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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Tiger Reef Inc (CE) | USOTC:TGRR | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.00 | 01:00:00 |
x |
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
o |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
Delaware
|
41-1844584
|
(State
or Other Jurisdiction
|
(I.R.S.
Employer Identification No.)
|
of
Incorporation or Organization)
|
|
One
Landmark Square, Stamford, Connecticut
|
06901
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Title
of each class
|
Name
of each exchange on which registered
|
None
|
Not
applicable
|
|
|
Page
|
PART
I
|
||
ITEM
1.
|
BUSINESS
|
1
|
ITEM
1A.
|
RISK
FACTORS
|
7
|
ITEM
1B.
|
UNRESOLVED
STAFF COMMENTS
|
14
|
ITEM
2.
|
PROPERTIES
|
15
|
ITEM
3.
|
LEGAL
PROCEEDINGS
|
15
|
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
16
|
PART
II
|
||
ITEM
5.
|
MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
|
17
|
ITEM
6.
|
SELECTED
CONSOLIDATED FINANCIAL DATA
|
20
|
ITEM
7.
|
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
21
|
ITEM
7A.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
31
|
ITEM
8.
|
FINANCIAL
STATEMENTS
|
33
|
ITEM
9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
64
|
ITEM
9A.
|
CONTROLS
AND PROCEDURES
|
64
|
ITEM
9B.
|
OTHER
INFORMATION
|
65
|
PART
III
|
||
ITEM
10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
66
|
ITEM
11.
|
EXECUTIVE
COMPENSATION
|
66
|
ITEM
12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
|
66
|
ITEM
13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
66
|
ITEM
14.
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
66
|
PART
IV
|
||
ITEM
15.
|
EXHIBITS,
FINANCIAL STATEMENT SCHEDULES
|
67
|
SIGNATURES
|
71
|
|
EXHIBIT
INDEX
|
72
|
Percentage
of Revenue
|
||||||||||
Product
Line
|
2007
|
2006
|
2005
|
|||||||
Profile
Cut
|
67
|
%
|
69
|
%
|
71
|
%
|
||||
Box
Enclosure
|
22
|
18
|
15
|
|||||||
Stack
and Weld
|
4
|
7
|
9
|
|||||||
Other
|
7
|
6
|
5
|
|||||||
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
Percentage
of Revenue
|
||||||||||
Class
of Customer
|
2007
|
2006
|
2005
|
|||||||
Aerial
Work Platforms (AWP)
|
47
|
%
|
47
|
%
|
48
|
%
|
||||
Cranes
|
22
|
19
|
15
|
|||||||
Elevator
|
11
|
13
|
15
|
|||||||
Other
|
20
|
21
|
22
|
|||||||
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
·
|
loss
of key employees, customers or suppliers of acquired
businesses;
|
·
|
diversion
of management's time and attention from our core
businesses;
|
·
|
adverse
effects on existing business relationships with suppliers and
customers;
|
·
|
our
ability to realize operating efficiencies, synergies, or other benefits
expected from an acquisition;
|
·
|
risks
associated with entering markets in which we have limited or no
experience;
|
·
|
risks
associated with our ability to execute successful due diligence;
and
|
·
|
assumption
of contingent or undisclosed liabilities of acquisition
targets.
|
|
•
|
|
incur
debt (including secured debt) or issue guarantees;
|
|
•
|
|
grant
liens on its assets;
|
|
•
|
|
make
certain investments;
|
|
•
|
|
enter
into sale and leaseback transactions;
|
|
•
|
|
enter
into transactions with its affiliates;
|
|
•
|
|
sell
certain assets;
|
|
•
|
|
repurchase
capital stock or make other restricted payments;
|
|
•
|
|
declare
or pay dividends or make other distributions to stockholders; and
|
|
•
|
|
enter
into merger or consolidations or make certain acquisitions.
|
Location
|
Approximate
Square Footage
|
Owned/Leased
|
Use of Property
|
|||
Corporate
|
||||||
Stamford,
Connecticut (1)
|
5,750
|
Leased
|
Headquarters
and
administrative
|
|||
Concord
Steel
|
||||||
Warren,
Ohio
|
133,000
|
Owned
|
Manufacturing and
administrative |
|||
Warren,
Ohio
|
4,006
|
Leased
|
Administrative
|
|||
Chicago
Heights, Illinois
|
187,000
|
Leased
|
Manufacturing
|
|||
Essington,
Pennsylvania
|
82,800
|
Leased
|
Manufacturing
|
(1)
|
The
Company has entered into a ten year lease with Reckson Operating
Partnership, L.P. for approximately 5,750 square feet of office
space.
|
Price
Range of
Common
Stock
|
|||||||
High
|
Low
|
||||||
2008
|
|||||||
First
quarter
|
|||||||
(through
March 14, 2008)
|
$
|
1.78
|
$
|
1.00
|
|||
2007
|
|||||||
First
Quarter
|
$
|
2.92
|
$
|
1.92
|
|||
Second
Quarter
|
$
|
2.98
|
$
|
2.05
|
|||
Third
Quarter
|
$
|
2.84
|
$
|
1.60
|
|||
Fourth
Quarter
|
$
|
2.05
|
$
|
1.19
|
|||
2006
|
|||||||
First
Quarter
|
$
|
0.75
|
$
|
0.55
|
|||
Second
Quarter
|
$
|
0.66
|
$
|
0.55
|
|||
Third
Quarter
|
$
|
1.80
|
$
|
0.63
|
|||
Fourth
Quarter
|
$
|
2.76
|
$
|
1.72
|
12/31/2002
|
12/31/2003
|
12/31/2004
|
12/31/2005
|
12/31/2006
|
12/31/2007
|
||||||||||||||
Stamford
Industrial Group
|
|
$100.00
|
|
$28.99
|
|
$53.62
|
|
$44.93
|
|
$177.54
|
|
$90.58
|
|||||||
NASDAQ
|
|
$100.00
|
|
$150.01
|
|
$162.89
|
|
$165.14
|
|
$180.85
|
|
$198.60
|
|||||||
Russell
2000
|
|
$100.00
|
|
$145.37
|
|
$170.08
|
|
$175.73
|
|
$205.61
|
|
$199.96
|
Plan Category
|
(A)
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
(B)
Weighted average exercise price of outstanding options, warrants and rights |
(C)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (A)) |
|||||||
Equity
compensation plans approved by security holders
(1)(2)
|
3,012,080
|
$
|
1.15
|
8,730,634
|
||||||
Equity
compensation plans not approved by security holders
|
— |
$
|
—
|
— | ||||||
Total
|
3,012,080
|
$
|
1.15
|
8,730,634
|
(1)
|
On
June 21, 2007 the Company’s stockholders approved the Company’s 2007 Stock
Incentive Plan (the “2007 Stock Incentive Plan”). Under the 2007 Stock
Incentive Plan, 10,000,000 shares of the Company’s common stock were
initially reserved for issuance and available for awards, subject
to an
automatic annual increase equal to 4% of the total number of shares
of the
Company’s common stock outstanding at the beginning of each fiscal year
(the “Annual Share Increase”). Awards under the 2007 Stock Incentive Plan
may include non-qualified stock options, incentive stock options,
stock
appreciation rights, restricted shares of common stock, restricted
units
and performance awards. Awards under the 2007 Stock Incentive Plan
may be
granted to employees, officers, directors, consultants, independent
contractors and advisors of the Company or any subsidiary of the
Company.
In any calendar year, no participant may receive awards under the
2007
Stock Incentive Plan for more than 2,500,000 shares of the Company’s
common stock. Additionally, no more than 2,500,000 of the total shares
of
common stock available for issuance under the 2007 Stock Incentive
Plan
may be granted in the form of restricted shares, restricted units
or
performance awards, subject to an automatic annual increase, beginning
with January in year 2008 and continuing through January in year
2017,
equal to 75% of the total number of shares of the Company’s common stock
increased pursuant to the Annual Share Increase. The 2007 Stock Incentive
Plan has a term of ten years expiring on June 21, 2017. As of December
31,
2007, the total number of awards granted under 2007 Plan were 2.9
million
and primarily represented replacement of awards granted to management
under our prior equity compensation
plans.
|
(2)
|
As
a result of stockholder approval of the 2007 Stock Incentive Plan,
the
Company's 1999 Plan has been frozen and will remain in effect only
to the
extent of awards outstanding under the plan as of June 21, 2007.
