technology or know-how. These costs are
capitalized and amortized over their useful lives or terms, ordinarily five
years, using the straight-line method. There are no expected residual values
related to these patents or licenses. For disclosure purposes, the table below
includes future amortization expense for licenses and patents owned by the
Company as well as $551,992 of estimated amortization expense on a five-year
straight-line basis related to patents that remain pending as of the balance
sheet date. Estimated amortization expense for the periods ending December 31,
is as follows:
Amortization
Year Expense
---------------------------- ---------
2006 - fourth quarter $ 55,552
2007 210,325
2008 183,278
2009 142,537
2010 and beyond 232,143
---------
$ 823,835
=========
Also included in other assets are $17,067 of refundable deposits and other
assets.
7
SPIRE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
SEPTEMBER 30, 2006
10. AVAILABLE-FOR-SALE INVESTMENTS
Available-for-sale securities consist of the following assets held as part
of the Spire Corporation Non-Qualified Deferred Compensation Plan:
September 30,
2006
-----------
Equity investments $ 588,912
Government bonds 222,653
Cash and money market funds 498,398
-----------
$ 1,309,963
===========
These investments have been classified as long-term available-for-sale
investments and are reported at fair value, with unrealized gains and losses
included in accumulated other comprehensive loss, net of related tax effect. As
of September 30, 2006, the net unrealized income on these marketable securities
was approximately $23,000.
11. NOTES PAYABLE AND CREDIT ARRANGEMENTS
The Company has a $2,000,000 Loan Agreement (the "Agreement") with Citizens
Bank of Massachusetts (the "Bank"), which expires on June 26, 2007. The
Agreement provides Standby Letter of Credit Guarantees for foreign and domestic
customers, which are 100% secured with cash. At September 30, 2006, the Company
had approximately $452,000 of restricted cash associated with outstanding
Letters of Credit. Standby Letters of Credit under this Agreement bear interest
at 1%. The Agreement also provides the Company with the ability to convert to a
$2,000,000 revolving line of credit, based upon eligible accounts receivable and
certain conversion covenants. Loans under this revolving line of credit bear
interest at the Bank's prime rate, as determined, plus 1/2% (8.75% at September
30, 2006.) At September 30, 2006, the Company had not exercised its conversion
option and no amounts were outstanding under the revolving line of credit. A
commitment fee of .25% is charged on the unused portion of the borrowing base.
The Agreement contains covenants including certain financial reporting
requirements. At September 30, 2006, the Company was in compliance with its
financial reporting requirements and cash balance covenants.
12. STOCK-BASED COMPENSATION
On January 1, 2006, the Company adopted the fair value recognition
provisions of Statement 123(R) using the modified prospective method. In
accordance with the modified prospective method, the Company has not restated
its consolidated financial statements for prior periods. Under this transition
method, stock-based compensation expense for the three and nine months ended
September 30, 2006 includes stock-based compensation expense for all of the
Company's stock-based compensation awards granted prior to, but not yet vested
as of, January 1, 2006, based on the grant-date fair value estimated in
accordance with the provisions of FASB Statement No. 123, "Accounting for
Stock-Based Compensation" ("Statement 123"). Stock-based compensation expense
for all stock-based compensation awards granted on or after January 1, 2006 will
be based on the grant-date fair value estimated in accordance with the
provisions of Statement 123(R). The impact of Statement 123(R) on the Company's
results of operations resulted in recognition of stock option expense of
approximately $61,000 and $180,000 for the three and nine months ended September
30, 2006. For the three months ended September 30, 2006, approximately $48,000
of stock compensation expense was charged to selling, general and administrative
expenses and approximately $13,000 was charged to cost of sales. For the nine
months ended September 30, 2006, approximately $142,000 of stock compensation
expense was charged to selling, general and administrative expenses and $38,000
was charged to cost of sales. Compensation expense related to stock options to
be charged in future periods amounts to approximately $739,000 at September 30,
2006, which the Company expects to expense through June 2011.
Prior to January 1, 2006, the Company accounted for share-based payments
under the recognition and measurement provisions for Accounts Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), and
related Interpretations, as permitted by Statement 123. In accordance with APB
25 no compensation cost was required to be recognized for options
8
SPIRE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
SEPTEMBER 30, 2006
granted to employees that had an exercise price equal to the market value of the
underlying common stock on the date of grant.
The Company uses the Black-Scholes option pricing model as its method for
determining fair value of stock option grants, which was also used by the
Company for its pro forma information disclosures of stock-based compensation
expense prior to the adoption of Statement 123(R). The Company uses the
straight-line method of attributing the value of stock-based compensation
expense for all stock option grants. Stock compensation expense for all
stock-based grants and awards is recognized over the service or vesting period
of each grant or award.
Statement 123(R) requires forfeitures to be estimated at the time of grant
and revised, if necessary, in subsequent periods if actual forfeitures differ
from those estimates in order to derive the Company's best estimate of awards
ultimately expected to vest. Forfeitures represent only the unvested portion of
a surrendered option and are typically estimated based on historical experience.
Based on an analysis of the Company's historical data, the Company applied 12%
and 13% forfeiture rates to stock options outstanding in determining its
Statement 123(R) stock compensation expense for the three and nine months ended
September 30, 2006, respectively, which it believes is a reasonable forfeiture
estimate for the periods. In the Company's pro forma information required under
Statement 123 for the periods prior to 2006, the Company accounted for
forfeitures as they occurred.
The Company has one employee stock option plan: the 1996 Equity Incentive
Plan. This plan was approved by stockholders and provides that the Board of
Directors may grant options to purchase the Company's common stock to key
employees and directors of the Company. Incentive and non-qualified options must
be granted at least at the fair market value of the common stock, or in the case
of certain optionees, at 110% of such fair market value at the time of grant.
The options may be exercised, subject to certain vesting requirements, for
periods up to ten years from the date of issue.
A summary of award activity under this plan as of September 30, 2006 and
changes during the nine month period is as follows:
Number of Weighted-Average
Shares Exercise Price
---------- ----------
Options outstanding at December 31, 2005 406,314 $ 4.38
Granted 35,750 $ 7.92
Exercised (53,750) $ 5.30
Cancelled/expired (21,062) $ 5.67
---------- ----------
Options outstanding at September 30, 2006 367,252 $ 4.52
---------- ----------
Options exercisable at September 30, 2006 206,012 $ 3.72
---------- ----------
The options outstanding and exercisable at Septmber 30, 2006 were in the
following exercise price ranges:
Options Outstanding Options Exercisable
------------------------------------------------------ --------------------------------------
Weighted
-Average Weighted- Weighted-
Number Remaining Average Aggregate Number Average Aggregate
Range of of Shares Contractual Exercise Intrinsic of Shares Exercise Intrinsic
Exercise Price Outstanding Life Price Value Exercisable Price Value
--------------- ----------- ----------- ---------- --------- ----------- --------- ---------
$1.78 to $ 3.87 44,374 3.48 years $2.32 $ 208,618 43,874 $ 2.31 $ 206,458
$3.88 to $ 3.90 116,746 5.11years $3.90 364,635 116,746 $ 3.90 364,635
$3.91 to $ 4.90 145,695 7.79 years $4.33 391,498 39,450 $ 4.24 109,548
$4.91 to $ 6.36 12,187 8.26 years $6.06 11,724 4,377 $ 5.96 4,632
$6.37 to $10.74 48,250 9.54 years $8.22 -- 1,565 $10.74 --
----------- --------- ----------- ---------
367,252 6.66 years $4.52 $ 976,475 206,012 $ 3.72 $ 685,273
----------- --------- ----------- ---------
9
SPIRE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
SEPTEMBER 30, 2006
The aggregate intrinsic value in the table above represents the total
intrinsic value, based on the Company's closing stock price of $7.02 as of
September 30, 2006, which would have been received by the option holders had all
option holders exercised their options as of that date. The total intrinsic
value of options exercised during the three and nine months ended September 30,
2006 was approximately $18,000 and $184,000, respectively.
