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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
(MARK ONE)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________.
COMMISSION FILE NUMBER 000-26227
LITRONIC INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 33-0757190
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
17861 CARTWRIGHT ROAD, IRVINE, CALIFORNIA 92614
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE): (949) 851-1085
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK
(TITLE OF CLASS)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers in response to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K/A or any
amendment to this Form 10-K/A. [ ]
The aggregate market value of the registrant's voting stock held by
nonaffiliates was approximately $19,911,872 on April 11, 2001, based upon the
closing sale price of such stock on April 11, 2001.
Number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date:
As of April 11, 2001:
Common Stock: 9,747,526 Shares
DOCUMENTS INCORPORATED BY REFERENCE. List hereunder the following
documents if incorporated by reference, and the part of the Form 10-K/A (e.g.,
Part I, Part II, etc.) into which the document is incorporated: (1) any annual
report to security holders; (2) any proxy or information statement; and (3) any
prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933,
as amended: None.
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PART I
ITEM 1. BUSINESS
INTRODUCTION
For purposes of this Annual Report on Form 10-K/A, references to "we,"
"us," "our," "Litronic" and the "Company" shall mean or refer to Litronic Inc.
In addition, unless the text indicates otherwise, the term "Litronic" refers to
Litronic Inc. and its subsidiaries.
This Annual Report on Form 10-K/A contains certain statements which are
not historical in nature, and are intended to be, and are hereby identified as,
"forward-looking statements" for purposes of the safe harbor provided by Section
21E of the Securities Exchange Act of 1934, as amended. Such forward-looking
statements are principally contained in the sections entitled "Business" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and include, without limitation, statements relating to (i)
anticipated trends in our financial condition and results of operations
(including expected changes in our gross margin and general, administrative and
selling expenses); (ii) our ability to finance our working capital requirements;
(iii) our business strategy for expanding our presence in the Internet data
security market; and (iv) our ability to distinguish ourselves from our current
and future competitors. These forward-looking statements are based largely on
our current expectations and are subject to a number of risks and uncertainties.
Actual results could differ materially from these forward-looking statements.
Important factors to consider in evaluating such forward-looking statements
include (i) the shortage of reliable market data regarding the Internet data
security market; (ii) changes in external competitive market factors or in our
internal budgeting process which might impact trends in our results of
operations; (iii) unanticipated working capital or other cash requirements; (iv)
changes in our business strategy or an inability to execute our strategy due to
unanticipated changes in the proposal management and contract support services
markets; and (v) various other factors that may prevent us from competing
successfully in the marketplace. In light of these risks and uncertainties, many
of which are described elsewhere in this document, there can be no assurance
that the actual results will not differ materially from such forward-looking
statements contained herein.
When used in this report, the words "anticipate," "believe," "intends,"
"estimate," and "expect" and similar expressions as they relate to us or our
management are intended to identify such forward-looking statements. We caution
readers that forward-looking statements, including without limitation, those
relating to our future business prospects, revenues, working capital, liquidity,
and income, are subject to certain risks and uncertainties that could cause
actual results to differ materially from those indicated in the forward-looking
statements, due to several important facts herein identified, among others, and
other risks and factors identified from time to time in our reports filed with
the Securities and Exchange Commission.
OVERVIEW
Litronic Inc. provides professional Internet data security services and
develops and markets software and microprocessor-based products, which serve to
secure electronic commerce and communications over the Internet, and other
communications networks based on Internet protocols. Our primary technology
offerings utilize a computer security technology known as public key
infrastructure, or PKI, which is the standard technology for securing
Internet-based commerce and communications. PKI helps ensure the integrity and
privacy of information being transmitted and verifies the identity, authenticity
and authority of the sender and the recipient of that information. Our wholly
owned subsidiary Pulsar Data Systems, Inc., or Pulsar, operates independently as
a network solutions company specializing in deploying large-scale network
solutions to organizations primarily in the government sector.
INDUSTRY BACKGROUND
Internet Data Security Market
Consumers, government agencies and corporations are increasingly relying
on the Internet and Internet protocol-based networks to conduct electronic
commerce and communications. The increasing proliferation of, and reliance on,
shared electronic data has caused data security to become a paramount concern of
businesses, government, educational institutions, health care providers and
consumers. Our data security products provide a solution for entities and
consumers seeking to provide protection for their transactions and proprietary
data.
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Increased Need for Internet Data Security
In addition to protecting against unauthorized access to proprietary
information, data security enhances an enterprise's ability to conduct
electronic commerce. Many companies have experienced growth in their online
customer base and revenue as consumers execute an increasing number of
transactions over the Internet. The Internet's ease of use, 24-hour
availability, speed of delivery, global reach and ability to simplify product
and vendor comparisons are fueling this growth. However, consumer concerns about
the trustworthiness and security of the Internet have been one of the main
impediments to even faster growth of electronic commerce and other
communications. Hacking tools, such as password guessing and address spoofing
programs, are freely available on the Internet and bulletin board systems.