As of
December 31, 2007, the total number of awards granted under 1999
Plan were
0.1 million.
|
Years
Ended December 31,
|
||||||||||||||||
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||||
(in
thousands, except per share amounts)
|
||||||||||||||||
Statement
of Operations Data
|
||||||||||||||||
Revenues
|
$
|
110,743
|
$
|
24,078
|
$
|
118
|
$
|
927
|
$
|
2,584
|
||||||
Gross
margin
|
$
|
17,817
|
$
|
4,277
|
$
|
118
|
$
|
707
|
$
|
1,817
|
||||||
Operating
expenses (1)
|
$
|
11,760
|
$
|
11,576
|
$
|
553
|
$
|
2,671
|
$
|
7,971
|
||||||
Income
(loss) from operations
|
$
|
6,057
|
$
|
(7,299
|
)
|
$
|
(435
|
)
|
$
|
(1,964
|
)
|
$
|
(6,154
|
)
|
||
Other
income (expense), net
|
$
|
(2,822
|
)
|
$
|
(231
|
)
|
$
|
642
|
$
|
1,903
|
$
|
861
|
||||
Net
income (loss)
|
$
|
3,032
|
$
|
(7,753
|
)
|
$
|
207
|
$
|
(61
|
)
|
$
|
(5,293
|
)
|
|||
Basic
net income/(loss) per share
|
$
|
0.07
|
$
|
(0.24
|
)
|
$
|
0.01
|
$
|
—
|
$
|
(0.19
|
)
|
||||
Shares
used in basic calculation
|
$
|
41,749
|
32,577
|
28,918
|
28,574
|
27,683
|
||||||||||
Diluted
net income/(loss) per share
|
$
|
0.06
|
$
|
(0.24
|
)
|
$
|
0.01
|
$
|
—
|
$
|
(0.19
|
)
|
||||
Shares
used in diluted calculation
|
47,647
|
32,577
|
33,438
|
28,574
|
27,683
|
|||||||||||
Cash
distributions paid (2)
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
1.50
|
||||||
Balance
Sheet Data
|
||||||||||||||||
Cash
and cash equivalents
|
$
|
1,236
|
$
|
3,703
|
$
|
203
|
$
|
14,444
|
$
|
11,932
|
||||||
Marketable
securities
|
$
|
—
|
$
|
—
|
$
|
14,659
|
$
|
—
|
$
|
—
|
||||||
Working
capital
|
$
|
6,713
|
$
|
10,870
|
$
|
14,631
|
$
|
14,306
|
$
|
11,600
|
||||||
Total
assets
|
$
|
61,937
|
$
|
62,125
|
$
|
15,195
|
$
|
14,723
|
$
|
12,803
|
||||||
Long-term
liabilities, net of current portion
|
$
|
22,422
|
$
|
27,172
|
$
|
2,533
|
$
|
2,517
|
$
|
—
|
||||||
Total
stockholders’ equity
|
$
|
19,646
|
$
|
15,505
|
$
|
12,308
|
$
|
12,028
|
$
|
11,635
|
(1) |
On
September 30, 2006, the Company recorded a non-cash compensation
expense
of $7.5 million. The expense was for grants of restricted common
stock to
the Company’s board of directors and common stock to Kanders &
Company. See Note 15 to the consolidated financial
statements.
|
(2) |
On
September 2, 2003, the Company paid a return of capital cash distribution
to stockholders of record as of August 18, 2003 in the amount of
$1.50 per
share.
|
Years
Ended December 31,
|
||||||||||
January 1, 2006
to
October 3, 2006
|
2005
|
2004
|
||||||||
(in
thousands, except per share amounts)
|
||||||||||
Statement
of Operations Data
|
||||||||||
Revenues
|
$
|
61,625
|
$
|
64,404
|
$
|
45,911
|
||||
Gross
margin
|
$
|
13,274
|
$
|
10,693
|
$
|
8,204
|
||||
Gross
margin percentage
|
|
21.5
|
%
|
|
16.6
|
%
|
|
17.9
|
%
|
|
Operating
expenses
|
$
|
2,509
|
$
|
2,816
|
$
|
2,515
|
||||
Income
from operations
|
$
|
10,765
|
$
|
7,877
|
$
|
5,689
|
||||
Other
expense
|
$
|
4,043
|
$
|
593
|
$
|
512
|
||||
Net
income
|
$ |
6,511
|
$
|
7,228
|
$
|
5,012
|
||||
Balance
Sheet Data
|
||||||||||
Cash
and cash equivalents
|
$
|
—
|
$
|
1,003
|
$
|
79
|
||||
Working
capital
|
$
|
2,966
|
$
|
6,576
|
$
|
3,943
|
||||
Total
assets
|
$
|
29,103
|
$
|
20,208
|
$
|
14,740
|
||||
Long-term
liabilities, net of current portion
|
$
|
641
|
$
|
796
|
$
|
1,095
|
||||
Total
stockholders’ equity
|
$
|
8,976
|
$
|
9,792
|
$
|
6,512
|
Stamford Industrial
|
|
Stamford Industrial
|
|
Predecessor
|
|
|
|
|
|
|||||||
|
|
Group
Year Ended
December 31,
2007
|
|
Group
Year Ended
December 31,
2006
|
|
Company
January 1, 2006
to
October 3, 2006
|
|
Combined Total
|
|
Variance (1)
|
||||||
Revenues:
|
||||||||||||||||
Product
|
$
|
110,743
|
$ |
24,058
|
$
|
61,625
|
$
|
85,683
|
$
|
25,060
|
||||||
Service,
maintenance and royalty
|
—
|
20
|
—
|
20
|
(20
|
)
|
||||||||||
Total
revenues
|
110,743
|
24,078
|
61,625
|
85,703
|
25,040
|
|||||||||||
Cost of revenues: | ||||||||||||||||
Product
|
92,926
|
19,801
|
48,351
|
68,152
|
24,774
|
|||||||||||
Total
cost of revenues
|
92,926
|
19,801
|
48,351
|
68,152
|
24,774
|
|||||||||||
Gross
margin
|
17,817
|
4,277
|
13,274
|
17,551
|
266
|
|||||||||||
Operating
expenses:
|
||||||||||||||||
Sales
and marketing
|
1,315
|
322
|
912
|
1,234
|
81
|
|||||||||||
General
and administrative
|
9,938
|
3,616
|
1,597
|
5,213
|
4,725
|
|||||||||||
Related
party stock compensation
|
507
|
7,638
|
—
|
7,638
|
(7,131
|
)
|
||||||||||
Total
operating expenses
|
11,760
|
11,576
|
2,509
|
14,085
|
(2,325
|
)
|
||||||||||
Income
(loss) from operations
|
6,057
|
(7,299
|
)
|
10,765
|
3,466
|
2,591
|
||||||||||
Other
(expense) income:
|
||||||||||||||||
Interest
income
|
6
|
566
|
—
|
566
|
(560
|
)
|
||||||||||
Interest
expense
|
(2,691
|
)
|
(775
|
)
|
(507
|
)
|
(1,282
|
)
|
(1,409
|
)
|
||||||
Management
and loan guaranty fees
|
—
|
—
|
(710
|
)
|
(710
|
)
|
710
|
|||||||||
Other
(expense)
|
|
(137
|
)
|
(22
|
)
|
|
(2,826
|
)
|
(2,848
|
)
|
2,711
|
|||||
Total
other (expense) in
come,
net
|
(2,822
|
)
|
(231
|
)
|
(4,043
|
)
|
(4,274
|
)
|
1,452
|
|||||||
Income
(loss) before taxes
|
3,235
|
(7,530
|
)
|
6,722
|
(808
|
)
|
4,043
|
|||||||||
Provision
for income taxes
|
203