The following table illustrates the pro forma effect on net loss and net
loss per share if the Company had applied the fair value recognition provisions
of Statement 123 to stock-based employee compensation for the three and nine
month periods ended September 30, 2005. Since stock-based compensation expense
for the three and nine months ended September 30, 2006 was calculated and
recorded under the provisions of Statement 123(R), no pro forma disclosure for
that period is presented.
Three Months Ended Nine Months Ended
September 30, 2005 September 30, 2005
------------- -------------
Net income (loss), as reported $ (1,428,623) $ 1,689,088
Deduct: Total stock-based employee compensation expense determined
under fair value based method for all awards net of related tax effects (81,416) (240,073)
------------- -------------
Pro forma net income (loss) $ (1,510,039) $ 1,449,015
============= =============
Earnings per share:
Basic - as reported $ (0.20) $ 0.24
============= =============
Basic - pro forma $ (0.22) $ 0.21
============= =============
Diluted - as reported $ (0.20) $ 0.24
============= =============
Diluted - pro forma $ (0.22) $ 0.20
============= =============
The per-share weighted-average fair value of stock options granted during
the three months and nine months ended September 30, 2006 was $2.70 and $3.71,
respectively, on the date of grant using the Black-Scholes option-pricing model
with the following weighted-average assumptions:
Expected Risk-Free Expected Expected
Year Dividend Yield Interest Rate Option Life Volatility Factor
---------- -------------------- ------------------- ----------------- -----------------------
2006 -- 4.8% 6.5 years 47.8%
2005 -- 4.3% 5 years 77.4%
For the three and nine months ended September 30, 2006, 11,250 and 35,750
stock options were granted.
13. COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) includes certain changes in equity that are
excluded from net earnings (loss) and consists of the following:
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
------------------------------ ------------------------------
2006 2005 2006 2005
------------ ------------ ------------ ------------
Net income (loss) $ (1,940,577) $ (1,428,623) $ (6,025,661) $ 1,689,088
Other comprehensive loss:
Net unrealized gain (loss) on available
for sale marketable securities, net of
tax 30,126 8,050 (1,831) (15,357)
------------ ------------ ------------ ------------
Total comprehensive income (loss) $ (1,910,451) $ (1,420,573) $ (6,027,492) $ 1,673,731
============ ============ ============ ============
10
SPIRE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
SEPTEMBER 30, 2006
14. SALE OF LICENSES
On May 26, 2005, the Company entered into a global consortium agreement
(the "Agreement") with Nisshinbo Industries, Inc. ("Nisshinbo") for the
development, manufacturing, and sales of solar photovoltaic module manufacturing
equipment. Nisshinbo's prior relationship with Spire was as a sub-licensee of
Marubeni Corporation with whom the Company had a license arrangement that was
originally signed in 1997, extended in 2003, and terminated in May 2005.
Nisshinbo's role as sub-licensee was to manufacture equipment for Marubeni to
sell to the Japanese market based upon the Company's proprietary technology.
Under the terms of the Agreement, Nisshinbo purchased a license to manufacture
and sell the Company's module manufacturing equipment on a semi-exclusive basis
for an upfront fee plus additional royalties based on ongoing equipment sales
over a ten-year period. In addition, the Company and Nisshinbo agreed, but are
not obligated, to pursue joint research and development, product improvement
activities and sales and marketing efforts. The companies may share market costs
such as product collateral and trade show expenses. It may also collaborate on
sales leads and have the other company manufacture and service its equipment in
the field. Both companies have reciprocal rights to participate in the other
company's R&D efforts on a going-forward basis. Nisshinbo can request the
Company to further develop a technology but Nisshinbo must (a) share in the
costs of these development efforts equally with the Company (and thereafter have
joint ownership) otherwise the Company will own the technology under a partial
contribute or no participation by Nisshinbo with the Company receiving a royalty
from Nisshinbo if it utilizes the technology. At the end of the license all
non-jointly owned technology developed under the Agreement will revert back to
the owner, with the other party being required to purchase a new license based
upon the fair market value of that technology in order to continue to utilize
the technology.
On June 27, 2005, the Company received JPY 400,000,000 from the sale of
this permanent license. The Company determined that the Nisshinbo Agreement
contains multiple elements consisting of (1) the granting of a license to
utilize the Company's technology and (2) the semi-exclusive right to utilize the
technology for a period of 10 years. The Company believes the granting of the
license meets the criteria of Emerging Issues Task Force ("EITF") 00-21,
"accounting for revenue arrangements with multiple elements", paragraph 9(a), as
the license to utilize the technology has value to Nisshinbo on a stand-alone
basis. Further, Question 1 to Securities and Exchange Commission ("SEC") staff
accounting bulletin Topic 13A-3f "Nonrefundable up-front fees", was directly
considered as guidance for determining if the upfront fee under the Nisshinbo
Agreement should be recognized upon the signing of contract or recognized over
the term of the license. It is the Company's belief that a separate earnings
process was complete as Nisshinbo was purchasing access to utilize technology it
already had in its possession; therefore, recognition of the gain on the sale
was appropriate. The Company has determined the fair value of the license and
royalty based on an appraisal. As a result, a $3,319,600 gain was recognized as
a gain on sale of license in the accompanying unaudited condensed consolidated
statements of operations for the three and nine months ended September 30, 2005.
The balance of $350,000 was determined to represent an advanced royalty payment
and was recorded as an advance on contracts in progress. This amount is being
credited as royalty income over the ten year license period on a straight line
basis.
15. PRIVATE PLACEMENT OF EQUITY
On April 26, 2006, the Company entered into Stock Purchase Agreements with
two accredited institutional investors in connection with the private placement
of 941,176 shares of the Company's common stock at a purchase price of $8.50 per
share. On April 28, 2006, the Company completed the private placement. The net
proceeds of the sale were approximately $7.7 million after deducting placement
fees and other closing costs.
Under the terms of the Stock Purchase Agreements, the Company was obligated
to file a registration statement on Form S-3 with the SEC registering the resale
of the shares of common stock sold. The Company filed the Form S-3 on May 3,
2006 and the SEC declared it effective on May 12, 2006. In the event that this
registration statement ceases to be effective and available to the investors for
an aggregate period of 30 days in any 12 month period, the Company must pay
liquidated damages starting on the 61st day (in the aggregate) of any
suspensions in any 12 month period, and each 30th day thereafter until the
suspension is terminated an amount equal to 1% of the aggregate purchase price
paid by the investors. However, the Company is not obligated to pay liquidation
damages on shares not owned by the investors at the time of the suspension or
shares that are tradable under Rule 144(k). The Company reviewed EITF 00-19,
"ACCOUNTING FOR DERIVATIVE FINANCIAL INSTRUMENTS INDEXED TO, AND POTENTIALLY
SETTLED IN, A COMPANY'S OWN STOCK", and EITF 05-04, "THE EFFECT OF A LIQUIDATED
DAMAGES CLAUSE ON A FREESTANDING FINANCIAL INSTRUMENT SUBJECT TO EITF ISSUE NO.
00-19", to determine if these liquidation damages provisions
11
SPIRE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
SEPTEMBER 30, 2006
require a portion of the equity raised needs to be accounted under FASB
statement No. 133, "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES" ("statement 133"). It determined that the liquidated damages
provisions did not require treatment under statement 133 and therefore will
treat all of the funds raised under these agreements as additions to permanent
equity.
