ANNUAL
REPORT PURSUANT TO SECTION 13 OR
15(d)
|
MINNESOTA
(State
of incorporation)
|
41-1439182
(I.R.S.
employer identification no.)
|
|
2350
Helen Street
North
St. Paul, Minnesota
(Address
of principal executive offices)
|
55109
(Zip
code)
|
(651)
770-2000
(Registrant’s
telephone number)
|
Title Of Each Class
|
Name Of Each Exchange On Which
Registered
|
COMMON
STOCK, PAR VALUE $.001 PER SHARE
|
The
NASDAQ Stock Market LLC
|
PART
I
|
||
ITEM
1.
|
BUSINESS.
|
1
|
ITEM
1A.
|
RISK
FACTORS
|
8
|
ITEM
1B.
|
UNRESOLVED
STAFF COMMENTS
|
10
|
ITEM
2.
|
PROPERTIES
|
10
|
ITEM
3.
|
LEGAL
PROCEEDINGS
|
10
|
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
10
|
ITEM
4A.
|
EXECUTIVE
OFFICERS OF THE REGISTRANT
|
10
|
PART
II
|
||
ITEM
5.
|
MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
|
13
|
ITEM
7.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
|
14
|
ITEM
8.
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
|
21
|
ITEM
9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
21
|
ITEM
9A(T)
|
CONTROLS
AND PROCEDURES
|
21
|
ITEM
9B.
|
OTHER
INFORMATION
|
22
|
PART
III
|
||
ITEM
10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
23
|
ITEM
11.
|
EXECUTIVE
COMPENSATION
|
23
|
ITEM
12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
|
23
|
ITEM
13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
23
|
ITEM
14.
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
24
|
PART
IV
|
||
ITEM
15.
|
EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES
|
24
|
|
·
|
Test
Handler Products. In terms of revenue, this is our
largest product line. Our broad line of test handler products
incorporates thermal conditioning, contacting and automated handling
technologies to provide automated handling of ICs during production test
cycles. We also offer change kits to adapt our test handlers to
different IC package configurations or to upgrade installed equipment for
enhanced performance. Change kits can represent a significant
part of our revenue.
|
|
·
|
Reliability
Test Equipment. The primary focus of our reliability
test equipment is to provide semiconductor manufacturers with structural
performance data to aid in the evaluation and improvement of IC designs
and manufacturing processes to increase IC yield and
reliability.
|
ITEM
1A.
|
RISK
FACTORS.
|
ITEM
1B.
|
UNRESOLVED
STAFF COMMENTS.
|
ITEM
2.
|
PROPERTIES.
|
ITEM
3.
|
LEGAL
PROCEEDINGS.
|
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY
HOLDERS.
|
ITEM
4A.
|
EXECUTIVE
OFFICERS OF THE REGISTRANT.
|
Name
|
Age
|
Position
|
Joseph
C. Levesque
|
64
|
Chairman
of the Board, President and Chief Executive Officer
|
Douglas
L. Hemer
|
62
|
Chief
Administrative Officer, Secretary and Director
|
John
J. Pollock
|
49
|
Vice
President — General Manager
|
Daniel
M. Koch
|
55
|
Vice
President — Worldwide Sales
|
Paul
H. Askegaard
|
57
|
Treasurer
|
Timothy
G. Foley
|
49
|
Vice
President — Manufacturing
|
Dean
K. Hedstrom
|
59
|
Vice
President — Technology
|
Timothy
A. McMullen
|
41
|
Vice
President — Reliability Test Systems
|
W.
Charles Sletten, II
|
57
|
Vice
President — Engineering
|
ITEM
5.
|
MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES.
|
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
||||||||||||||
Fiscal
2008
|
High
|
$ | 5.92 | $ | 4.23 | $ | 3.75 | $ | 2.82 | ||||||||
Low
|
$ | 3.64 | $ | 2.98 | $ | 2.61 | $ | 1.01 | |||||||||
Fiscal
2007
|
High
|
$ | 4.70 | $ | 4.70 | $ | 5.00 | $ | 6.24 | ||||||||
Low
|
$ | 3.25 | $ | 3.62 | $ | 3.90 | $ | 4.56 |
ITEM
7.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
2008
|
2007
|
|||||||
Net
sales
|
100.0 | % | 100.0 | % | ||||
Cost
of goods sold
|
52.0 | 49.7 | ||||||
Gross
profit
|
48.0 | 50.3 | ||||||
Operating
expenses:
|
||||||||
Selling,
general and administrative
|
37.9 | 23.3 | ||||||
Research
and development
|
17.5 | 12.7 | ||||||
Total
operating expenses
|
55.4 | 36.0 | ||||||
Income
(loss) from operations
|
(7.4 | )% | 14.3 | % |
2008
|
2007
|
|||||||
Test
handler products
|
59 | % | 69 | % | ||||
Reliability
test equipment products
|
15 | 17 | ||||||
Change
kits and spare parts
|
26 | 14 | ||||||
Total
|
100 | % | 100 | % |
ITEM
8.