|
223
|
211
|
434
|
(231
|
)
|
||||||||||
Net
income (loss)
|
$ |
3,032
|
$ |
(7,753
|
)
|
$
|
6,511
|
$
|
(1,242
|
)
|
$
|
4,274
|
Stamford Industrial
Group Year Ended December 31, 2006 |
Predecessor
Company January 1, 2006 to October 3, 2006 |
Combined Total
|
Predecessor
Company Year Ended December 31, 2005 |
Variance (1)
|
||||||||||||
Revenues:
|
||||||||||||||||
Product
|
$
|
24,058
|
$
|
61,625
|
$
|
85,683
|
$
|
64,404
|
$
|
21,279
|
||||||
Service,
maintenance and royalty
|
20
|
—
|
20
|
—
|
20
|
|||||||||||
Total
revenues
|
24,078
|
61,625
|
85,703
|
64,404
|
21,299
|
|||||||||||
Cost
of revenues:
|
||||||||||||||||
Product
|
19,801
|
48,351
|
68,152
|
53,711
|
14,441
|
|||||||||||
Total
cost of revenues
|
19,801
|
48,351
|
68,152
|
53,711
|
14,441
|
|||||||||||
Gross
margin
|
4,277
|
13,274
|
17,551
|
10,693
|
6,858
|
|||||||||||
Operating
expenses:
|
||||||||||||||||
Sales
and marketing
|
322
|
912
|
1,234
|
999
|
235
|
|||||||||||
General
and administrative
|
3,616
|
1,597
|
5,213
|
1,817
|
3,396
|
|||||||||||
Related
party stock compensation
|
7,638
|
—
|
7,638
|
—
|
7,638
|
|||||||||||
Total
operating expenses
|
11,576
|
2,509
|
14,085
|
2,816
|
11,269
|
|||||||||||
(Loss)
income from operations
|
(7,299
|
)
|
10,765
|
3,466
|
7,877
|
(4,411
|
)
|
|||||||||
Other
(expense) income:
|
||||||||||||||||
Interest
income
|
566
|
—
|
566
|
—
|
566
|
|||||||||||
Interest
expense
|
(775
|
)
|
(507
|
)
|
(1,282
|
)
|
(270
|
)
|
(1,012
|
)
|
||||||
Management
and loan guaranty fees
|
—
|
(710
|
)
|
(710
|
)
|
(323
|
)
|
(387
|
)
|
|||||||
Other
(expense)
|
(22
|
)
|
(2,826
|
)
|
(2,848
|
)
|
—
|
(2,848
|
)
|
|||||||
Total
other (expense), net
|
(231
|
)
|
(4,043
|
)
|
(4,274
|
)
|
(593
|
)
|
(3,681
|
)
|
||||||
(Loss)
income before taxes
|
(7,530
|
)
|
6,722
|
(808
|
)
|
7,284
|
(8,092
|
)
|
||||||||
Provision
for income taxes
|
223
|
211
|
434
|
56
|
378
|
|||||||||||
Net
(loss) income
|
$
|
(7,753
|
)
|
$
|
6,511
|
$
|
(1,242
|
)
|
$
|
7,228
|
$
|
(8,470
|
)
|
STAMFORD INDUSTRIAL GROUP, INC. AND PREDECESSOR
THREE MONTHS ENDED
|
|||||||||||||||||||||||||
2007
|
|
2006
|
|
||||||||||||||||||||||
|
|
Dec. 31
|
|
Sep. 30
|
|
Jun. 30
|
|
Mar. 31
|
|
Dec. 31
|
|
Sep. 30
|
|
Jun. 30
|
|
Mar. 31
|
|
||||||||
|
|
(Amounts in
thousands, except per share amounts)
(Unaudited)
|
|||||||||||||||||||||||
Results
of Operations:
|
|||||||||||||||||||||||||
Revenues:
|
|||||||||||||||||||||||||
Product
|
$
|
26,361
|
$
|
28,197
|
$
|
28,281
|
$
|
27,904
|
$
|
24,945
|
$
|
22,095
|
$
|
20,475
|
$
|
18,168
|
|||||||||
Service,
maintenance and royalty
|
—
|
—
|
—
|
—
|
—
|
—
|
1
|
19
|
|||||||||||||||||
Total
revenues
|
26,361
|
28,197
|
28,281
|
27,904
|
24,945
|
22,095
|
20,476
|
18,187
|
|||||||||||||||||
Cost
of revenues:
|
|||||||||||||||||||||||||
Product
|
23,386
|
23,102
|
23,872
|
22,566
|
20,285
|
18,072
|
15,427
|
14,368
|
|||||||||||||||||
Total
cost of revenues
|
23,386
|
23,102
|
23,872
|
22,566
|
20,285
|
18,072
|
15,427
|
14,368
|
|||||||||||||||||
Gross
margin
|
2,975
|
5,095
|
4,409
|
5,338
|
4,660
|
4,023
|
5,049
|
3,819
|
|||||||||||||||||
Gross
margin percentage
|
11.3
|
%
|
18.1
|
%
|
15.6
|
%
|
19.1
|
%
|
18.7
|
%
|
18.2
|
%
|
24.7
|
%
|
21.0
|
%
|
|||||||||
Operating
expenses:
|
|||||||||||||||||||||||||
Sales
and Marketing
|
272
|
368
|
303
|
372
|
329
|
338
|
319
|
248
|
|||||||||||||||||
General
and administrative
|
1,910
|
2,933
|
2,367
|
2,728
|
3,081
|
859
|
719
|
554
|
|||||||||||||||||
Related
party stock compensation
|
113
|
132
|
133
|
129
|
96
|
7,542
|
—
|
—
|
|||||||||||||||||
Total
operating expenses
|
2,295
|
3,433
|
2,803
|
3,229
|
3,506
|
8,739
|
1,038
|
802
|
|||||||||||||||||
Income
(loss) from operations
|
680
|
1,662
|
1,606
|
2,109
|
1,154
|
(4,716
|
)
|
4,011
|
3,017
|
||||||||||||||||
Interest
income
|
—
|
—
|
—
|
6
|
47
|
184
|
176
|
159
|
|||||||||||||||||
Interest
expense
|
(756
|
)
|
(720
|
)
|
(544
|
)
|
(671
|
)
|
(780
|
)
|
(162
|
)
|
(171
|
)
|
(169
|
)
|
|||||||||
Other
income (expense), net
|
2
|
—
|
(17
|
)
|
(122
|
)
|
(1,462
|
)
|
(1,865
|
)
|
(124
|
)
|
(107
|
)
|
|||||||||||
(Loss)
income before income taxes
|
(74
|
)
|
942
|
1,045
|
1,322
|
(1,041
|
)
|
(6,559
|
)
|
3,892
|
2,900
|
||||||||||||||
(Benefit)
provision for income taxes
|
(433
|
)
|
331
|
(265
|
)
|
570
|
223
|
36
|
114
|
61
|
|||||||||||||||
Net
income (loss)
|
$
|
359
|
$
|
611
|
$
|
1,310
|
$
|
752
|
$
|
(1,264
|
)
|
$
|
(6,595
|
)
|
$
|
3
,778
|
$
|
2,839
|
Contractual
Obligations
|
Total
|
Less
than
1
year
|
1
- 3
years
|
3
- 5
years
|
More
Than
5
years
|
|||||||||||
Long-term
debt and notes payable
|
$
|
30,819
|
$
|
9,286
|
$
|
8,000
|
$
|
11,000
|
$
|
2,533
|
||||||
Estimated
interest on long-term debt
(1) (2)
|
4,562
|
1,634
|
2,377
|
484
|
67
|
|||||||||||
Non-cancelable
operating leases
|
7,555
|
1,051
|
2,134
|
1,668
|
2,702
|
|||||||||||
Total
|
$
|
42,936
|
$
|
11,971
|
$
|
12,511
|
$
|
13,152
|
$
|
5,302
|
(1) |
Variable
rates used were those in effect at
December
31, 2007.
|
(2) |
Interest
payments
related
to our short-term debt are not included in the table as they do not
represent a significant obligation as of December 31,
2007.