16. MANUFACTURING AGREEMENT WITH PRINCIPIA LIGHTWORKS, INC.
On August 29, 2006, the Company's wholly owned subsidiary, Bandwidth
Semiconductor, LLC ("Bandwidth"), entered into a five-year manufacturing
agreement in which it will be the exclusive supplier to Principia Lightworks,
Inc. ("Principia"), of semiconductor wafers, enabling Principia, a Woodland
Hills, California firm, to begin high volume production of its patented device,
an electron beam pumped vertical cavity surface emitting laser ("eVCSEL") as a
light source for production display applications, including rear-projection
consumer televisions. Bandwidth will manufacture epitaxial wafers which will be
further processed by Principia to produce red, blue, and green colored lasers.
Under the terms of this agreement, Bandwidth will be producing III/V and
II/VI wafers for Principia with full production expected to start in mid 2007.
Bandwidth will begin the scale-up of its existing metalorganic chemical vapor
deposition ("MOCVD") and related processing facilities to satisfy Principia's
requirements. Principia made an up-front payment for nonrecurring engineering
and facility access costs and, in addition, will make monthly facility
availability payments throughout the term of the agreement. The first eighteen
months of the facility availability payments have been secured by a pledge of
Principia common equity which shall be returned after eighteen months upon
receipt of the monthly payments. The Company reviewed FASB statement No. 140,
"Accounting for Transfers and Servicing of Financial Assets and extinguishments
of debt", and determined that the Company shall not recognize the pledged shares
and only will recognize if Principia defaults under the terms of the agreement.
Principia has no right of repayment with respect to these payments. Bandwidth
has an obligation to purchase and qualify MOCVD equipment to manufacture the
wafers and make available the facility for Principia's manufacturing needs for a
period of 5 years. Upon qualification, Principia has an obligation to purchase a
minimum quantity of wafers for the first two years of the Agreement. A fixed
price has been established for each wafer produced with some discounting
contingent upon Principia committing to certain volume commitments. Until
Bandwidth qualifies the new equipment, it will defer the revenue recognition of
any advance payments related to the facility preparation and availability.
Bandwidth shall have full ownership of the equipment and may utilize any excess
capacity for other customers. In September, 2006, the Company entered into a
purchase order with a manufacturer of MOCVD equipment. Although the Company will
be committing capital resources to complete the scale-up, it anticipates the
up-front payment plus the monthly payments will be sufficient to meet its
capital requirements under the agreement. Providing the parties meet their
respective obligations over the term of the Agreement, no net outlay of capital
will be needed.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
THIS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS SECTION AND OTHER PARTS OF THIS REPORT CONTAIN
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"), WHICH
STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. THESE STATEMENTS RELATE TO OUR
FUTURE PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS. THESE STATEMENTS MAY BE
IDENTIFIED BY THE USE OF WORDS SUCH AS "MAY", "COULD", "WOULD", "SHOULD",
"WILL", "EXPECTS", "ANTICIPATES", "INTENDS", "PLANS", "BELIEVES", "ESTIMATES",
AND SIMILAR EXPRESSIONS. THE COMPANY'S ACTUAL RESULTS AND THE TIMING OF CERTAIN
EVENTS MAY DIFFER SIGNIFICANTLY FROM THE RESULTS AND TIMING DESCRIBED IN THE
FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH
DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE FACTORS DISCUSSED OR REFERRED
TO IN THIS REPORT AND IN THE ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED
DECEMBER 31, 2005. THE FOLLOWING DISCUSSION AND ANALYSIS OF THE COMPANY'S
FINANCIAL CONDITION AND RESULTS OF OPERATIONS SHOULD BE READ IN LIGHT OF THOSE
FACTORS AND IN CONJUNCTION WITH, THE COMPANY'S ACCOMPANYING CONSOLIDATED
FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO. OVERVIEW
Spire Corporation (the "Company") develops, manufactures and markets
highly-engineered products and services in four principal business areas: solar
equipment, solar systems, biomedical and optoelectronics, bringing to bear
expertise in materials technologies across all four business areas, discussed
below.
In the solar equipment area, the Company develops, manufactures and markets
specialized equipment for the production of terrestrial photovoltaic modules
from solar cells. The Company's equipment has been installed in approximately
170 factories in 43 countries.
In the solar systems area, the Company provides custom and building
integrated photovoltaic modules, stand-alone emergency power backup and electric
power grid-connected distributed power generation systems employing photovoltaic
technology developed by the Company.
In the biomedical area, the Company provides value-added surface treatments
to manufacturers of orthopedic and other medical devices that enhance the
durability, antimicrobial characteristics or other material characteristics of
their products; develops and markets hemodialysis catheters and related devices
for the treatment of chronic kidney disease; and performs sponsored research
programs into practical applications of advanced biomedical and biophotonic
technologies.
In the optoelectronics area, the Company provides compound semiconductor
foundry services on a merchant basis to customers involved in
biomedical/biophotonic instruments, telecommunications and defense applications.
Products and services include compound semiconductor wafers, other thin film
processes and related device processing and fabrication services. The Company
also provides materials testing services and performs services in support of
sponsored research into practical applications of optoelectronic technologies.
Operating results will depend upon product mix, as well as the timing of
shipments of higher priced products from the Company's solar equipment line and
delivery of solar systems. Export sales, which amounted to 35% of net sales and
revenues for the nine months ended September 30, 2006, continue to constitute a
significant portion of the Company's net sales and revenues.
On January 1, 2006, the Company adopted the fair value recognition
provisions of Financial Accounting Standards Board Statement No. 123(R),
Share-Based Payment ("Statement 123(R)") using the modified prospective method.
The impact of Statement 123(R) on the Company's results of operations resulted
in recognition of stock option expense of approximately $61,000 and $180,000 for
the three and nine months ended September 30, 2006, respectively.
13
RESULTS OF OPERATIONS
---------------------
The following table sets forth certain items as a percentage of net sales
and revenues for the periods presented:
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- -------------------
2006 2005 2006 2005
------ ------ ------ ------
Net sales and revenues 100% 100% 100% 100%
Cost of sales and revenues (88) (81) (88) (85)
------ ------ ------ ------
Gross profit 12 19 12 15
Selling, general and administrative expenses (43) (53) (49) (39)
Internal research and development (4) (9) (4) (7)
Gain on extinguishment of purchase commitment -- 13 -- 4
Gain on sale of licenses -- -- -- 39
------ ------ ------ ------
Income (loss) from operations (35) (30) (41) 12
Other income (expense), net 1 (2) 1 (2)
------ ------ ------ ------
Income (loss) before income taxes (34) (32) (40) 10
Income tax expense -- -- -- --
------ ------ ------ ------
Net income (loss) (34%) (32%) (40%) 10%
====== ====== ====== ======
OVERALL
The Company's total net sales and revenues for the nine months ended
September 30, 2006 ("2006") decreased 6% compared to the nine months ended
September 30, 2005 ("2005"). The decrease was primarily attributable to a
decrease in funded research and development activities, including research and
development activities associated with a cost sharing agreement with the
Department of Energy National Renewable Energy Laboratory ("NREL").
SOLAR EQUIPMENT UNIT
Sales in the Company's solar equipment unit increased less than 1% during
2006 as compared to 2005 primarily due to an increase in the volume and timing
of the delivery of customer orders.
SOLAR SYSTEMS UNIT
Sales in the Company's solar systems unit decreased 21% during 2006 as
compared to 2005 primarily due to the volume and timing of the delivery of
customer orders.
BIOMEDICAL BUSINESS UNIT
Revenues of the Company's biomedical business unit decreased 7% during 2006
as compared to 2005 as a result of a 28% decrease in revenue from Spire's
research and development activities and a 3% decrease in sales of medical
devices, partially offset by a 6% increase in biomedical processing services
revenue.