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.
|
ITEM
9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
|
ITEM
9A(T).
|
CONTROLS
AND PROCEDURES.
|
ITEM
9B.
|
OTHER
INFORMATION.
|
ITEM
10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.
|
ITEM
11.
|
EXECUTIVE
COMPENSATION.
|
ITEM
12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
|
ITEM
13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
|
ITEM
14.
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES.
|
ITEM
15.
|
EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES.
|
Description
|
Page(s)
|
Report
of Independent Registered Public Accounting Firm
|
F-1
|
Consolidated
Financial Statements:
|
|
Consolidated Statements of
Operations
|
F-2
|
Consolidated Balance
Sheets
|
F-3
|
Consolidated Statements of
Changes in Shareholders’ Equity
|
F-4
|
Consolidated
Statements of Cash Flows
|
F-5
|
Notes
to Consolidated Financial Statements
|
F-6
– F-18
|
Schedule
II - Valuation and Qualifying Accounts
|
S-1
|
1.
|
Form
of Incentive Stock Option Agreement (incorporated by reference to Exhibit
10.6 to our Annual Report on Form 10-KSB for the year ended
December 31, 1993) (File No. 0-22166).
|
2.
|
Form
of Non-Statutory Stock Option Agreement (incorporated by reference to
Exhibit 10.7 to our Annual Report on Form 10-KSB for the year ended
December 31, 1993) (File No. 0-22166).
|
3.
|
1993
Stock Incentive Plan, as amended (incorporated by reference to Exhibit
10.2 to our Annual Report on Form 10-K for year ended December 31, 1997)
(File No. 0-22166).
|
4.
|
Salary
Savings Plan (incorporated by reference to Exhibit 10.3 to our
Registration Statement on Form SB-2) (File No.
33-64962C).
|
5.
|
Employment
Agreement dated April 1, 1986 between Joseph C. Levesque and us
(incorporated by reference to Exhibit 10.6 to our Registration Statement
on Form SB-2) (File No. 33-64962C).
|
6.
|
2003
Stock Incentive Plan (incorporated by reference to Exhibit 10.18 to our
Annual Report on Form 10-K for the year ended December 31, 2002) (File No.
0-22166).
|
7.
|
Form
of Change of Control Agreement (incorporated by reference to Exhibit 10.19
to our Annual Report on Form 10-K for the year ended December 31, 2003)
(File No. 0-22166).
|
8.
|
Form
of Amendments to Change of Control Agreement (incorporated by reference to
Exhibit 10.18 to our Annual Report on Form 10-K for the year ended
December 31, 2007) (File No. 0-22166).
|
9.
|
Sales
Incentive Program (incorporated by reference to Exhibit 10.21 to our
Annual Report on Form 10-K for the year ended December 31, 2003) (File No.
0-22166).
|
10.
|
Executive
Officer Profit Sharing Program (incorporated by reference to Exhibit 10.1
to our Current Report on Form 8-K dated January 23, 2007) (File No.
0-22166).