|
Page
|
||
Reports
of Independent Registered Public Accounting Firms
|
34
|
|
Consolidated
Balance Sheets – December 31, 2007 and 2006
|
38
|
|
Consolidated
Statements of Operations - Years ended December 31, 2007,
2006
and 2005, the period January 1, 2006 to October 3, 2006 (Predecessor)
and
the year ended December 31, 2005 (Predecessor)
|
39
|
|
Consolidated
Statement of Stockholders’ Equity and Comprehensive Income
(Loss) –
Years Ended December 31, 2007, 2006 and 2005
|
40
|
|
Consolidated
Statements of Cash Flows – Years Ended December 31, 2007,
2006
and 2005, the period January 1, 2006 to October 3, 2006 (Predecessor)
and
the year ended December 31, 2005 (Predecessor)
|
41
|
|
Notes
to the Consolidated Financial Statements
|
42
|
Years Ended
|
|||||||
December 31,
2007 |
December 31,
2006 |
||||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
1,236
|
$
|
3,703
|
|||
Accounts
receivable, net
|
8,341
|
9,276
|
|||||
Inventories
|
13,825
|
14,094
|
|||||
Deferred
tax asset
|
2,684
|
2,684
|
|||||
Prepaid
expenses and other current assets
|
496
|
561
|
|||||
Total
current assets
|
26,582
|
30,318
|
|||||
Property,
plant and equipment, net
|
8,608
|
3,773
|
|||||
Deferred
financing costs, net
|
645
|
797
|
|||||
Intangible
assets, net
|
20,524
|
21,572
|
|||||
Deferred
tax asset
|
5,368
|
5,368
|
|||||
Other
assets
|
210
|
297
|
|||||
Total
assets
|
$
|
61,937
|
$
|
62,125
|
|||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||
Current
liabilities:
|
|||||||
Notes
payable
|
$
|
5,286
|
$
|
3,286
|
|||
Current
portion of long-term debt
|
4,000
|
3,500
|
|||||
Accounts
payable
|
7,768
|
9,596
|
|||||
Accrued
expenses and other liabilities
|
2,815
|
2,890
|
|||||
Income
taxes payable
|
—
|
176
|
|||||
Total
current liabilities
|
19,869
|
19,448
|
|||||
Long-term
debt, less current portion
|
21,533
|
27,033
|
|||||
Other
long-term liabilities
|
889
|
139
|
|||||
Total
liabilities
|
42,291
|
46,620
|
|||||
Commitments
and contingencies (Note 13)
|
|||||||
Stockholders’
equity:
|
|||||||
Preferred
stock — $.0001 par value; 5,000 shares authorized; no shares issued or
outstanding
|
—
|
—
|
|||||
Common
stock — $.0001 par value; 100,000 shares authorized; 41,801 and 41,676
shares issued and
outstanding at December 31, 2007 and 2006, respectively
|
3
|
3
|
|||||
Additional
paid-in capital
|
246,346
|
245,237
|
|||||
Accumulated
deficit
|
(226,703
|
)
|
(229,735
|
) | |||
Total
stockholders’ equity
|
19,646
|
15,505
|
|||||
Total
liabilities and stockholders’ equity
|
$
|
61,937
|
$
|
62,125
|
Predecessor Company (1) | ||||||||||||||||
Years Ended
|
Year Ended
|
|||||||||||||||
|
January 1, 2006
|
|||||||||||||||
December 31,
|
December 31,
|
December 31,
|
to
|
December 31,
|
||||||||||||
2007
|
2006
|
2005
|
October 3, 2006
|
2005
|
||||||||||||
Revenues:
|
||||||||||||||||
Product
|
$
|
110,743
|
$
|
24,058
|
$
|
—
|
$
|
61,625
|
$
|
64,404
|
||||||
Service,
maintenance and royalty
|
—
|
20
|
118
|
—
|
—
|
|||||||||||
Total
revenues
|
110,743
|
24,078
|
118
|
61,625
|
64,404
|
|||||||||||
Cost
of revenues:
|
||||||||||||||||
Product
|
92,926
|
19,801
|
—
|
48,351
|
53,711
|
|||||||||||
Total
cost of revenues
|
92,926
|
19,801
|
—
|
48,351
|
53,711
|
|||||||||||
Gross
margin
|
17,817
|
4,277
|
118
|
13,274
|
10,693
|
|||||||||||
Operating
expenses:
|
||||||||||||||||
Sales
and marketing
|
1,315
|
322
|
—
|
912
|
999
|
|||||||||||
General
and administrative
|
9,938
|
3,616
|
553
|
1,597
|
1,817
|
|||||||||||
Related
party stock compensation
|
507
|
7,638
|
—
|
—
|
—
|
|||||||||||
Total
operating expenses
|
11,760
|
11,576
|
553
|
2,509
|
2,816
|
|||||||||||
Income
(loss) from operations
|
6,057
|
(7,299
|
)
|
(435
|
)
|
10,765
|
7,877
|
|||||||||
Other
(expense) income:
|
||||||||||||||||
Interest
income
|
6
|
566
|
454
|
—
|
—
|
|||||||||||
Interest
expense
|
(2,691
|
)
|
(775
|
)
|
(68
|
)
|
(507
|
)
|
(270
|
)
|
||||||
Management
and loan guaranty fees
|
—
|
—
|
—
|
(710
|
)
|
(323
|
)
|
|||||||||
Other
(expense) income
|
(137
|
)
|
(22
|
)
|
256
|
(2,826
|
)
|
—
|
||||||||
Total
other (expense) income, net
|
(2,822
|
)
|
(231
|
)
|
642
|
(4,043
|
)
|
(593
|
)
|
|||||||
Income
(loss) before taxes
|
3,235
|
(7,530
|
)
|
207
|
6,722
|
7,284
|
||||||||||
Provision
for income taxes
|
203
|
223
|
—
|
211
|
56
|
|||||||||||
Net
income (loss)
|
$
|
3,032
|
$
|
(7,753
|
)
|
$
|
207
|
$
|
6,511
|
$
|
7,228
|
|||||
Basic
net income (loss) per share
|
$
|
0.07
|
$
|
(0.24
|
)
|
$
|
0.01
|
|||||||||
Shares
used in basic calculation
|
41,749
|
32,577
|
28,918
|
|||||||||||||
Diluted
net income (loss) per share
|
$
|
0.06
|
$
|
(0.24
|
)
|
$
|
0.01
|
|||||||||
Shares
used in diluted calculation
|
47,647
|
32,577
|
33,438
|
Accumulated
|
|||||||||||||||||||||||||
|
Additional
|
Other
|
Unearned
|
Total
|
|||||||||||||||||||||
Common Stock
|
Paid-in
|
Comprehensive
|
Stock
|
Accumulated
|
Stockholders'
|
Comprehensive
|
|||||||||||||||||||
Shares | Amount |
Capital
|
Income (Loss)
|
Compensation
|
Deficit
|
Equity
|
Income (Loss)
|
||||||||||||||||||
Balance,
December 31, 2004
|
29,282
|
$
|
2
|
$
|
234,350
|
$
|
—
|
$
|
(135
|
)
|
$
|
(222,189
|
)
|
$
|
12,028
|
||||||||||
Restricted
stock grant and related compensation
|
66
|
—
|
50
|
—
|
27
|
—
|
77
|
||||||||||||||||||
Change
in unrealized loss on available-for-sale securities
|
—
|
—
|
—
|
(4
|
)
|
—
|
—
|
(4
|
)
|
$
|
(4
|
)
|
|||||||||||||
Net
income
|
—
|
—
|
—
|
—
|
—
|
207
|
207
|
207
|
|||||||||||||||||
Balance,
December 31, 2005
|
29,348
|
$
|
2
|
$
|
234,400
|
$
|
(4
|
)
|
$
|
(108
|
)
|
$
|
(221,982
|
)
|
$
|
12,308
|
$
|
203
|
|||||||
Exercise
of stock options
|
100
|
—
|
74
|
—
|
—
|
—
|
74
|
||||||||||||||||||
Restricted
stock grant and related compensation
|
425
|
—
|
399
|
—
|
108
|
—
|
507
|
||||||||||||||||||
Registered
stock issued to CRC
|
3,529
|
—
|
3,000
|
—
|
|
—
|
3,000
|
||||||||||||||||||
Unregistered
stock issued
|
8,274
|
1
|
7,364
|
—
|
—
|
—
|
7,365
|
||||||||||||||||||
Change
in unrealized loss on available-for-sale securities
|
—
|
—
|
—
|
4
|
—
|
—
|
4
|
$
|
4
|
||||||||||||||||
Net
loss
|
—
|
—
|
—
|
—
|
—
|
(7,753
|
)
|
(7,753
|
)
|
(7,753
|
)
|
||||||||||||||
Balance,
December 31, 2006
|
41,676
|
$
|
3
|
$
|
245,237
|
$ |
—
|
$
|
—
|
$
|
(229,735
|
)
|
$
|
15,505
|
$
|
(7,749
|
)
|
||||||||
Exercise
of stock options
|
84
|
—
|
47
|
—
|
—
|
—
|
47
|
||||||||||||||||||
Stock
based compensation
|
—
|
—
|
1,264
|
—
|
—
|
—
|
1,264
|
||||||||||||||||||
Reclassification
of paid-in capital to long-term liability
|
—
|
—
|
(298
|
)
|
—
|
—
|
—
|
(298
|
)
|
||||||||||||||||
Related
party stock compensation
|
41
|
—
|
96
|
—
|
—
|
—
|
96
|
||||||||||||||||||
Net
income
|
—
|
—
|
—
|
—
|
—
|
3,032
|
3,032
|
$
|
3,032
|
||||||||||||||||
Balance,
December 31, 2007
|
41,801
|
$
|
3
|
$
|
246,346
|
$
|
—
|
$
|
—
|
$ |
(226,703
|
)
|
$
|
19,646
|
$
|
3,032
|
Predecessor Company (1) | ||||||||||||||||
Years Ended
|
Year Ended
|
|||||||||||||||