OPTOELECTRONICS BUSINESS UNIT
Sales in the Company's optoelectronics business unit decreased 3% during
2006 primarily due to the timing of contract completion and a decrease in the
size and dollar value of customers' orders.
14
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THREE AND NINE MONTHS
--------------------------------------------------------------------------------
ENDED SEPTEMBER 30, 2005 NET SALES AND REVENUES
-----------------------------------------------
The following table categorizes the Company's net sales and revenues for
the periods presented:
Three Months Ended
September 30, Increase/(Decrease)
----------------------------- ------------------------------
2006 2005 $ %
------------ ------------ ------------ ------------
Contract research, service and license revenues $ 2,764,000 $ 3,173,000 $ (409,000) (13%)
Sales of goods 3,030,000 1,309,000 1,721,000 131%
------------ ------------ ------------
Net sales and revenues $ 5,794,000 $ 4,482,000 $ 1,312,000 29%
============ ============ ============
The 13% decrease in contract research, service and license revenues for the
three months ended September 30, 2006 as compared to the three months ended
September 30, 2005 is primarily attributable to a decrease in revenues from
research and development activities partially offset by a 3% increase in
revenues from Bandwidth foundry services. Revenues from biomedical research and
development activities decreased 30% in 2006 as compared to 2005 primarily due
to a decrease in the number of contracts associated with funded research and
development activities, and a 41% decrease in revenue from government funded
research and development activities associated with a cost sharing agreement
with NREL.
The 131% increase in sales of goods for the three months ended September
30, 2006 as compared to the three months ended September 30, 2005 was primarily
due to increases in solar equipment and solar systems revenues and, to a lesser
extent, an increase in biomedical product sales. Solar equipment and solar
system revenues increased 149% and 815%, respectively, as compared to 2005
primarily due to the volume and timing of the delivery of customer orders.
Biomedical product sales increased 12% in 2006 as compared to 2005 as a result
of increased demand for Spire's line of hemodialysis catheters.
The following table categorizes the Company's net sales and revenues for
the periods presented:
Nine Months Ended
September 30, Increase/(Decrease)
----------------------------- ------------------------------
2006 2005 $ %
------------ ------------ ------------ ------------
Contract research, service and license revenues $ 7,877,000 $ 8,715,000 $ (838,000) (10%)
Sales of goods 7,185,000 7,294,000 (109,000) (1%)
------------ ------------ ------------
Net sales and revenues $ 15,062,000 $ 16,009,000 $ (947,000) (6%)
============ ============ ============
The 10% decrease in contract research, service and license revenues for the
nine months ended September 30, 2006 as compared to the nine months ended
September 30, 2005 is primarily attributable to a decrease in research and
development activities partially offset by increases in biomedical processing
services. Revenues from Spire's research and development activities decreased
32% in 2006 as compared to 2005 primarily due to a decrease in the number of
contracts associated with funded research and development and a decrease in
revenue from activities associated with our cost sharing agreement with NREL.
Revenues from biomedical processing services increased 6% in 2006 compared to
2005 due to the timing and delivery of customer orders.
The 1% decrease in sales of goods for the nine months ended September 30,
2006 as compared to the nine months ended September 30, 2005 was primarily due
to decreases in solar systems revenues and biomedical product sales, partially
offset by an increase in solar equipment revenues. Solar systems revenues
decreased 21% in 2006 as compared to 2005 due to the timing of the delivery of
customer orders, and biomedical product sales decreased 3% in 2006 as compared
to 2005 as a result of a reduction in product trials by prospective customers
for Spire's line of hemodialysis catheters. Solar equipment revenues increase 9%
in 2006 as compared to 2005 due to the timing of the delivery of customer
orders.
15
COST OF SALES AND REVENUES
The following table categorizes the Company's cost of sales and revenues
for the periods presented, stated in dollars and as a percentage of related
sales and revenues:
Three Months Ended September 30, Increase/(Decrease)
-------------------------------------------------- -----------------------
2006 % 2005 % $ %
------------ ----- ------------ ----- ------------ -----
Cost of contract research,
services and licenses $ 2,120,000 77% $ 2,360,000 74% $ (240,000) (10%)
Cost of goods sold 2,984,000 98% 1,269,000 97% 1,715,000 135%
------------ ------------ ------------
Net cost of sales and revenues $ 5,104,000 88% $ 3,629,000 81% $ 1,475,000 41%
============ ============ ============
The $240,000 (10%) decrease in cost of contract research and service
revenues in 2006 is primarily due to a 43% decrease in costs from Spire's
research and development activities associated with its decreased revenues, and
a 9% decrease in biomedical processing service costs, partially offset by a 1%
increase in the costs of sales of the Company's optoelectronics business unit,
due to an increase in direct costs resulting from a 3% increase in
optoelectronics revenues and changes in its product mix in 2006 versus 2005.
The $1,715,000 (135%) increase in cost of goods sold is primarily due to a
131% increase in sales of goods. The increase in cost of goods sold as a
percentage of revenue is the result of higher absorption of indirect costs over
a decreased revenue base and a shift in product mix.
The following table categorizes the Company's cost of sales and revenues for
the periods presented, stated in dollars and as a percentage of related sales
and revenues:
Nine Months Ended September 30, Decrease
-------------------------------------------------- -----------------------
2006 % 2005 % $ %
------------ ----- ------------ ----- ------------ -----
Cost of contract research, services
and licenses $ 6,625,000 83% $ 6,635,000 76% $ (10,000) --
Cost of goods sold 6,678,000 94% 6,980,000 96% (302,000) (4%)
------------ ------------ ------------
Net cost of sales and revenues $ 13,303,000 88% $ 13,615,000 85% $ (312,000) (2%)
============ ============ ============
The $10,000 (less than 1%) decrease in cost of contract research and
service revenues in 2006 is primarily due to a a 42% decrease in costs from
Spire's research and development activities associated with its decreased
revenues, offset by a 14% increase in the costs of sales of the Company's
optoelectronics business unit, due to an increase in direct costs resulting from
changes in its product mix in 2006 versus 2005.
The $302,000 (4%) decrease in cost of goods sold is primarily due to a 2%
decrease in sales of goods, and a decrease in direct costs in our biomedical
product lines. These changes in costs as a percentage of revenue resulted from
changes in product mix.
OPERATING EXPENSES
The following table categorizes the Company's operating expenses for the
periods presented, stated in dollars and as a percentage of net sales and
revenues:
Three Months Ended September 30, Increase/(Decrease)
-------------------------------------------------- -----------------------
2006 % 2005 % $ %
------------ ----- ------------ ----- ------------ -----
Selling, general and administrative $ 2,496,000 43% $ 2,400,000 54% $ 96,000 4%
Internal research and development 194,000 3% 412,000 9% (218,000) (53%)
------------ ------------ ------------
Operating expenses $ 2,690,000 46% $ 2,812,000 63% $ (122,000) (4%)
============ ============ ============
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
--------------------------------------------
Selling, general and administrative expenses for the three months ended
September 30, 2006 increased by approximately $96,000. The increase was
primarily due to increased costs associated with sales and marketing efforts
throughout all of our product lines, ongoing litigation matters, increased
facility related costs, loss from a buy-out of a capital lease, and stock option
compensation costs. The decrease in selling, general and administrative expenses
as a percentage of sales and revenues is primarily due to the increase in sales
and revenue.
16
INTERNAL RESEARCH AND DEVELOPMENT
---------------------------------
The decrease in research and development costs was primarily a result of
the Company's reduced effort in its cost-sharing contract with the NREL.