|
Year
Ended December 31,
|
2008
|
2007
|
||||||
Net
sales
|
$ | 17,217,477 | $ | 27,989,744 | ||||
Cost
of goods sold
|
8,949,602 | 13,918,687 | ||||||
Gross
profit
|
8,267,875 | 14,071,057 | ||||||
Operating
expenses:
|
||||||||
Selling,
general and administrative
|
6,519,929 | 6,522,170 | ||||||
Research
and development
|
3,018,141 | 3,535,340 | ||||||
Total
operating expenses
|
9,538,070 | 10,057,510 | ||||||
Income
(loss) from operations
|
(1,270,195 | ) | 4,013,547 | |||||
Interest
income, net
|
346,752 | 436,159 | ||||||
Income
(loss) before income taxes
|
(923,443 | ) | 4,449,706 | |||||
Income
tax benefit
|
(311,000 | ) | (2,247,000 | ) | ||||
Net
income (loss)
|
$ | (612,443 | ) | $ | 6,696,706 | |||
Income
(loss) per share:
|
||||||||
Basic
|
$ | (0.06 | ) | $ | 0.64 | |||
Diluted
|
(0.06 | ) | 0.62 | |||||
Weighted
average common shares outstanding:
|
||||||||
Basic
|
10,583,000 | 10,396,000 | ||||||
Diluted
|
10,583,000 | 10,726,000 |
December
31,
|
2008
|
2007
|
||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 11,628,962 | $ | 12,104,858 | ||||
Accounts
receivable, net of allowance for doubtfulaccounts of $40,000 in 2008 and
$46,000 in 2007
|
1,539,345 | 3,542,426 | ||||||
Inventories
|
9,161,840 | 7,694,869 | ||||||
Deferred
income taxes
|
127,000 | 315,000 | ||||||
Other
current assets
|
297,982 | 588,730 | ||||||
Total
current assets
|
22,755,129 | 24,245,883 | ||||||
Property
and equipment:
|
||||||||
Furniture
and fixtures
|
521,450 | 527,433 | ||||||
Equipment
|
1,203,214 | 1,269,690 | ||||||
Less
accumulated depreciation and amortization
|
(1,581,980 | ) | (1,612,089 | ) | ||||
Property
and equipment, net
|
142,684 | 185,034 | ||||||
Deferred
income taxes
|
2,489,000 | 2,002,000 | ||||||
Other
assets
|
214,947 | 150,238 | ||||||
Total
assets
|
$ | 25,601,760 | $ | 26,583,155 | ||||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Current
portion of long-term debt
|
$ | 11,678 | $ | 44,838 | ||||
Trade
accounts payable
|
571,224 | 781,866 | ||||||
Accrued
compensation
|
286,375 | 669,282 | ||||||
Other
accrued liabilities
|
632,733 | 933,886 | ||||||
Total
current liabilities
|
1,502,010 | 2,429,872 | ||||||
Long-term
debt, less current portion
|
— | 11,711 | ||||||
Commitments
and contingencies (See Note 10)
|
||||||||
Shareholders’
equity:
|
||||||||
Common
stock, $.001 par value; 30,000,000 sharesauthorized; 10,598,131 and
10,542,611 shares issuedand outstanding, respectively
|
10,598 | 10,543 | ||||||
Additional
paid-in capital
|
63,665,060 | 63,094,494 | ||||||
Accumulated
deficit
|
(39,575,908 | ) | (38,963,465 | ) | ||||
Total
shareholders’ equity
|
24,099,750 | 24,141,572 | ||||||
Total
liabilities and shareholders’ equity
|
$ | 25,601,760 | $ | 26,583,155 |
Common
Stock
|
Total
|
|||||||||||||||||||
Shares
|
Amount
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
Shareholders’
Equity
|
||||||||||||||||
Balance,
December 31, 2006
|
10,266,252 | $ | 10,266 | $ | 62,103,952 | $ | (45,660,171 | ) | $ | 16,454,047 | ||||||||||
Exercise
of stock options
|
276,359 | 277 | 616,661 | — | 616,938 | |||||||||||||||
Share-based
compensation expense
|
— | — | 360,420 | — | 360,420 | |||||||||||||||
Tax
benefit from stock option exercises
|
— | — | 13,461 | — | 13,461 | |||||||||||||||
Net
income
|
— | — | — | 6,696,706 | 6,696,706 | |||||||||||||||
Balance,
December 31, 2007
|