|
January 1, 2006
|
|||||||||||||||
December 31,
|
December 31,
|
December 31,
|
to
|
December 31,
|
||||||||||||
2007
|
2006
|
2005
|
October 3, 2006
|
2005
|
||||||||||||
Cash
flows from operating activities:
|
||||||||||||||||
Net
income (loss)
|
$
|
3,032
|
$
|
(7,753
|
)
|
$
|
207
|
$
|
6,511
|
$
|
7,228
|
|||||
Reconciliation
of net income (loss) to net cash provided by operating
activities:
|
||||||||||||||||
Depreciation
|
586
|
71
|
—
|
414
|
443
|
|||||||||||
Amortization
of intangible assets
|
1,048
|
261
|
—
|
3
|
4
|
|||||||||||
Provision
for doubtful accounts
|
2
|
—
|
—
|
13
|
(20
|
)
|
||||||||||
Amortization
of debt issuance costs
|
152
|
60
|
29
|
—
|
—
|
|||||||||||
Amortization
of discount on notes payable
|
—
|
—
|
16
|
—
|
—
|
|||||||||||
Stock-based
compensation
|
1,665
|
330
|
77
|
—
|
—
|
|||||||||||
Related
party stock compensation
|
96
|
7,542
|
—
|
—
|
—
|
|||||||||||
(Discount
of) premium on investments, net
|
—
|
—
|
(174
|
)
|
—
|
—
|
||||||||||
Changes
in assets and liabilities:
|
||||||||||||||||
Accounts
receivable
|
933
|
955
|
—
|
(5,930
|
)
|
(114
|
)
|
|||||||||
Inventory
|
269
|
(1,945
|
)
|
—
|
312
|
(3,986
|
)
|
|||||||||
Prepaid
expenses and other current assets
|
65
|
(343
|
)
|
(83
|
)
|
122
|
(47
|
)
|
||||||||
Other
assets
|
87
|
(172
|
)
|
—
|
—
|
—
|
||||||||||
Accounts
payable
|
(1,828
|
)
|
2,846
|
—
|
3,408
|
988
|
||||||||||
Accrued
expenses and other liabilities
|
(251
|
)
|
(798
|
)
|
176
|
51
|
385
|
|||||||||
Other
liabilities
|
51
|
—
|
—
|
—
|
(588
|
)
|
||||||||||
Net
cash provided by operating activities
|
5,907
|
1,054
|
248
|
4,904
|
4,293
|
|||||||||||
Cash
flows from investing activities:
|
||||||||||||||||
Acquisition
of Concord Steel, net of cash acquired
|
—
|
(45,335
|
)
|
—
|
—
|
—
|
||||||||||
Purchases
of short-term investments and marketable securities
|
—
|
—
|
(20,539
|
)
|
(3,312
|
)
|
—
|
|||||||||
Sales
and maturities of short-term investments and marketable
securities
|
—
|
14,663
|
6,050
|
—
|
—
|
|||||||||||
Capital
expenditures for property and equipment
|
(5,421
|
)
|
(624
|
)
|
—
|
(570
|
)
|
(824
|
)
|
|||||||
Net
cash used in investing activities
|
(5,421
|
)
|
(31,296
|
)
|
(14,489
|
)
|
(3,882
|
)
|
(824
|
)
|
||||||
Cash
flows from financing activities:
|
||||||||||||||||
Net
proceeds on line of credit
|
2,000
|
3,286
|
—
|
6,613
|
1,708
|
|||||||||||
Proceeds
from long-term debt
|
—
|
28,000
|
—
|
—
|
—
|
|||||||||||
Debt
issuance costs
|
—
|
(618
|
)
|
—
|
—
|
—
|
||||||||||
Principal
payments on long-term debt
|
(5,000
|
)
|
—
|
—
|
(208
|
)
|
(305
|
)
|
||||||||
Distributions
to members
|
—
|
—
|
—
|
(8,430
|
)
|
(3,948
|
)
|
|||||||||
Proceeds
from sale of common stock
|
—
|
3,000
|
—
|
—
|
—
|
|||||||||||
Proceeds
from exercise of stock options and warrants
|
47
|
74
|
—
|
—
|
—
|
|||||||||||
Net
cash (used in) provided by financing activities
|
(2,953
|
)
|
33,742
|
—
|
(2,025
|
)
|
(2,545
|
)
|
||||||||
Net
(decrease) increase in cash and cash equivalents
|
(2,467
|
)
|
3,500
|
(14,241
|
)
|
(1,003
|
)
|
924
|
||||||||
Cash
and cash equivalents at beginning of year
|
3,703
|
203
|
14,444
|
1,003
|
79
|
|||||||||||
Cash
and cash equivalents at end of year
|
$
|
1,236
|
$
|
3,703
|
$
|
203
|
$
|
-
|
$
|
1,003
|
||||||
Supplemental
cash flow disclosure:
|
||||||||||||||||
Interest
paid
|
$
|
2,825
|
$
|
73
|
$
|
68
|
$
|
—
|
$
|
264
|
||||||
Taxes
paid
|
$
|
306
|
$
|
132
|
$
|
—
|
$
|
—
|
$ |
14
|
||||||
Increase
in other long term liabilities and decrease in paid-in capital
(See
Note 8).
|
$ | 298 | $ | — | $ | — | $ | — | $ | — |
December
31,
|
December
31,
|
||||||
2007
|
2006
|
||||||
Finished
goods
|
$
|
101
|
$
|
89
|
|||
Work-in-process
|
1,197
|
613
|
|||||
Raw
materials
|
12,527
|
13,392
|
|||||
$
|
13,825
|
$
|
14,094
|
December
31,
|
December
31,
|
||||||
2007
|
2006
|
||||||
Land
|
$
|
350
|
$
|
350
|
|||
Building
and improvements
|
1,294
|
883
|
|||||
Leasehold
improvements
|
1,275
|
—
|
|||||
Machinery
and equipment
|
5,361
|
1,878
|
|||||
Office
equipment and furniture
|
985
|
196
|
|||||
Construction
in progress
|
—
|
537
|
|||||
9,265
|
3,844
|
||||||
Less:
Accumulated depreciation
|
(657
|
)
|
(71
|
)
|
|||
Property,
plant and equipment, net
|
$
|
8,608
|
$
|
3,773
|
December
31, 2007
|
|||||||||||||
Accumulated
|
|||||||||||||
Gross
|
Amortization
|
Net
|
Life
|
||||||||||
Intangibles
subject to amortization:
|
|||||||||||||
Customer
relationships
|
$
|
12,399
|
$
|
(1,294
|
)
|
$
|
11,105
|
12
yrs
|
|||||
Non-compete
agreements
|
37
|
(15
|
)
|
22
|
3
yrs
|
||||||||
Intangibles
not subject to amortization:
|
|||||||||||||
Trade
name
|
9,397
|
—
|
9,397
|
—
|
|||||||||
Intangibles,
net
|
$
|
21,833
|
$
|
(1,309
|
)
|
$
|
20,524
|
December
31, 2006
|
|||||||||||||
Accumulated
|
|||||||||||||
Gross
|
Amortization
|
Net
|
Life
|
||||||||||
Intangibles
subject to amortization:
|
|||||||||||||
Customer
relationships
|
$
|
12,399
|
$
|
(258
|
)
|
$
|
12,141
|
12
yrs
|
|||||
Non-compete
agreements
|
37
|
(3
|
)
|
34
|
3
yrs
|
||||||||
Intangibles
not subject to amortization:
|
|||||||||||||
Trade
name
|
9,397
|
—
|
9,397
|
—
|
|||||||||
Intangibles,
net
|
$
|
21,833
|
$
|
(261
|
)
|
$
|
21,572
|
2008
|
2009
|
2010
|
2011
|
2012
|
||||||||||||
Intangibles
subject to amortization:
|
||||||||||||||||
Customer
relationships
|
$
|
1,033
|
$
|
1,033
|
$
|
1,033
|
$
|
1,033
|
$
|
1,033
|
||||||
Non-compete
agreements
|
12
|
10
|
—
|
—
|
—
|
|||||||||||
$
|
1,045
|
$
|
1,043
|
$
|
1,033
|
$
|
1,033
|
$
|
1,033
|
December
31,
2007 |
December
31,
2006 |
||||||
Accrued
compensation, benefits and commissions
|
$
|
705
|
$
|
706
|
|||
Accrued
interest payable
|
339
|
701
|
|||||
Accrued
professional services
|
343
|
25
|
|||||
Accrued
insurance
|
426
|
216
|
|||||
Accrued
property taxes
|
33
|
41
|
|||||
Accrued
other liabilities
|
969
|
1,201
|
|||||
$
|
2,815
|
$
|
2,890
|
December
31,
|
|||||||
2007
|
2006
|
||||||
Five-Year
Senior Secured Term Loan Due June 30, 2011
|
$
|
23,000
|
$
|
28,000
|
|||
2%
Convertible Note Due April 21, 2014
|
2,533
|
2,533
|
|||||
Total
long-term debt and notes payable
|
$
|
25,533
|
$
|
30,533
|
|||
Less:
Current portion of long-term debt
|
(4,000
|
)
|
(3,500
|
)
|
|||
Long-term
debt and notes payable, less current portion
|
$ |
21,533
|
$
|
27,033
|
2008
|
$
|
4,000
|
||
2009
|
4,000
|
|||
2010
|
4,000
|
|||
2011
|
11,000
|
|||
2012
|
—
|
|||
Thereafter
|
2,533
|
|||
Total
|
$
|
25,533
|
December
31,
2007 |
December
31,
2006 |
||||||
Deferred
compensation
|
$
|
699
|
$
|
—
|
|||
Accrued
interest payable
|
190
|
139
|
|||||
$
|
889
|
$
|
139
|
December
31,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
Basic
net income (loss) per share calculation:
|
||||||||||
Net
income (loss)
|
$
|
3,032
|
$
|
(7,753
|
)
|
$
|
207
|
|||
Weighted
average common shares - basic
|
41,749
|
32,577
|
28,918
|
|||||||
Basic
net income (loss) per share
|
$
|
0.07
|
$
|
(0.24
|
)
|
$
|