The following table categorizes the Company's operating expenses for the
periods presented, stated in dollars and as a percentage of net sales and
revenues:
Nine Months Ended September 30, Increase/(Decrease)
-------------------------------------------------- -----------------------
2006 % 2005 % $ %
------------ ----- ------------ ----- ------------ -----
Selling, general and administrative $ 7,306,000 49% $ 6,287,000 39% $ 1,019,000 16%
Internal research and development 547,000 3% 1,070,000 7% (523,000) (49%)
------------ ------------ ------------
Operating expenses $ 7,853,000 52% $ 7,357,000 46% $ 496,000 7%
============ ============ ============
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
--------------------------------------------
The 16% increase in selling, general and administrative expenses was
primarily due to increased costs associated with sales and marketing efforts
throughout all of our product lines, ongoing litigation matters, loss from a
buy-out of a capital lease, increased facility related costs, and stock option
compensation costs. The increase in selling, general and administrative expenses
as a percentage of sales and revenues was primarily due to the decrease in sales
and revenues.
INTERNAL RESEARCH AND DEVELOPMENT
---------------------------------
The 49% decrease in research and development costs, and the decrease in
research and development expenses as a percentage of sales and revenues, was
primarily a result of the Company's reduced effort in its cost-sharing contract
with NREL.
OTHER EXPENSE, NET
The Company earned approximately $98,000 and approximately $25,000 of
interest income for the three months ended September 30, 2006 and 2005,
respectively. The Company incurred interest expense of approximately $36,000 and
approximately $62,000 for the three months ended September 30, 2006 and 2005,
respectively. The increase in interest income is due to interest earned on
investments made with the net proceeds of approximately $7.7 million received
from the private placement of common equity in April 2006. The decrease in
interest expense is primarily associated with lower interest incurred on capital
leases associated with the semiconductor foundry. In addition, the Company
recognized approximately $2,000 and approximately $26,000 in currency
translation loss for the three months ended September 30, 2006 and 2005,
respectively, associated with cash maintained in a Japanese Yen account.
The Company earned approximately $192,000 and approximately $43,000 of
interest income for the nine months ended September 30, 2006 and 2005,
respectively. The Company incurred interest expense of approximately $124,000
and approximately $215,000 for the nine months ended September 30, 2006 and
2005, respectively. The increase in interest income is due to interest earned on
investments made with the net proceeds of approximately $7.7 million received
from the private placement of common equity in April 2006. The decrease in
interest expense is primarily associated with lower interest incurred on capital
leases associated with the semiconductor foundry.
In addition, the Company recognized approximately $1,000 in currency
translation income and approximately $89,000 of currency transaction loss for
the nine months ended September 30, 2006 and 2005, respectively, associated with
cash maintained in a Japanese Yen account.
INCOME TAXES
The Company did not record an income tax benefit for the three and nine
months ended September 30, 2006, or an income tax provision for the three and
nine months ended Septmber 30, 2005. A valuation allowance has been provided
against the current period tax benefit due to uncertainly regarding the
realization of the net operating loss in the future.
17
NET INCOME (LOSS)
The Company reported a net loss for the three months ended September 30,
2006 of approximately $1,941,000, compared to net loss of approximately
$1,429,000 in 2005. The increase in net loss in 2006 versus 2005 is primarily
due to a gain recorded on the extinguishment of a purchase commitment in 2005 in
the amount of approximately $593,000.
The Company reported a net loss for the nine months ended September 30,
2006 of $6,026,000, compared to net income of approximately $1,689,000 in 2005.
The decrease in net income in 2006 versus 2005 is primarily due to gains on the
sale of licenses in 2005 of approximately $6.3 million, and to a lesser extent,
decreased sales and increased selling, general and administrative expenses in
2006 versus 2005, and a gain recorded on the extinguishment of a purchase
commitment in 2005 in the amount of approximately $593,000.
LIQUIDITY AND CAPITAL RESOURCES
Increase/(Decrease)
September 30, December 31, ------------------------
2006 2005 $ %
------------ ------------ ------------ -----
Cash and cash equivalents $ 3,540,000 $ 3,630,000 $ (90,000) (2%)
Working capital $ 8,363,000 $ 5,270,000 $ 3,093,000 59%
Cash and cash equivalents and working capital increased primarily due to
the net proceeds from a private placement of common stock. This increase was
partially offset by net operating losses incurred by the Company in 2006.
On April 26, 2006, the Company entered into Stock Purchase Agreements with
two accredited institutional investors in connection with the private placement
of 941,176 shares of the Company's common stock at a purchase price of $8.50 per
share. On April 28, 2006, the Company completed the private placement. The net
proceeds of the sale were approximately $7.7 million after deducting placement
fees and other closing costs.
The Company has a $2,000,000 Loan Agreement (the "Agreement") with Citizens
Bank of Massachusetts (the "Bank"), which expires on June 26, 2007. The
Agreement provides Standby Letter of Credit guarantees for certain foreign and
domestic customers, which are 100% secured with cash. At September 30, 2006, the
Company had approximately $452,000 of restricted cash associated with
outstanding Letters of Credit. Standby Letters of Credit under this Agreement
bear interest at 1%. The Agreement also provides the Company with the ability to
convert to a $2,000,000 revolving line of credit, based upon eligible accounts
receivable and certain conversion covenants. Loans under this revolving line of
credit bear interest at the Bank's prime rate as determined plus 1/2% (8.75% at
September 30, 2006.) At September 30, 2006, the Company had not exercised its
conversion option and no amounts were outstanding under the revolving line of
credit. A commitment fee of .25% is charged on the unused portion of the
borrowing base. The Agreement contains covenants including certain financial
reporting requirements. At September 30, 2006, the Company was in compliance
with its financial reporting requirements and cash balance covenants.
The Company maintains allowances for doubtful accounts for estimated losses
resulting from the inability of its customers to pay amounts due. The Company
actively pursues collection of past due receivables as the circumstances
warrant. Customers are contacted to determine the status of payment and senior
accounting and operations management are included in these efforts as is deemed
necessary. A specific reserve will be established for past due accounts over 60
days and over a specified amount, when it is probable that a loss has been
incurred and the Company can reasonably estimate the amount of the loss. The
Company does not record an allowance for government receivables and invoices
backed by letters of credit as realizeability is reasonably assured. Bad debts
are written off against the allowance when identified. There is no dollar
threshold for account balance write-offs. While rare, a write-off is only
recorded when all efforts to collect the receivable have been exhausted and only
in consultation with the appropriate business line manager.
At September 30, 2006, the Company's accumulated deficit was approximately
$7,631,000, compared to accumulated deficit of approximately $1,605,000 as of
December 31, 2005.
Under the terms of the Stock Purchase Agreements, the Company was obligated
to file a registration statement on Form S-3 with the Securities and Exchange
Commission (the "SEC") registering the resale of the shares of common stock
sold. The Company filed the Form S-3 on May 3, 2006 and the SEC declared it
effective on May 12, 2006. In the event that this registration statement ceases
to be effective and available to the investors for an aggregate period of 30
days in any 12 month period, the Company must pay liquidated damages starting on
the 61st day (in the aggregate) of any suspensions in any 12 month period, and
each 30th day thereafter until the suspension is terminated an amount equal to
1% of the aggregate purchase price paid by the investors. However, the Company
is not obligated to pay liquidation damages on shares not owned by the investors
at the time of the suspension or shares that are tradable under Rule 144(k). The
Company
18
reviewed Emerging Issues Task Force ("EITF") 00-19: ACCOUNTING FOR DERIVATIVE
FINANCIAL INSTRUMENTS INDEXED TO, AND POTENTIALLY SETTLED IN, A COMPANY'S OWN
STOCK, and EITF 05-04: THE EFFECT OF A LIQUIDATED DAMAGES CLAUSE ON A
FREESTANDING FINANCIAL INSTRUMENT SUBJECT TO EITF ISSUE NO. 00-19, to determine
if these liquidation damages provisions require a portion of the equity raised
needs to be accounted under Financial Accounting Standards ("FAS") No. 133:
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. It determined that
the liquidated damages provisions did not require treatment under FAS No. 133
and therefore will treat all of the funds raised under these agreements as
additions to permanent equity.