Merchants and consumers need assurances that consumers making electronic
purchases are correctly identified and confirmed and that the confidentiality of
information such as credit card and bank account numbers are maintained.
We believe that continued expansion of electronic commerce will require
the implementation of improved PKI security measures that will irrefutably
verify the identity of a party over the Internet and ensure that the information
being transmitted is kept private. We also believe the security required to fuel
this continued expansion of electronic commerce and communication will be
provided through the continued advancement in PKI mathematical formulas referred
to as algorithms. Algorithms enable digital document signing and encryption of
proprietary data.
Requirements for End-to-End Data Security
Today's client operating systems and Internet protocol-based networks
often lack basic security and key Internet security features such as data
privacy and integrity, identification, authentication, non-repudiation and
auditing.
End-to-end data security concerns can be addressed by a variety of means.
Traditionally, enterprises relied heavily on passwords to restrict access to
proprietary information and materials. However, because of the risk of loss or
theft, more advanced protective measures have been developed to include
combinations of passwords and tokens with message encryption and biometric
devices. Regardless of the form of the data security device, the level of
security provided is evaluated based on a set of fundamental principles, which
include the following:
- Identification and Authentication. Verifies the identity of the
authorized users to prevent unauthorized access to proprietary
information and resources.
- Confidentiality. Involves the encryption of data transmissions so
that only the intended recipient can access the information to
ensure privacy.
- Data Integrity. Ensures that data is not compromised or
manipulated.
- Non-repudiation. Prevents the sender of data transmissions from
disclaiming or repudiating authorship so that the sender cannot
deny the occurrence of the transaction.
- Audit Control. Retraces information access and facilities use over
a particular time period at a systems administration level so an
enterprise can monitor and record authorized and unauthorized user
activity.
- Secured System Administration. Maintains and controls corporate
intranets centrally through file encryption, password maintenance,
audit control, certificate and cryptographic key management and
device accessibility control.
The process of implementing Internet and Internet protocol-based network
solutions requires specialized skills lacking in most corporate information
technology departments. We provide the technology, products and services
necessary for most companies to implement or manage their data security
infrastructure.
Cryptographic Technologies
Cryptography is the process of encoding and decoding electronic messages
using mathematical algorithms, or ciphers, to enable the confidential
transmission of electronic messages only to authorized persons. Digital
cryptography is performed using a combination of symmetric ciphers and
asymmetric ciphers to achieve each of the basic data security elements of
identification and authentication, confidentiality, integrity and
non-repudiation. Symmetric ciphers are commonly referred to as symmetric-key or
secret-key cryptography and asymmetric ciphers are commonly referred to as
asymmetric-key or public-key cryptography.
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Both symmetric-key and asymmetric-key cryptography use an encrypting and
a decrypting key. The decrypting key is a user's unique number that is input to
the mathematical algorithm, or the cipher, used to encrypt or decrypt the
message. In symmetric-key cryptography, the encrypting key and the decrypting
key, which is secret, are identical. Thus, to transmit a message, a secure key
exchange must be performed so that the key can be shared with the recipient of
the message. In asymmetric-key cryptography, the encrypting key, a public key,
and the decrypting key, a secret key, are different and thus the public key can
be distributed to authorized recipients without risk of security breach. Because
asymmetric cryptography allows for wide distribution of the encrypting key, it
permits secure communication among a large group of people without requiring
manual distribution of the key. Additionally, asymmetric-key cryptography relies
on the generation of digital certificates that can be used to provide the user
authentication, data integrity and non-repudiation elements of the information
security system. However, public-key cryptography requires the use of extremely
complicated ciphers, so that encryption of large messages is relatively slow
when compared to encryption using secret-key cryptography. Thus, asymmetric-key
cryptography is commonly used to protect symmetric keys and symmetric-key
cryptography is commonly used for bulk encryption.
Identification and Authentication
Authentication of a user's identity is generally accomplished by
passwords. Because passwords are vulnerable to decoding or observation and
subsequent use by unauthorized persons, they are less secure than if used with
tokens. Tokens are small devices ranging from simple credit card-like objects,
rings, proximity cards and plastic keys to more advanced secure tokens,
including smart cards, PKI cards and PCMCIA cards. For greater protection,
two-factor identification and authentication is implemented by combining tokens
with a password or personal identification number to verify authentication of
the user. For added security, three-factor authentication, which consists of
token, password and biometric comparisons, can be implemented.