0.01
|
|||
Diluted
income (loss) per share calculation:
|
||||||||||
Net
income (loss)
|
$
|
3,032
|
$
|
(7,753
|
)
|
$
|
207
|
|||
Weighted
average common shares - basic
|
41,749
|
32,577
|
28,918
|
|||||||
Effect
of dilutive stock options
|
77
|
—
|
47
|
|||||||
Effect
of restricted stock awards
|
55
|
—
|
252
|
|||||||
Effect
of convertible note
|
5,628
|
—
|
4,221
|
|||||||
Effect
of stock fee
|
138
|
—
|
-
|
|||||||
Weighted
average common shares - diluted
|
47,647
|
32,577
|
33,438
|
|||||||
Diluted
net income (loss) per share
|
$
|
0.06
|
$
|
(0.24
|
)
|
$
|
0.01
|
For the Years Ended
December 31, |
||||||||||
2007
|
2006
|
2005
|
||||||||
Current:
|
||||||||||
Federal
|
$
|
60
|
$
|
—
|
$
|
—
|
||||
State
|
143
|
223
|
—
|
|||||||
$
|
203
|
$
|
223
|
$
|
—
|
December
31,
|
|||||||
2007
|
2006
|
||||||
Deferred
tax assets:
|
|||||||
Net
operating loss carry-forwards
|
$
|
42,036
|
$
|
42,986
|
|||
Research
and development credit carry-forwards
|
151
|
151
|
|||||
Intangible
assets and other accrued / current Liabilities
|
1,251
|
1,216
|
|||||
AMT
credit
|
60
|
—
|
|||||
Total
deferred tax assets
|
43,498
|
44,353
|
|||||
Valuation
allowance
|
(35,446
|
)
|
(36,301
|
)
|
|||
Total
net deferred income taxes
|
$
|
8,052
|
$
|
8,052
|
December
31,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
Computed
"expected" income tax expense (benefit)
|
34.0
|
%
|
(34.0)
|
%
|
34.0
|
%
|
||||
Increase
(decrease) in income taxes resulting from:
|
||||||||||
State
income taxes, net of federal income taxes and credits
|
2.5
|
—
|
5.0
|
|||||||
State
net operating loss adjustment
|
—
|
—
|
(8.4
|
)
|
||||||
Non-cash
stock compensation
|
—
|
12.7
|
—
|
|||||||
Change
in valuation allowance and other items
|
(29.8
|
)
|
24.3
|
(30.6
|
)
|
|||||
Income
tax expense
|
6.7
|
%
|
3.0
|
%
|
—
|
%
|
2007
|
2006
|
2005
|
||||||||
Expected
Volatility
|
46.0% - 51.9
|
%
|
50.0
|
%
|
57.0
|
%
|
||||
Expected
dividends
|
0.0
|
%
|
0.0
|
%
|
0.0
|
%
|
||||
Expected
term (in years)
|
4
|
5
|
5
|
|||||||
Risk
free rate
|
4.4
|
%
|
4.7
|
%
|
4.0
|
%
|
||||
Weighted-average
fair value of options granted
|
|
$0.58
|
|
$0.80
|
|
$0.37
|
Options
|
Shares
(000)
|
Weighted-
Average
Exercise
Price
|
Weighted-
Average
Remaining
Contractual
Term (years)
|
Aggregate
Intrinsic
Value
|
|||||||||
Outstanding
at January 1, 2006
|
321
|
$
|
0.68
|
||||||||||
Granted
|
1,370
|
$
|
0.81
|
||||||||||
Exercised
|
(100
|
)
|
$
|
0.75
|
|||||||||
Forfeited
or expired
|
—
|
—
|
|||||||||||
Outstanding
at December 31, 2006
|
1,591
|
$
|
0.80
|
8.2
|
$
|
2,625
|
|||||||
Vested
or expected to vest at December 31, 2006
|
1,591
|
$
|
0.80
|
8.2
|
$
|
2,625
|
|||||||
Exercisable
at December 31, 2006
|
186
|
$
|
0.61
|
8.0
|
$
|
342
|
Options
|
Shares
(000)
|
Weighted-
Average
Exercise
Price
|
Weighted-
Average
Remaining
Contractual
Term (years)
|
Aggregate
Intrinsic
Value
|
|||||||||
Outstanding
at January 1, 2007
|
1,591
|
$
|
0.80
|
||||||||||
Granted
|
1,533
|
$
|
1.29
|
||||||||||
Exercised
|
(84
|
)
|
$
|
0.57
|
|||||||||
Forfeited
or expired
|
(1,499
|
)
|
$
|
0.87
|
|||||||||
Outstanding
at December 31, 2007
|
1,541
|
$
|
1.22
|
6.4
|
$
|
39
|
|||||||
Vested
or expected to vest at December 31, 2007
|
1,541
|
$
|
1.22
|
6.4
|
$
|
39
|
|||||||
Exercisable
at December 31, 2007
|
576
|
$
|
1.20
|
7.0
|
$
|
28
|
Nonvested Restricted Shares
|
Shares
(000)
|
Weighted-
Average
Grant Date
Fair Value
|
|||||
Nonvested
at January 1, 2006
|
310
|
$
|
0.54
|
||||
Granted
|
506
|
$
|
0.92
|
||||
Vested
|
(356
|
)
|
$
|
0.89
|
|||
Forfeited
|
—
|
—
|
|||||
Nonvested
at December 31, 2006
|
460
|
$
|
1.15
|
Nonvested Restricted Shares
|
Shares
(000)
|
Weighted-
Average
Grant Date
Fair Value
|
|||||
Nonvested
at January 1, 2007
|
460
|
$
|
1.35
|
||||
Granted
|
—
|
—
|
|||||
Vested
|
(460
|
)
|
1.35
|
||||
Forfeited
|
—
|
—
|
|||||
Nonvested
at December 31, 2007
|
—
|
—
|
Performance Options
|
Shares
(000)
|
Weighted
Average
Exercise Price
|
Remaining
Contractual
Term (years)
|
Aggregate
Intrinsic Value
|
|||||||||
Outstanding
at January 1, 2006
|
—
|
||||||||||||
Granted
|
1,371
|
$
|
0.81
|
||||||||||
Exercised
|
—
|
||||||||||||
Forfeited or expired |
—
|
||||||||||||
Outstanding
at December 31, 2006
|
1,371
|
$
|
0.81
|
9.75
|
$
|
2,255
|
|||||||
Vested
or expected to vest at December 31, 2006
|
1,371
|
$
|
0.81
|
9.75
|
$
|
2,255
|
|||||||
Exercisable
at December 31, 2006
|
—
|
$
|
—
|
—
|
$
|
—
|
Performance Options
|
Shares
(000)
|
Weighted
Average
Exercise Price
|
Remaining
Contractual
Term (years)
|
Aggregate
Intrinsic Value
|
|||||||||
Outstanding
at January 1, 2007
|
1,371
|
$
|
0.81
|
||||||||||
Granted
|
1,533
|
$
|
1.29
|
||||||||||
Exercised
|
—
|
||||||||||||
Forfeited
or expired
|
(1,433
|
)
|
$
|
0.88
|
|||||||||
Outstanding
at December 31, 2007
|
1,471
|
$
|
1.25
|
9.99
|
$
|
—
|
|||||||
Vested
or expected to vest at December 31,
2007
|
1,471
|
$
|
1.25
|
9.99
|
$
|
—
|
|||||||
Exercisable
at December 31, 2007
|
—
|
$
|
—
|
—
|
$
|
—
|
Year Ended
December 31, 2005
(000)
|
||||
Net
income, as reported
|
$
|
207
|
||
Add:
Stock-based employee compensation expense included in reported
net
income
|
77
|
|||
Deduct:
Total stock-based employee compensation expense determined under
fair
value based method for all awards
|
(96
|
)
|
||
Pro
forma net income
|
$
|
188
|
||
Basic
net income per share:
|
||||
As
reported
|
$
|
0.01
|
||
Pro
forma
|
$
|
0.01
|
||
Diluted
net income per share:
|
||||
As
reported
|
$
|
0.01
|
||
Pro
forma
|
$
|
0.01
|
Operating
|
||||
Leases
|
||||
2008
|
$
|
1,051
|
||
2009
|
1,062
|
|||
2010
|
1,072
|
|||
2011
|
940
|
|||
2012
|
728
|
|||
Thereafter
|
2,702
|
|||
|
$
|
7,555
|
Cash,
net
|
$
|
10,981
|
||
Notes
payable from bank
|
31,286
|
|||
Transaction
costs
|
3,068
|
|||
Purchase
price
|
$
|
45,335
|
Assets
acquired:
|
|
|||
Accounts
receivable
|
$
|
10,231
|
||
Inventory
|
12,149
|
|||
Property,
plant and equipment
|
3,220
|
|||
Goodwill
|
3,154
|
|||
Intangible
assets
|
24,516
|
|||
Other
assets
|
868
|
|||
54,138
|
||||
Liabilities
assumed:
|
|
|||
Accounts
payable
|
(6,704
|
)
|
||
Accrued
expenses and other liabilities
|
(1,034
|
)
|
||
Other
current liabilities
|
(1,065
|
)
|
||
(8,803
|
)
|
|||
Net
purchase price
|
$
|
45,335
|
|
Years
Ended December 31,
|
||||||
2006
|
2005
|
||||||
Net
(loss) income
|
$
|
(1,461
|
)
|
$
|
3,550
|
||
Basic
net (loss) income per share:
|
$
|
(0.04
|
)
|
$
|
0.11
|
||
|
|
|
|||||
Diluted
net (loss) income per share:
|
$
|
(0.04
|
)
|
$
|
0.10
|
Exhibit
Number
|
Description
|
|
2.1
|
Patent
Purchase Agreement, dated December 30, 2003, between Thalveg Data
Flow LLC
and Net Perceptions, Inc., as amended on March 31, 2004 (filed
as Exhibit
2.1 to our Current Report on Form 8-K filed with the Securities
and
Exchange Commission on April 1, 2004).
|
|
3.1
|
Amended
and Restated Certificate of Incorporation (filed as Exhibit 3.1
to our
Registration Statement on Form S-1) (Registration No.