The Company believes it has sufficient resources to finance its current
operations for the foreseeable future from operating cash flow and working
capital.
IMPACT OF INFLATION AND CHANGING PRICES
---------------------------------------
Historically, the Company's business has not been materially impacted by
inflation. Manufacturing equipment and solar systems are generally quoted,
manufactured and shipped within a cycle of approximately nine months, allowing
for orderly pricing adjustments to the cost of labor and purchased parts. The
Company has not experienced any negative effects from the impact of inflation on
long-term contracts. The Company's service business is not expected to be
seriously affected by inflation because its procurement-production cycle
typically ranges from two weeks to several months, and prices generally are not
fixed for more than one year. Research and development contracts usually include
cost escalation provisions.
FOREIGN CURRENCY FLUCTUATION
----------------------------
The Company sells only in U.S. dollars, generally against an irrevocable
confirmed letter of credit through a major United States bank. Therefore the
Company is not directly affected by foreign exchange fluctuations on its current
orders. However, fluctuations in foreign exchange rates do have an effect on the
Company's customers' access to U.S. dollars and on the pricing competition on
certain pieces of equipment that the Company sells in selected markets. The
Company received Japanese yen in exchange for the sale of a license to its solar
technology. In addition, purchases made and royalties received under the
Company's Consortium Agreement from its Japanese partner will be in Japanese
yen, and the Company purchases goods in currencies other than U.S. dollars. In
September 2006 the Company entered into a foreign exchange forward contract to
reduce the short-term effects of foreign currency fluctuations for these
transactions. The Company does not believe that foreign exchange fluctuations
will materially affect its operations.
RELATED PARTY TRANSACTIONS
--------------------------
The Company subleased 77,000 square-feet in a building leased by Mykrolis
Corporation, who in turn leased the building from SPI-Trust, a Trust of which
Roger Little, Chairman of the Board, Chief Executive Officer and President of
the Company, is the sole trustee and principal beneficiary. The 1985 sublease
originally was for a period of ten years, was extended for a five-year period
expiring on November 30, 2000 and was further extended for a five-year period
expiring on November 30, 2005. The sublease agreement provided for minimum
rental payments plus annual increases linked to the consumer price index.
Effective December 1, 2005, the Company entered into a two-year Extension of
Lease Agreement (the "Lease Extension") directly with SPI-Trust. The Company
assumed certain responsibilities of Mykrolis, the tenant under the former lease,
as a result of the Lease Extension including payment of all building and real
estate related expenses associated with the ongoing operations of the property.
The Company will allocate a portion of these expenses to SPI-Trust based on
pre-established formulas utilizing square footage and actual usage where
applicable. These allocated expenses will be invoiced monthly and be paid
utilizing a SPI-Trust escrow account of which the Company has sole withdrawal
authority. SPI-Trust is required to maintain three (3) months of its anticipated
operating costs within this escrow account. The Company believes that the terms
of the Lease Extension are commercially reasonable. Rent expense under the Lease
Extension for the three and nine months ended September 30, 2006 was
approximately $310,000 and $931,000, respectively . No amounts were due from
SPI-Trust as of September 30, 2006 for building related costs.
In conjunction with the acquisition of Bandwidth by the Company, SPI-Trust,
a Trust of which Roger G. Little, Chairman of the Board, Chief Executive Officer
and President of the Company, is sole trustee and principal beneficiary,
purchased from Stratos Lightwave, Inc. (Bandwidth's former owner) the building
that Bandwidth occupies in Hudson, New Hampshire for $3.7 million. Subsequently,
the Company entered into a lease for the building (90,000 square feet) with
SPI-Trust whereby the Company will pay $4.1 million to SPI-Trust over an initial
five-year term expiring in 2008 with a Company option to extend for five years.
In addition to the rent payments, the lease obligates the Company to keep on
deposit with SPI-Trust the equivalent of three months rent ($236,250 as of
September 30, 2006.) The lease agreement does not provide for a transfer of
ownership at any point. Interest costs were assumed at 7%. For the nine months
ended September 30, 2006, interest expense was approximately $107,000. This
lease has been classified as a related party capital lease and a summary of
payments (including interest) is as follows:
19
Rate Per Security
Year Square Foot Annual Rent Monthly Rent Deposit
--------------------------- ----------- ------------- ------------ -------------
June 1, 2003 - May 31, 2004 $6.00 $ 540,000 $45,000 $135,000
June 1, 2004 - May 31, 2005 7.50 675,000 56,250 168,750
June 1, 2005 - May 31, 2006 8.50 765,000 63,750 191,250
June 1, 2006 - May 31, 2007 10.50 945,000 78,750 236,250
June 1, 2007 - May 31, 2008 13.50 1,215,000 101,250 303,750
-------------
$4,140,000
-------------
At September 30, 2006, approximately $942,000 and $778,000 are reflected as
the current and long-term portions of capital lease obligation - related party,
respectively, in the consolidated balance sheet.
CRITICAL ACCOUNTING POLICIES
----------------------------
The preparation of financial statements in accordance with accounting
principles generally accepted in the United States requires us 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 and the reported amounts of revenues and expenses during the
reporting period. Among the significant estimates affecting our consolidated
financial statements are those relating to revenue recognition, reserves for
doubtful accounts and sales returns and allowances, reserve for excess and
obsolete inventory, impairment of long-lived assets, income taxes, and warranty
reserves. We regularly evaluate our estimates and assumptions based upon
historical experience and various other factors that we believe 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. To the extent actual results differ from
those estimates, our future results of operations may be affected. We believe
the following critical accounting policies affect our more significant judgments
and estimates used in the preparation of our consolidated financial statements.
Refer to Footnote 2 of our notes to consolidated financial statements in our
Annual Report on Form 10-KSB for the year ended December 31, 2005 for a
description of our accounting policies.
REVENUE RECOGNITION
The Company derives its revenues from three primary sources: (1) commercial
products including, but not limited to, solar energy manufacturing equipment,
solar energy systems and hemodialysis catheters; (2) biomedical and
semiconductor processing services; and (3) United States government funded
research and development contracts.
We generally recognize product revenue upon shipment of products provided
there are no uncertainties regarding customer acceptance, persuasive evidence of
an arrangement exists, the sales price is fixed or determinable, and
collectibility is reasonably assured. These criteria are generally met at the
time of shipment when the risk of loss and title passes to the customer or
distributor, unless a consignment arrangement exists. Revenue from consignment
arrangements is recognized based on product usage indicating sales are complete.
The Company utilizes a distributor network to market and sell its
hemodialysis catheters domestically. The Company generally recognizes revenue
when the catheters are shipped to its distributors. Gross sales reflect
reductions attributable to customer returns and various customer incentive
programs including pricing discounts and rebates. Product returns are permitted
in certain sales contracts and an allowance is recorded for returns based on the
Company's history of actual returns. Certain customer incentive programs require
management to estimate the cost of those programs. The allowance for these
programs is determined through an analysis of programs offered, historical
trends, expectations regarding customer and consumer participation, sales and
payment trends, and experience with payment patterns associated with similar
programs that had been previously offered. An analysis of the sales return and
rebate activity for the nine months ended September 30, 2006, is as follows:
Rebates Returns Total
------------ ------------ ------------
Balance - December 31, 2005 $ 91,600 $ 19,100 $ 110,700
Provision 277,556 12,835 290,391
Utilization (262,456) (18,335) (280,791)
------------ ------------ ------------
Balance - September 30, 2006 $ 106,700 $ 13,600 $ 120,300
============ ============ ============
20
o Credits for rebates are recorded in the month of the actual sale.
o Credits for returns are processed when the actual merchandise is
received by the Company.
o Substantially all rebates and returns are processed no later than
three months after original shipment by the Company.