10,542,611 | 10,543 | 63,094,494 | (38,963,465 | ) | 24,141,572 | ||||||||||||||
Exercise
of stock options
|
165,159 | 165 | 455,767 | — | 455,932 | |||||||||||||||
Repurchase
of shares in connection with exercise of stock options
|
(109,639 | ) | (110 | ) | (487,451 | ) | — | (487,561 | ) | |||||||||||
Share-based
compensation expense
|
— | — | 602,250 | — | 602,250 | |||||||||||||||
Net
loss
|
— | — | — | (612,443 | ) | (612,443 | ) | |||||||||||||
Balance,
December 31, 2008
|
10,598,131 | $ | 10,598 | $ | 63,665,060 | $ | (39,575,908 | ) | $ | 24,099,750 |
Year
Ended December 31,
|
2008
|
2007
|
||||||
Cash
flows from operating activities:
|
||||||||
Net
income (loss)
|
$ | (612,443 | ) | $ | 6,696,706 | |||
Adjustments
to reconcile net income (loss) to net cash provided by (used in) operating
activities:
|
||||||||
Depreciation
and amortization
|
100,773 | 115,366 | ||||||
Share-based
compensation expense
|
602,250 | 360,420 | ||||||
Deferred
income taxes
|
(299,000 | ) | (2,317,000 | ) | ||||
Tax
benefit from stock option exercises
|
— | (13,461 | ) | |||||
Provision
for bad debts
|
(6,212 | ) | — | |||||
Provision
for excess and obsolete inventories
|
— | 179,000 | ||||||
Loss
on disposal of equipment
|
— | 2,043 | ||||||
Changes
in assets and liabilities:
|
||||||||
Accounts
receivable
|
2,009,293 | (1,378,050 | ) | |||||
Inventories
|
(1,466,971 | ) | (510,780 | ) | ||||
Other
current assets
|
62,707 | (106,811 | ) | |||||
Other
assets
|
72,665 | (71,801 | ) | |||||
Trade
accounts payable
|
(210,642 | ) | 291,602 | |||||
Accrued
compensation
|
(382,907 | ) | 290,535 | |||||
Other
accrued liabilities
|
(301,153 | ) | (498,649 | ) | ||||
Net
cash provided by (used in) operating activities
|
(431,640 | ) | 3,039,120 | |||||
Cash
flows from investing activities:
|
||||||||
Purchase
of property and equipment
|
(58,423 | ) | (105,672 | ) | ||||
Collection
of note receivable
|
90,667 | 188,155 | ||||||
Net
cash provided by investing activities
|
32,244 | 82,483 | ||||||
Cash
flows from financing activities:
|
||||||||
Proceeds
from exercise of stock options
|
56,469 | 616,938 | ||||||
Repurchase
of shares in connection with exercise of stock options
|
(88,098 | ) | — | |||||
Tax
benefit from stock option exercises
|
— | 13,461 | ||||||
Payments
on long-term debt
|
(44,871 | ) | (41,584 | ) | ||||
Net
cash provided by (used in) financing activities
|
(76,500 | ) | 588,815 | |||||
Increase
(decrease) in cash and cash equivalents
|
(475,896 | ) | 3,710,418 | |||||
Cash
and cash equivalents at beginning of year
|
12,104,858 | 8,394,440 | ||||||
Cash
and cash equivalents at end of year
|
$ | 11,628,962 | $ | 12,104,858 |
Accrual
Balance
at
beginning
of
year
|
Accruals
for
warranties
and
no-charge improvements
|
Settlements
made
|
Accrual
Balance
at
end
of
year
|
|||||||||||||
2007
|
$ | 366 | $ | 389 | $ | (479 | ) | $ | 276 | |||||||
2008
|
276 | 415 | (562 | ) | 129 |
Year
ended Dec. 31,
|
2008
|
2007
|
||||||
Weighted
average common shares outstanding
|
10,583 | 10,396 | ||||||
Potentially
dilutive stock options
|
— | 330 | ||||||
Weighted
average common shares outstanding, assuming
dilution
|
10,583 | 10,726 |
December
31,
|
2008
|
2007
|
||||||
Current
portion - included in “Other current assets”
|
$ | 106 | $ | 334 | ||||
Long-term
portion - included in “Other assets”
|
137 | — | ||||||
Total
note receivable
|
$ | 243 | $ | 334 |