333-71919).
|
|
3.2
|
Certificate
of Amendment to the Amended and Restated Certificate of Incorporation
(filed as Exhibit 3.1(b) to our Annual Report on Form 10-K for
the Fiscal
Year Ended December 31, 2002 filed with the Securities and Exchange
Commission on March 26, 2003).
|
|
3.3
|
Certificate
of Amendment to the Amended and Restated Certificate of Incorporation
(filed as Appendix A of the Net Perceptions, Inc. Definitive Proxy
Statement filed with the Securities and Exchange Commission on
May 11,
2007).
|
|
3.4
|
Amended
and Restated Bylaws as amended through August 5, 2003 (filed as
Exhibit
3.2 to our Quarterly Report on Form 10-Q for the Quarter Ended
June 30,
2003 filed with the Securities and Exchange Commission on August
14,
2003).
|
|
4.1
|
Specimen
common stock certificate (filed as Exhibit 4.2 to our Registration
Statement on Form S-1/A) (Registration No. 333-71919).
|
|
4.2
|
Specimen
common stock certificate (including Rights Agreement Legend) (filed
as
Exhibit 4.4 to our Quarterly Report on Form 10-Q for the Quarter
Ended
June 30, 2001 filed with the Securities and Exchange Commission
on August
14, 2001).
|
|
4.3
|
Rights
Agreement between Net Perceptions, Inc. and Wells Fargo Bank Minnesota,
as
Rights Agent (filed as Exhibit 1 to our Registration Statement
on Form
8-A12G filed with the Securities and Exchange Commission on June
6, 2001).
|
|
4.4
|
Amendment
No. 1 to Rights Agreement between Net Perceptions, Inc. and Wells
Fargo
Bank Minnesota, as Rights Agent dated as of December 22, 2003 (filed
as
Exhibit 2 to our Registration Statement on Form 8-A12G/A filed
with the
Securities and Exchange Commission on December 24, 2003).
|
|
4.5
|
Amendment
No. 2 to Rights Agreement between Net Perceptions, Inc. and Wells
Fargo
Bank Minnesota, as Rights Agent dated as of April 21, 2004 (filed
as
Exhibit 3 to our Registration Statement on Form 8-A12G/A filed
with the
Securities and Exchange Commission on April 22, 2004).
|
|
4.6
|
Amendment
No. 3 to Rights Agreement between Net Perceptions, Inc. and Wells
Fargo
Bank Minnesota, as Rights Agent dated as of September 22, 2006
(filed as
Exhibit 4.1 to our Current Report on Form 8-K filed with the Securities
and Exchange Commission on September 28, 2006).
|
|
4.7
|
Amendment
No. 4 to Rights Agreement between Stamford Industrial Group, Inc.
and
American Stock Transfer & Trust Company, as Rights Agent dated as of
February 11, 2008 (filed as Exhibit 4.1 to our Current Report on
Form 8-K
filed with the Securities and Exchange Commission on February 12,
2008).
|
|
4.8
|
Form
of Certificate of Designation of Series A Junior Participating
Preferred
Stock (filed as Exhibit 1 to our Registration Statement on Form
8-A12G
filed with the Securities and Exchange Commission on June 6, 2001).
|
4.9
|
Form
of Rights Certificate (filed as Exhibit 1 to our Registration Statement
on
Form 8-A12G filed with the Securities and Exchange Commission on
June 6,
2001).
|
|
10.1*
|
1999
Equity Incentive Plan (filed as Exhibit 10.3 to our Registration
Statement
on Form S-1) (Registration No. 333-71919).
|
|
10.2*
|
Amended
and Restated 1999 Non-Employee Director Option Plan, as amended
through
April 2, 2001 (filed as Exhibit 10.4 to our Quarterly Report on
Form 10-Q
for the Quarter Ended March 31, 2001 filed with the Securities
and
Exchange Commission on May 15, 2001).
|
|
10.3*
|
2%
Convertible Subordinated Note Due April 21, 2014 (filed as Exhibit
4.1 to
our Quarterly Report on Form 10-Q for the Quarter Ended March 31,
2004
filed with the Securities and Exchange Commission on May 11,
2004).
|
|
10.4*
|
Form
of Net Perceptions, Inc. 1999 Equity Incentive Plan Stock Option
Agreement
(filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for
the
Quarter Ended September 30, 2005 filed with the Securities and
Exchange Commission on November 9, 2005).
|
|
10.5*
|
Employment
Agreement dated as of May 1, 2006, between Net Perceptions, Inc.
and Nigel
P. Ekern, (filed as Exhibit 10.1 to our Current Report on Form
8-K filed
with the Securities and Exchange Commission on May 4,
2006).
|
|
10.6*
|
Equity
compensation Agreement by and between Net Perceptions, Inc. and
Kanders
& Company, Inc., dated as of September 22, 2006 (filed as Exhibit
10.1
to our Current Report on Form 8-K filed with the Securities and
Exchange
Commission on September 28, 2006).
|
|
10.7*
|
Consulting
Agreement by and between Net Perceptions, Inc. and Kanders & Company
Inc., dated as of September 22, 2006 (filed as Exhibit 10.2 to
our Current
Report on Form 8-K filed with the Securities and Exchange Commission
on
September 28, 2006).
|
|
10.8*
|
Employment
Agreement by and between Net Perceptions, Inc. and Albert W. Weggeman,
Jr., dated as of September 22, 2006 (filed as Exhibit 10.3 to our
Current
Report on Form 8-K filed with the Securities and Exchange Commission
on
September 28, 2006).
|
|
10.9*
|
Stock
Option Agreement between Net Perceptions, Inc. and Albert W. Weggeman,
Jr., dated as of October 3, 2006 (filed as Exhibit 10.13 to our
Current
Report on Form 8-K filed with the Securities and Exchange Commission
on
October 10, 2006).
|
|
10.10*
|
Restricted
Stock Award Agreement dated as of September 22, 2006, between Net
Perceptions, Inc., and Mr. David A. Jones re Restricted Stock Award
under
1999 Equity Incentive Plan (filed as Exhibit 10.4 to our Current
Report on
Form 8-K filed with the Securities and Exchange Commission on September
28, 2006).
|
|
10.11*
|
Restricted
Stock Award Agreement dated as of September 22, 2006, between Net
Perceptions, Inc., and Mr. Nicholas Sokolow re Restricted Stock
Award
under 1999 Equity Incentive Plan (filed as Exhibit 10.5 to our
Current
Report on Form 8-K filed with the Securities and Exchange Commission
on
September 28, 2006).
|
|
10.12
|
Credit
Agreement dated October 3, 2006, between the SIG Acquisition Corp.
and
LaSalle Bank National Association, as agent, and the lenders named
therein
(filed as Exhibit 10.1 to our Current Report on Form 8-K filed
with the
Securities and Exchange Commission on October 10,
2006).
|
|
10.13
|
Second
Amendment dated March 13, 2008 to Credit Agreement between Concord
Steel,
Inc. and LaSalle Bank National Association.**
|
|
10.14
|
Guaranty
and Security Agreement dated October 3, 2006, among Net Perceptions,
Inc.,
SIG Acquisition Corp., and LaSalle Bank National Association, as
agent,
and the lenders named therein (filed as Exhibit 10.2 to our Current
Report
on Form 8-K filed with the Securities and Exchange Commission on
October
10, 2006).
|
|
10.15
|
Form
of Revolving Note (filed as Exhibit 10.3 to our Current Report
on Form 8-K
filed with the Securities and Exchange Commission on October 10,
2006).
|
|
10.16
|
Form
of Term Note (filed as Exhibit 10.4 to our Current Report on Form
8-K
filed with the Securities and Exchange Commission on October 10,
2006).
|
|
10.17
|
Form
of Capital Expenditures Note (filed as Exhibit 10.5 to our Current
Report
on Form 8-K filed with the Securities and Exchange Commission on
October
10, 2006).
|
|
10.18
|
Form
of Swing Loan Note (filed as Exhibit 10.6 to our Current Report
on Form
8-K filed with the Securities and Exchange Commission on October
10,
2006).
|
|
10.19*
|
Employment
Agreement dated as of October 3, 2006, between the Company and
Paul Vesey
(filed as Exhibit 10.7 to our Current Report on Form 8-K filed
with the
Securities and Exchange Commission on October 10,
2006).
|
10.20
|
Asset
Purchase Agreement among the Company, SIG Acquisition Corp. and
CRC
Acquisition Co. LLC dated as of September 22, 2006 (without exhibits)
(filed as Exhibit 10.8 to our Current Report on Form 8-K filed
with the
Securities and Exchange Commission on October 10,
2006).
|
|
10.21
|
Stock
Purchase Agreement between the Company and CRC Acquisition Co.