The reserve percentage has been approximately 13% to 15% of inventory held
by distributors over the last two years. The Company performs various
sensitivity analyses to determine the appropriate reserve percentage to use. To
date, actual quarterly reserve utilization has approximated the amount provided.
The total inventory held by distributors covered by sales incentive programs was
approximately $751,000 at September 30, 2006.
If sufficient history to make reasonable and reliable estimates of returns
or rebates does not exist, revenue associated with such practices is deferred
until the return period lapses or a reasonable estimate can be made. This
deferred revenue will be recognized as revenue when the distributor reports to
us that it has either shipped or disposed of the units (indicating that the
possibility of return is remote).
The Company's OEM capital equipment solar energy business builds complex
customized machines to order for specific customers. Substantially all of these
orders are sold on a FOB Bedford, Massachusetts (or EX-Works Factory) basis. It
is the Company's policy to recognize revenues for this equipment as the product
is shipped to the customer, as customer acceptance is obtained prior to shipment
and the equipment is expected to operate the same in the customer's environment
as it does in the Company's environment. When an arrangement with the customer
includes future obligations or customer acceptance, revenue is recognized when
those obligations are met or customer acceptance has been achieved. The
Company's solar energy systems business installs solar energy systems on
customer-owned properties on a contractual basis. Generally, revenue is
recognized once the systems have been installed and the title is passed to the
customer. For arrangements with multiple elements, the Company allocates fair
value to each element in the contract and revenue is recognized upon delivery of
each element. If the Company is not able to establish fair value of undelivered
elements, all revenue is deferred.
The Company recognizes revenues and estimated profits on long-term
government contracts on the accrual basis where the circumstances are such that
total profit can be estimated with reasonable accuracy and ultimate realization
is reasonably assured. The Company accrues revenue and profit utilizing the
percentage of completion method using a cost-to-cost methodology. A percentage
of the contract revenues and estimated profits is determined utilizing the ratio
of costs incurred to date to total estimated cost to complete on a contract by
contract basis. Profit estimates are revised periodically based upon changes and
facts, and any losses on contracts are recognized immediately. Some of the
contracts include provisions to withhold a portion of the contract value as
retainage until such time as the United States government performs an audit of
the cost incurred under the contract. The Company's policy is to take into
revenue the full value of the contract, including any retainage, as it performs
against the contract since the Company has not experienced any substantial
losses as a result of audits performed by the United States government.
IMPAIRMENT OF LONG-LIVED ASSETS
Long-lived assets, including fixed assets and intangible assets, are
continually monitored and are evaluated at least annually for impairment. The
determination of recoverability is based on an estimate of undiscounted cash
flows expected to result from the use of an asset and its eventual disposition.
The estimate of cash flows is based upon, among other things, certain
assumptions about expected future operating performance. Our estimates of
undiscounted cash flows may differ from actual cash flows due to, among other
things, technological changes, economic conditions, changes to our business
model or changes in our operating performance. If the sum of the undiscounted
cash flows (excluding interest) is less than the carrying value, we recognize an
impairment loss, measured as the amount by which the carrying value exceeds the
fair value of the asset.
STOCK-BASED COMPENSATION
On January 1, 2006, the Company adopted the fair value recognition
provisions of Financial Accounting Standards Board ("FASB") Statement No.
123(R), Share-Based Payment ("Statement 123(R)") using the modified prospective
method. In accordance with the modified prospective method, the Company has not
restated its consolidated financial statements for prior periods. Under this
transition method, stock-based compensation expense for the first quarter of
2006 includes stock-based compensation expense for all of the Company's
stock-based compensation awards granted prior to, but not yet vested as of,
January 1, 2006, based on the grant-date fair value estimated in accordance with
the provisions of FASB Statement No. 123, Accounting for Stock-Based
Compensation ("Statement 123"). Stock-based compensation expense for all
stock-based compensation awards granted on or after January 1, 2006 will be
based on the grant-date fair value estimated in accordance with the provisions
of Statement 123(R). The impact of Statement 123(R) on the Company's results of
operations resulted in recognition of stock option expense of approximately
$61,000 and $180,000 for the three and nine months ended September 30, 2006,
respectively.
21
CONTRACTUAL OBLIGATIONS, COMMERCIAL COMMITMENTS AND OFF-BALANCE SHEET
---------------------------------------------------------------------
ARRANGEMENTS
------------
The following table summarizes the Company's gross contractual obligations
at September 30, 2006 and the maturity periods and the effect that such
obligations are expected to have on its liquidity and cash flows in future
periods:
Payments Due by Period
--------------------------------------------------------------
Less than 2 - 3 4 - 5 More Than
Contractual Obligations Total 1 Year Years Years 5 Years
---------------------------------- ---------- ---------- ---------- ---------- ----------
PURCHASE OBLIGATIONS $8,847,000 $8,793,000 $ 54,000 $ -- --
CAPITAL LEASES:
Related party capital lease 1,834,000 1,035,000 799,000 -- --
OPERATING LEASES:
Unrelated party operating leases $ 262,000 $ 126,000 $ 136,000 $ -- --
Related party operating lease 1,449,000 1,242,000 207,000 -- --
Purchase obligations include all open purchase orders outstanding
regardless of whether they are cancelable or not.
Capital lease obligations outlined above include both the principal and
interest components of these contractual obligations.
At September 30, 2006, the Company maintained a Japanese yen account that
held approximately JPY 14,819,000 (approximately $125,000). Total currency
translation loss for the three months and currency translation income for the
nine months ended September 30, 2006 of approximately $2,000 and $1,000,
respectively, is reflected in other income (expense), net in the accompanying
unaudited condensed consolidated statement of operations.
Outstanding letters of credit totaled approximately $389,000 at September
30, 2006. The letters of credit principally secure performance obligations, and
allow holders to draw funds up to the face amount of the letter of credit if the
Company does not perform as contractually required. These letters of credit
expire through 2007.
ITEM 3. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
------------------------------------------------
As required by Rule 13a-15 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), the Company carried out an evaluation under the
supervision and with the participation of the Company's management, including
the Chief Executive Officer and President and the Chief Financial Officer and
Treasurer, of the effectiveness of the Company's disclosure controls and
procedures as of September 30, 2006. In designing and evaluating the Company's
disclosure controls and procedures, the Company and its management recognize
that there are inherent limitations to the effectiveness of any system of
disclosure controls and procedures, including the possibility of human error and
the circumvention or overriding of the controls and procedures. Accordingly,
even effective disclosure controls and procedures can only provide reasonable
assurance of achieving their desired control objectives. Additionally, in
evaluating and implementing possible controls and procedures, the Company's
management was required to apply its reasonable judgment. Furthermore,
management considered certain matters deemed by the Company's independent
auditors to constitute a material weakness in the Company's internal control
over financial reporting described below. Based upon the required evaluation,
the Chief Executive Officer and President and the Chief Financial Officer and
Treasurer concluded that as of September 30, 2006, due to the material weakness
in internal control over financial reporting described below, the Company's
disclosure controls and procedures were not effective to ensure that information
required to be disclosed by the Company in the reports it files or submits under
the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules and forms.
On March 21, 2006, the Company's independent auditor, Vitale, Caturano &
Company, Ltd. ("VCC") issued a letter advising management and the Audit
Committee, that, in connection with its audit of the Company's consolidated
financial statements for the year ended December 31, 2005, it noted certain
matters involving internal control and its operation that it considered to be a
material weakness under standards of the Public Company Accounting Oversight
Board. VCC noted that, since its March 2005 letter, in which VCC noted material
weaknesses in the Company's internal controls in connection with
22
its audit of the Company's 2004 financial statements, the Company has made
significant strides over the past year to improve its internal control
structure. These include:
o An improved reconciliation process;
o A disciplined and timely monthly close process; and
o Detailed reviews of monthly close packages by the appropriate levels
of management.