Year ended
December 31,
|
2008
|
2007
|
||||||
Expected
dividend yield
|
0 | % | 0 | % | ||||
Expected
stock price volatility
|
42 | % | 56 | % | ||||
Risk-free
interest rate
|
2.5 | % | 4.5 | % | ||||
Expected
life of options (years)
|
3.5 | 3.5 |
Year
ended December 31,
|
2008
|
2007
|
||||||
Cost
of goods sold
|
$ | 81 | $ | 44 | ||||
Selling,
general and administrative
|
412 | 254 | ||||||
Research
and development
|
109 | 62 | ||||||
Total
share-based compensation expense
|
$ | 602 | $ | 360 |
Year
ended Dec. 31,
|
2008
|
2007
|
||||||
Interest
paid
|
$ | 2 | $ | 6 | ||||
Income
taxes paid (refunded), net
|
$ | (13 | ) | $ | 62 |
December
31,
|
2008
|
2007
|
||||||
Purchased
parts and completed subassemblies
|
$ | 5,978 | $ | 3,911 | ||||
Work-in-process
|
456 | 2,336 | ||||||
Finished
goods, including saleable demonstration equipment
|
2,686 | 1,343 | ||||||
Equipment
shipped, subject to revenue deferral
|
42 | 105 | ||||||
Total
inventories
|
$ | 9,162 | $ | 7,695 |
December
31,
|
2008
|
2007
|
||||||
Accrued
commissions
|
$ | 75 | $ | 114 | ||||
Accrued
warranty and no-charge equipment improvements
|
129 | 276 | ||||||
Customer
deposits and deferred revenue
|
61 | 189 | ||||||
Accrued
severance and related costs
|
102 | 93 | ||||||
Other
|
266 | 262 | ||||||
Total
other accrued liabilities
|
$ | 633 | $ | 934 |
2009
|
$ | 818 | ||
2010
|
347 | |||
2011
|
50 | |||
Total
minimum lease payments
|
$ | 1,215 |
Year
ended Dec. 31,
|
2008
|
2007
|
||||||
Paid
to shareholder
|
$ | 291 | $ | 295 | ||||
Paid
to others
|
536 | 508 | ||||||
Sublease/assigned
lease income
|
(521 | ) | (452 | ) | ||||
Total
net rent expense
|
$ | 306 | $ | 351 |
Number
Of
Shares
|
Weighted
Average Exercise Price
|
Weighted
Average
Remaining Contract Term
|
Aggregate
Intrinsic Value
(in
thousands)
|
||||||||||
Outstanding,
January 1, 2008
|
1,879,564 | $ | 3.41 | ||||||||||
Granted
|
440,000 | 3.19 | |||||||||||
Exercised
|
(165,159 | ) | 2.76 | ||||||||||
Forfeited
|
(47,378 | ) | 3.73 | ||||||||||
Expired
|
(288,883 | ) | 2.76 | ||||||||||
Outstanding,
December 31, 2008
|
1,818,144 | $ | 3.65 |
2.9
years
|
$ | — | |||||||
Options
at December 31, 2008
|
|||||||||||||
Exercisable
and expected to become exercisable
|
1,781,781 | $ | 3.65 |
2.9
years
|
$ | — | |||||||
Exercisable
|
985,746 | $ | 3.71 |
2.4
years
|
$ | — |
Options
Outstanding
|
Options
Exercisable
|
||||||||||||||||||
Range
of Exercise Prices
|
Number
Outstanding
|
Weighted
Average
Remaining
Contractual Life
|
Weighted
Average Exercise Price
|
Number
Exercisable
|
Weighted Average
Exercise Price
|
||||||||||||||
$ |
3.00
to 3.13
|
834,437 |
3.1
years
|
$ |
3.08
|
444,379 | $ | 3.07 | |||||||||||
3.87 to 4.81
|
983,707 |
2.8
years
|
4.14 | 541,367 | 4.24 | ||||||||||||||
$ |
3.00
to 4.81
|
1,818,144 |
2.9
years
|
$ | 3.65 | 985,746 | $ | 3.71 |
Year
ended December 31,
|
2008
|
2007
|
||||||
Current
tax expense:
|
||||||||
Federal
|
$ | — | $ | 62 | ||||
State
|
6 | 8 | ||||||
Total
current expense
|
6 | 70 | ||||||
Deferred
tax benefit:
|
||||||||
Federal
|
(283 | ) | (2,213 | ) | ||||
State
|
(34 | ) | (104 | ) | ||||
Total
deferred benefit
|
(317 | ) | (2,317 | ) | ||||
Total
income tax benefit
|
$ | (311 | ) | $ | (2,247 | ) |
Year
ended December 31,
|
2008
|
2007
|
||||||
Tax
computed at federal statutory rate
|
$ | (314 | ) | $ | 1,513 | |||
State
taxes, net of federal benefit
|