LLC dated
as of October 3, 2006 (without exhibits) (filed as Exhibit 10.9
to our
Current Report on Form 8-K filed with the Securities and Exchange
Commission on October 10, 2006).
|
|
10.22
|
Equityholder
Registration Rights Agreement dated as of October 3, 2006, between
Net
Perceptions, Inc., and CRC Acquisition Co. LLC (filed as Exhibit
10.10 to
our Current Report on Form 8-K filed with the Securities and Exchange
Commission on October 10, 2006).
|
|
10.23
|
Equityholder
Lock-up Agreement dated as of October 3, 2006, between Net Perceptions,
Inc., and CRC Acquisition Co. LLC (filed as Exhibit 10.11 to our
Current
Report on Form 8-K filed with the Securities and Exchange Commission
on
October 10, 2006).
|
|
10.24
|
Escrow
Agreement dated as of October 3, 2006, among CRC Acquisition Co.
LLC, SIG
Acquisition Corp., and The Bank of New York (filed as Exhibit 10.12
to our
Current Report on Form 8-K filed with the Securities and Exchange
Commission on October 10, 2006).
|
|
10.25
|
Form
of Lock-up Agreement between the Company and certain directors
and
officers (filed as Exhibit 10.1 to our Current Report on Form 8-K
filed
with the Securities and Exchange Commission on October 17,
2006).
|
|
10.26*
|
Employment
Agreement dated as of December 1, 2006 between Net Perceptions,
Inc. and
Jonathan LaBarre (filed as Exhibit 10.1 to our Current Report on
Form 8-K
filed with the Securities and Exchange Commission on December 5,
2006).
|
|
10.27
|
Lease
dated as of November 30, 2006, between SIG Acquisition Corp., and
Castleway Properties, LLC. (filed as Exhibit 10.32 to our Annual
Report on
Form 10-K filed with the Securities and Exchange Commission on
April 2,
2007).
|
|
10.28
|
2007
Stock Incentive Plan (incorporated herein by reference to Appendix
B of
the Net Perceptions, Inc. Definitive Proxy Statement filed with
the
Securities and Exchange Commission on May 11, 2007).
|
|
10.29
|
2007
Annual Incentive Plan (incorporated herein by reference to Appendix
C of
the Net Perceptions, Inc. Definitive Proxy Statement filed with
the
Securities and Exchange Commission on May 11, 2007).
|
|
10.30*
|
Form
of Restricted Stock Award Agreement dated as of December 27, 2007,
between
Stamford Industrial Group, Inc. and Albert W. Weggeman (filed as
Exhibit
10.1 to our Current Report on Form 8-K filed with the Securities
and
Exchange Commission on January 3, 2008).
|
|
10.31*
|
Form
of Stock Option Agreement dated as of December 27, 2007, between
Stamford
Industrial Group, Inc. and Albert W. Weggeman (filed as Exhibit
10.2 to
our Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 3, 2008).
|
|
10.32*
|
Form
of Deferred Compensation Agreement dated as of December 27, 2007,
between
Stamford Industrial Group, Inc. and Albert W. Weggeman (filed as
Exhibit
10.3 to our Current Report on Form 8-K filed with the Securities
and
Exchange Commission on January 3, 2008).
|
|
10.33*
|
Form
of Stock Option Agreement dated as of December 27, 2007, between
Stamford
Industrial Group, Inc. and Jonathan LaBarre (filed as Exhibit 10.4
to our
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 3, 2008).
|
|
10.34*
|
Form
of Stamford Industrial Group, Inc. 2007 Stock Incentive Plan Stock
Option
Agreement.**
|
|
10.35*
|
Form
of Stamford Industrial Group, Inc. 2007 Stock Incentive Plan Restricted
Stock Agreement.**
|
10.36
|
Form
of Indemnification Agreement for Directors.**
|
|
21.1
|
Subsidiaries
of the Registrant.**
|
|
23.1
|
Consent
of McGladrey & Pullen, LLP, independent registered public accounting
firm.
|
|
23.2
|
Consent
of PricewaterhouseCoopers LLP, independent registered public accounting
firm.
|
*
|
Represents
a management contract or compensatory plan or arrangement.
|
** |
filed
herewith.
|
(1) |
Incorporated
by reference to Net Perceptions’ Current Report on Form 8-K filed April 1,
2004.
|
(2) |
Incorporated
by reference to Net Perceptions’ Registration Statement on Form S-1
(Registration No. 333-71919).
|
(3) |
Incorporated
by reference to Net Perceptions’ Annual Report on Form 10-K for the Fiscal
Year Ended December 31, 2002.
|
(4) |
Incorporated
by reference to Net Perceptions’ Quarterly Report on Form 10-Q for the
Quarter Ended June 30, 2003.
|
(5) |
Incorporated
by reference to Net Perceptions’ Quarterly Report on Form 10-Q for the
Quarter Ended June 30, 2001.
|
(6) |
Incorporated
by reference to Net Perceptions’ Registration Statement on Form 8-A filed
June 6, 2001.
|
(7) |
Incorporated
by reference to Net Perceptions’ Current Report on Form 8-K filed December
23, 2003.
|
(8) |
Incorporated
by reference to Net Perceptions’ Quarterly Report on Form 10-Q for the
Quarter Ended March 31, 2001.
|
(9) |
Incorporated
by reference to Net Perceptions’ Quarterly Report on Form 10-Q for the
Quarter Ended June 30, 2000.
|
(10) |
Incorporated
by reference to Net Perceptions’ Quarterly Report on Form 10-Q for the
Quarter Ended March 31, 2004.
|
(11) |
Incorporated
by reference to Net Perceptions’ Quarterly Report on Form 10-Q for the
Quarter Ended September 30, 2005.
|
(b)
|
The
exhibits are listed in Item 15. (a)(3)
above.
|
(c)
|
None.
|
STAMFORD
INDUSTRIAL GROUP, INC.
|
||
By:
|
/s/
ALBERT W. WEGGEMAN, JR
|
|
Albert
W. Weggeman, Jr
|
||
President
and Chief Executive Officer
|
Signature
|
Title
|
|
/s/
ALBERT W. WEGGEMAN, JR
|
President
and Chief Executive Officer
|
|
Albert
W. Weggeman, Jr
|
||
/s/
JONATHAN LABARRE
|
Chief
Financial Officer, Treasurer and Secretary
|
|
Jonathan
LaBarre
|
||
/s/
WARREN B. KANDERS
|
Non-Executive
Chairman of the Board of Directors
|
|
Warren
B. Kanders
|
||
/s/
DAVID A. JONES
|
Director
|
|
David
A. Jones
|
||
/s/
NICHOLAS SOKOLOW
|
Director
|
|
Nicholas
Sokolow
|
Exhibit
Number
|
DESCRIPTION
|
|
10.13
|
Second
Amendment dated March 13, 2008 to Credit Agreement between Concord
Steel,
Inc. and LaSalle Bank National Association
|
|
10.34
|
Form
of Stamford Industrial Group, Inc. 2007 Stock Incentive Plan Stock
Option
Agreement
|
|
10.35
|
Form
of Stamford Industrial Group, Inc. 2007 Stock Incentive Plan Restricted
Stock Agreement
|
|
10.36
|
Form
of Indemnification Agreement for Directors
|
|
21.1
|
Subsidiaries
of the Registrant
|
|
23.1
|
Consent
of McGladrey & Pullen, LLP, independent registered public accounting
firm.
|
|
23.2
|
Consent
of PricewaterhouseCoopers LLP, independent registered public accounting
firm.
|
|
31.1
|
Certification
of principal executive officer pursuant to Exchange Act Rules Rule
13(a)-14(a) and15(a)-14(a), as adopted pursuant to Section 302 of
the
Sarbanes-Oxley Act of 2002
|
|
31.2
|
Certification
of principal financial officer pursuant to Exchange Act Rules Rule
13(a)-14(a) and15(a)-14(a), as adopted pursuant to Section 302 of
the
Sarbanes-Oxley Act of 2002
|
|
32.1
|
Certification
of principal executive officer pursuant to 18 U.S.C. Section 1350,
as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
32.2
|
Certification
of principal financial officer pursuant to 18 U.S.C. Section 1350,
as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
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