However, VCC also noted that improvements still need to be made in the
reconciliation and documentation and information flow processes. In particular,
the Company lost several key individuals who were integral to the accounting
department in general and the closing process specifically. While the finance
group was able to close the books and analyze the accounts on a timely basis,
the staff was resource constrained and the established controls, policies and
procedures could not be fully implemented during the year end close. The Company
supplemented the staff with outside assistance and the Chief Financial Officer
and Treasurer assumed various review roles. However, VCC noted that the finance
department will not be alleviated and control structure improved until such time
as the full finance team is assembled.
In addition, VCC noted that the Company does not have sufficient internal
knowledge and expertise of its enterprise reporting system, Solomon, including
technical knowledge. The Company utilizes external consultants to help them
develop reports and troubleshoot the system; however without a fully dedicated
resource, the risk of errors being generated in or by the system is significant.
VCC noted that the Company should develop a comprehensive training program
associated with the system so that employees are aware of the system and all of
its capabilities in order to obtain the efficiencies the system can provide. The
full utilization and knowledge of the ERP system is critical to the Company's
internal control over financial reporting. The Company should focus on
developing the in-house knowledge of the ERP system, either through trainings or
recruiting of an experienced information technology professional with the
requisite knowledge.
The Company concurs with VCC's findings noted above and is continuing to
make changes in its internal controls and procedures. Unfortunately, the Company
was operating without a Controller, Assistant Controller and Senior Cost
Accountant during the latter half of 2005. These positions are critical to the
oversight and review of the finance group's output. As VCC noted, the Company
supplemented those functions through the use of outside consultants and through
the Chief Financial Officer and Treasurer assuming certain review roles.
Unfortunately, this weakens the internal control structure as the review process
is compressed and streamlined. With the recent resignation and replacement of
the Chief Financial Officer and Treasurer, this internal control structure has
been additionally weakened. The Company was able to close the books and analyze
the accounts on a relatively timely basis by having certain roles formally
performed by the Chief Financial Officer and Treasurer be performed by outside
consultants. The Company has hired a Senior Cost Accountant and did benefit from
having its Assistant Controller position filled during the second and third
quarters of 2006. The Company has had difficulty recruiting a full time
Controller. In view of the recent change in the Chief Financial Officer and
Treasurer position, the Company now plans to have the Controller assume the
additional position of Chief Accounting Officer. It is actively searching for a
replacement. The Company has made significant strides in its monthly closing
processes and expects that its internal controls will improve once a full
finance staff is in place.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
----------------------------------------------------
Except as noted below, there was no change in the Company's internal
control over financial reporting that occurred during the third fiscal quarter
of 2006 that has materially affected, or is reasonable likely to materially
affect, the Company's internal control over financial reporting.
On May 14, 2006, the Company's Chief Financial Officer and Treasurer
resigned. The Company has since filled the Chief Financial Officer and Treasurer
role internally and is actively seeking a Controller who will take on the
additional position of Chief Accounting Officer. Until this position is filled
the Company will rely on outside consultants to provide aid to the Chief
Financial Officer and Treasurer in maintaining the internal control structure
and with SEC filings.
23
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company is subject to legal proceedings and claims
arising from the conduct of its business operations. The Company does not expect
the outcome of these proceedings, either individually or in the aggregate, to
have a material adverse effect on its financial position, results of operations,
or cash flows.
The Company was named a defendant in 58 cases filed from August 2001 to
July 2003 in various state courts in Texas by persons claiming damages from the
use of allegedly defective mechanical heart valves coated by a process licensed
by the Company to St. Jude Medical, Inc., the heart valve manufacturer, which
has also been named as a defendant in these cases. In June 2003, a motion for
summary judgment was granted to the Company and most of these cases were
dismissed, based on the principle of federal preemption. The Texas Court of
Appeals upheld the lower court's decision, and, because these cases were not
submitted for review to the Texas Supreme Court, the judgments rendered are now
final.
Of the remaining cases (filed after August 2003), the fact situations of
seven of them make them subject, in the opinions of defendant's counsel, to the
original decision to grant the Company its motion for summary judgment.
Plaintiff's attorneys in these cases are being asked to voluntarily request the
court to dismiss these cases, but a motion for summary judgment based on the
original decision granted to the Company by the Court may be filed in all cases
where such voluntary action does not occur. One case was appealed, and a
decision is pending. One additional case is not subject to Federal preemption;
the Company and other defendant's counsel are evaluating available defense
options.
During the second quarter of 2005 a suit was filed by Arrow International,
Inc. against Spire Biomedical, Inc., a wholly owned subsidiary of the Company,
alleging patent infringement by the Company. The complaint claims one of the
Company's catheter products induces and contributes to infringement when medical
professionals insert it. The Company has responded to the complaint denying all
allegations and has filed certain counterclaims. The discovery process in this
case has continued and is nearly complete. The Company filed a motion for
summary judgment, asserting patent invalidity resulting from plaintiff's failure
to follow the administrative procedures of the U.S. Patent and Trademark Office
("USPTO") which failure has remained uncorrected. On August 4, 2006, the Court
granted the Company's motion and dismissed this lawsuit without prejudice.
Plaintiffs applied to revive the applicable patent, which application was
granted by the USPTO in August, 2006. Plaintiffs refiled their lawsuit against
the Company in September, 2006. The Company has filed its answer and resumed its
defense. Based on information presently available to the Company, the Company
believes that it does not infringe any valid claim of the plaintiff's patent and
that, consequently, it has meritorious legal defenses with respect to this
action in the event it were to be reinstated.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
24
ITEM 6. EXHIBITS
10(s) Manufacturing Agreement, dated August 29, 2006, by and between
Bandwidth Semiconductor, LLC, a wholly owned subsidiary of Spire
("Bandwidth"), and Principia Lightworks, Inc. ("Principia").*
31.1 Certification of the Chairman of the Board, Chief Executive
Officer and President pursuant to ss.302 of the Sarbanes-Oxley
Act of 2002.
31.2 Certification of the Chief Financial Officer and Treasurer
pursuant to ss.302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of the Chairman of the Board, Chief Executive
Officer and President pursuant to 18 U.S.C. ss.1350, as adopted
pursuant to ss.906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of the Chief Financial Officer and Treasurer
pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of
the Sarbanes-Oxley Act of 2002.
* Portions of this Exhibit have been omitted pusuant to a request for
confidential treatment.
25
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Spire Corporation
Dated: November 14, 2006 By: /s/ Roger G. Little
--------------------------------------
Roger G. Little
Chairman of the Board, Chief Executive
Officer and President
Dated: November 14, 2006 By: /s/ Christian Dufresne
--------------------------------------
Christian Dufresne
Chief Financial Officer and Treasurer
26
EXHIBIT INDEX
Exhibit Description
------- -----------
10(s) Manufacturing Agreement, dated August 29, 2006, by and between
Bandwidth Semiconductor, LLC, a wholly owned subsidiary of Spire
("Bandwidth"), and Principia Lightworks, Inc. ("Principia").*
31.1 Certification of the Chairman of the Board, Chief Executive Officer
and President pursuant to ss.302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer and Treasurer pursuant to
ss.302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of the Chairman of the Board, Chief Executive Officer
and President pursuant to 18 U.S.C. ss.1350, as adopted pursuant to
ss.906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of the Chief Financial Officer and Treasurer pursuant to
18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley
Act of 2002.
* Portions of this Exhibit have been omitted pusuant to a request for
confidential treatment.
27