(48 | ) | 126 | |||||
Increase
(decrease) in tax from:
|
||||||||
Business
meals and entertainment
|
15 | 18 | ||||||
Tax
credits
|
23 | 22 | ||||||
Valuation
allowance change
|
— | (3,964 | ) | |||||
Other,
net
|
13 | 38 | ||||||
Reported
income tax benefit
|
$ | (311 | ) | $ | (2,247 | ) |
December
31,
|
2008
|
2007
|
||||||
Accounts
receivable
|
$ | 15 | $ | 17 | ||||
Inventories
|
643 | 711 | ||||||
Employee
compensation and benefits
|
428 | 229 | ||||||
Amortization
of intangibles
|
599 | 892 | ||||||
NOL
and tax credit carryforwards
|
22,489 | 21,969 | ||||||
Severance
and related cost accruals
|
36 | 33 | ||||||
Warranty
accrual
|
47 | 99 | ||||||
Other,
net
|
38 | 46 | ||||||
Deferred
tax assets
|
$ | 24,295 | $ | 23,996 | ||||
Less,
valuation allowance
|
(21,679 | ) | (21,679 | ) | ||||
Net
deferred tax assets
|
$ | 2,616 | $ | 2,317 |
December
31,
|
2008
|
2007
|
||||||
Current
assets
|
$ | 127 | $ | 315 | ||||
Noncurrent
assets
|
2,489 | 2,002 | ||||||
Total
|
$ | 2,616 | $ | 2,317 |
Year
ended December 31,
|
2008
|
2007
|
||||||
Test
handler products
|
59 | % | 69 | % | ||||
Reliability
test equipment products
|
15 | 17 | ||||||
Change
kits and spare parts
|
26 | 14 | ||||||
Total
|
100 | % | 100 | % |
Year
ended December 31,
|
2008
|
2007
|
||||||
United
States
|
$ | 2,625 | $ | 6,685 | ||||
Malaysia
|
7,986 | 9,296 | ||||||
Philippines
|
3,017 | 5,948 | ||||||
Thailand
|
163 | 2,021 | ||||||
Other
foreign countries
|
3,426 | 4,040 | ||||||
Total
|
$ | 17,217 | $ | 27,990 |
Percent
of total sales for
year
ended December 31,
|
Percent
of total accounts
receivable
as of December 31,
|
|||||||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||||||
Customer
A
|
40 | % | 37 | % | * | 49 | % | |||||||||
Customer
B
|
25 | % | 40 | % | 61 | % | 32 | % | ||||||||
Customer
C
|
11 | % | * | * | * | |||||||||||
Customer
D
|
* | * | 14 | % | 14 | % |
AETRIUM
INCORPORATED
|
|
Date: March
30, 2009
|
By: /s/ Joseph C.
Levesque
|
Joseph
C. Levesque
|
|
Chief
Executive Officer and President
|
|
(principal
executive officer)
|
|
By: /s/ Paul H.
Askegaard
|
|
Paul
H. Askegaard
|
|
Treasurer
|
|
(principal
financial and accounting
officer)
|
Signature
|
Title
|
|
/s/ Joseph C. Levesque
|
Chairman
of the Board
|
|
Joseph
C. Levesque
|
||
/s/ Darnell L. Boehm
|
Director
|
|
Darnell
L. Boehm
|
||
/s/ Terrence W. Glarner
|
Director
|
|
Terrence
W. Glarner
|
||
/s/ Daniel A. Carr
|
Director
|
|
Daniel
A. Carr
|
||
/s/ Douglas L. Hemer
|
Director
|
|
Douglas
L. Hemer
|
Item
No.
|
Item
|
Method of Filing
|
3.1
|
Our
Restated Articles of Incorporation, as amended.
|
Incorporated
by reference to Exhibit 3.1 to our Registration Statement on Form SB-2
(File No. 33-64962C).
|
3.2
|
Amendment
to Restated Articles of Incorporation
|
Incorporated
by reference to Exhibit 3.2 to our Quarterly Report for the quarter ended
September 30, 1998 (File No. 0-22166).
|
3.3
|
Our
Bylaws, as amended.
|
Incorporated
by reference to Exhibit 3.2 to our Registration Statement on Form SB-2
(File No. 33-64962C).
|
4.1
|
Specimen
Form of our Common Stock Certificate.
|
Incorporated
by reference to Exhibit 4.1 to our Registration Statement on Form SB-2
(File No. 33-64962C).
|
10.1
|
Employment
Agreement dated April 1, 1986, between Joseph C. Levesque and
us.
|
Incorporated
by reference to Exhibit 10.6 to our Registration Statement on Form SB-2
(File No. 33-64962C).