PKI cards are credit card-sized semiconductor plastic cards that contain
an embedded microprocessor, memory, a secure operating system and the user's
secret key, password and digital certificates. PKI cards have significant
advantages because of their ability to perform basic cryptographic functions on
the card itself rather than on the computer, thus reducing the risk that a
breach of security on the computer will lead to the unauthorized release of
proprietary information. Through the use of PKI cards, e-mail messages, purchase
orders, credit card numbers, video clips, data inquiries and other confidential
transmissions are secured as they are sent and therefore can be opened only by
the intended recipient.
PCMCIA cards are parallel computer peripherals similar in size to a
credit card, though thicker, which contain multiple microprocessor chips. PCMCIA
cards have greater storage capacity, a higher data exchange rate and greater
processing power than conventional smart cards and therefore are capable of
performing advanced cryptographic functions that cannot be performed on a
conventional smart card. These advanced functions allow for use of more powerful
algorithms and thus provide for a greater overall level of security through the
use of PCMCIA cards.
We are currently leading a joint effort with Atmel Corporation and the
National Security Agency to develop Forte, an ultra fast 32-bit cryptographic
System On Chip ("SOC"). We are embedding the Forte SOC into our new Forte smart
card, which we expect will be the fastest and most cryptographically advanced
PKI card. We anticipate that Forte will provide PCMCIA level performance at a
price competitive with advanced smart cards. Forte is also being designed to be
International Standards Organization compliant and therefore able to be used in
conventional reader/writers as well as new high performance universal serial bus
(USB) readers.
PKI Digital Certificates
The basic element of PKI, a cutting-edge development in the information
security field, is the digital certificate. Digital certificate technology
provides a highly advanced form of authentication and secure key exchange. PKI
digital certificates are specially prepared software files through which the
sender can digitally sign a message with a unique identification code. The
recipient of the message can authenticate the identity of the sender and verify
the integrity of the data through the use of a trusted third party known as a
certificate authority by obtaining the sender's public key from the certificate
digitally signed by the certificate authority. Furthermore, the uniqueness of
the certificates provides for non-repudiation, which prevents the sender from
denying that it sent the message. Such ability for non-repudiation is not
available with less sophisticated techniques. With the development of
secure-token technology, digital certificates can now be incorporated into smart
cards, PKI cards and PCMCIA cards to provide an information security system that
provides two-factor identification and authentication or three-factor
identification and authentication with the incorporation of biometric
technology. Biometric technology utilizes fingerprints or other unique
characteristics of an individual to serve as a digital identification. We are
currently demonstrating a prototype that combines a fingerprint scanner and a
smart card reader. The use of
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digital certificates is expanding rapidly across the Internet. In fact, several
states now consider digital signatures contractually binding and there is a
growing acceptance within the federal government to effectuate transactions
through the use of digital certificates
Systems Integration and Networking Solutions Industry
In recent years, there has been an increasing demand for open system
approaches designed to create interoperability among commercial off-the-shelf
computer software and hardware products manufactured by different suppliers. In
addition, excessive development costs and the rapid pace of technological change
have led both governmental and commercial customers to demand more flexible
systems created by adapting readily-available commercial off-the-shelf software
and hardware.
The emergence of the rapidly developing Internet protocol-based network
technologies in the 1990s has further fueled the demand for network computer
systems. Although information technologies, secure data transmissions, and data
encryption have long been in use in the military intelligence arena, recent
technological advancements in computer hardware and software have now made these
applications economically viable for use by private companies. This has given
rise to the need for specialized expertise in the areas of local and wide area
network design and installation, network management and operation and network
security, using new and complex information technology hardware and software
products. Typically, the design and implementation of these systems in both
commercial enterprises and government agencies also involves the resale of the
required system hardware and software.
Server Acceleration
With the growth of Internet business, the need for secure web sites and
servers has become paramount for building confidence in e-commerce and
protecting sensitive government and corporate information. While various
protocols are available, secure socket layer ("SSL") is the most widely used
protocol for securing web connections. However, due to the intensive public key
operations required during the SSL handshake, web server performance decreases
dramatically resulting in slower response times and a reduced number of
transactions. With server acceleration, a hardware board in the server
dramatically increases performance and improves server response time. SSL
sessions are then processed significantly faster and no longer drain system
resources for authentication functions. By incorporating multiple on-board
processor chips on one board, organizations can eliminate the need for
additional server platforms.
PRODUCTS AND SERVICES
Internet Data Security Products
Our Internet data security products provide a high level of security for
secure e-mail, secure file transport, file protection, remote access,
authentication and authorization in an open multi-platform standards-based
framework. The foundation of our Internet data security products is our
extensive cryptographic library and device drivers supporting a variety of
operating system platforms and token management systems which enable users to
seamlessly integrate token-based security enhancements into existing networking
environments or into newly designed and implemented networks. Our products can
also be used by software developers to add token-based information security to
applications such as browsers, firewalls, e-mail systems, database management
systems and other client/server applications. Our data security products are
designed with an open architecture, so they can operate independently of:
- Algorithms -- our security products are designed to use different
suites of algorithms depending upon the application requirements,
such as, military, banking, finance and healthcare.