|
10.2
|
Standard
Industrial/Commercial Single-Tenant Lease, dated September 18, 1998,
between W.H. Pomerado, LLC and us, including addendum and material
exhibits to lease.
|
Incorporated
by reference to Exhibit 10.16 to our Annual Report on Form 10-K for the
year ended December 31, 1999 (File No. 0-22166).
|
10.3
|
2003
Stock Incentive Plan.
|
Incorporated
by reference to Exhibit 10.18 to our Annual Report on Form 10-K for the
year ended December 31, 2002 (File No. 0-22166).
|
10.4
|
Form
of Change of Control Agreement.
|
Incorporated
by reference to Exhibit 10.19 to our Annual Report on Form 10-K for the
year ended December 31, 2003 (File No. 0-22166).
|
10.5
|
Form
of Amendments to Change of Control Agreement
|
Incorporated
by reference to Exhibit 10.18 to our Annual Report on Form 10-K for the
year ended December 31, 2007 (File No. 0-22166).
|
10.6
|
Sales
Incentive Program.
|
Incorporated
by reference to Exhibit 10.21 to our Annual Report on Form 10-K for the
year ended December 31, 2003 (File No.
0-22166).
|
10.7
|
Business
Loan Agreement, dated October 24, 2008, between Bremer Bank and
us.
|
Incorporated
by reference to Exhibit 20.26 to our Quarterly Report on Form 10-Q for the
quarter ended September 30, 2008 (File No. 0-22166).
|
10.8
|
Note,
dated October 24, 2008, issued by us to Bremer Bank.
|
Incorporated
by reference to Exhibit 20.27 to our Quarterly Report on Form 10-Q for the
quarter ended September 30, 2008 (File No. 0-22166).
|
10.9
|
Commercial
Lease dated February 24, 2006 between Kamko I, LLC and us.
|
Incorporated
by reference to Exhibit 10.24 to our Annual Report on Form 10-K for the
year ended December 31, 2006 (File No. 0-22166).
|
10.10
|
Asset
Purchase Agreement, dated December 28, 2006, between WEB Technology, Inc.
and us.
|
Incorporated
by reference to Exhibit 10.1 to our Current Report on Form 8-K dated
January 5, 2007 (File No. 0-22166).
|
10.11
|
Executive
Officer Profit Sharing Program.
|
Incorporated
by reference to Exhibit 10.1 to our Current Report on Form 8-K dated
January 23, 2007 (File No. 0-22166).
|
14.1
|
Code
of Business Conduct and Ethics.
|
Incorporated
by reference to Exhibit 14.1 to our Annual Report on Form 10-K for the
year ended December 31, 2003 (File No. 0-22166).
|
21.1
|
Subsidiaries
of the Registrant.
|
Incorporated
by reference to Exhibit 21.1 to our Annual Report on Form 10-K for the
year ended December 31, 2007 (File No. 0-22166).
|
23.1
|
Independent
Registered Public Accounting Firm’s Consent.
|
Filed
herewith electronically.
|
31.1
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
Filed
herewith electronically.
|
31.2
|
Certification
of Chief Administrative Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
Filed
herewith electronically.
|
31.3
|
Certification
of Treasurer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
Filed
herewith electronically.
|
32.1
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
|
Filed
herewith
electronically.
|
Additions
|
||||||||||||||||||||
Description
|
Balance
at
beginning
of
year
|
Charged
(credited) to costs and expenses
|
Charged
to other accounts
|
Deductions
|
Balance
at
end
of
year
|
|||||||||||||||
Allowance
for doubtful accounts:
|
||||||||||||||||||||
2007
|
$ | 46 | $ | 0 | $ | 0 | $ | 0 | $ | 46 | ||||||||||
2008
|
46 | (6 | ) | 0 | 0 | 40 | ||||||||||||||
Inventory
excess and obsolescence reserve (1):
|
||||||||||||||||||||
2007
|
$ | 1,669 | $ | 179 | $ | 0 | $ | (88 | ) | $ | 1,760 | |||||||||
2008
|
1,760 | 0 | 0 | (198 | ) | 1,562 | ||||||||||||||
Valuation
allowance on deferred tax assets:
|
||||||||||||||||||||
2007
|
$ | 25,643 | $ | (3,964 | ) | $ | 0 | $ | 0 | $ | 21,679 | |||||||||
2008
|
21,679 | 0 | 0 | 0 | 21,679 |
(1)
|
Deductions
represent disposals of reserved
inventory.
|