- Platforms -- our security products may be used with many different
computer types and operating systems, such as, Windows and UNIX.
- Applications -- our security products may be used with various
software applications, such as, e-mail, e-commerce, database
systems and word processors.
- Tokens -- our security products function with various types of
tokens, such as, software tokens, USB tokens and smart cards.
As a result of this open architecture, these products are compatible with
virtually all commonly used network hardware. Algorithm independence allows our
products to be tailored to numerous encryption algorithms through software
selection. As a result, our libraries, drivers and security devices are
compatible with a variety of encryption algorithms and popular software
applications and operating systems. We develop and embed these cryptographic
technologies in a multitude of devices and tokens, including smart cards, PKI
cards, PCMCIA cards, embedded industry standard architecture, or ISA, and
peripheral component interconnect, or PCI,
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bus cards. We are also working with other companies to implement use of PCMCIA
cards, PKI cards and smart cards to support biometric technologies such as
fingerprint and voice recognition. These products provide the added protection
of a security token utilizing public-key cryptography, key exchange techniques
and electronic signatures on the most popular operating systems and hardware
platforms. In addition, our technologies permit functions to be scaled as
performance and pricing requirements dictate.
Internet Application Software
NetSign and NetSign GT ("Global Trust"). These products are software
adapters that integrate smart cards and digital certificate technology to
enhance security in software systems designed to provide electronic commerce,
e-mail, Internet access, file access and world-wide-web browsers such as
Netscape Communicator and Microsoft Explorer. NetSign and NetSign GT software
products are bundled with a smart card reader/writer and smart cards. NetSign GT
has the added features necessary to support the Identrus bank security model and
Profile Manager GT.
Profile Manager and Profile Manager GT. Profile Manager is a complete,
stand-alone, PKI lifecycle management solution. Profile Manager provides for
token-based security systems management from initialization to secure archive
and recovery. For the recovery of token-based information, Profile Manager
provides an optional integration with a secured database of private keys and
other user identification information and the use of third-party certificate
authorities. Profile Manager integrates with NetSign, NetSign GT and other
token-enabled products to provide a complete solution for an enterprise's
security needs, including secure Internet access, digitally signed and encrypted
e-mail, desk-top file encryption and secure remote network access. Profile
Manager GT has the added features necessary to support the Identrus bank
security model and NetSign GT.
Maestro Cryptographic Library
Maestro is a multi-protocol cryptographic library that enables software
developers to incorporate secure token-based, symmetric-key and asymmetric-key
cryptography into their application software. Maestro is a multi/concurrent
access, cross-platform system that supports multiple types of tokens such as
smart cards, PCMCIA cards and cryptographic algorithms. Coupled with token
reader/writers, Maestro supports devices over commonly used interfaces,
including keyboard, serial, small computer system interface, or SCSI, parallel
port and universal serial bus. Maestro currently supports two commonly used
cryptographic interface protocols. We are developing additional protocol
adapters to expand the functionality of Maestro. Maestro is compatible with
Windows 95, 98, 2000 and NT operating systems as well as all popular UNIX
platforms.
Security Tokens
ISO smart cards. We offer a family of off-the-shelf International
Standards Organization, or ISO, standard smart cards ranging from storage-only
cards to cards containing cryptographic capabilities.
Forte smart card. We are in the process of developing a next generation
PKI card, the Forte smart card ("Forte"), in cooperation with Atmel Corporation
and the National Security Agency. Forte is an ultra fast 32-bit microprocessor
that is being designed with a high-speed USB interface in addition to the ISO
interface. Forte is also to be designed with a larger storage capacity and
processing speed than existing smart cards. We had previously anticipated that
limited shipments of the Forte would begin in late 2000. However, due to
upgraded specifications that include enhanced technologies and performance
capabilities, shipments have been delayed. We now anticipate limited shipments
beginning in the second half of 2001 with increasing shipments thereafter.
Other Tokens. Because our products are open-architecture, open-platform,
open-token, algorithm and API-independent, we work with third-party tokens, such
as PCMCIA cards, smart cards, rings, proximity cards and plastic keys and other
commercially available tokens, for use with our reader/writers and application
software.
Token Reader/Writers
A token reader/writer is a hardware component that electronically reads
the content of a smart card, PCMCIA card or PKI card. We manufacture several
different types of reader/writers. Following is a brief description of their
features.
Serial and Keyboard Port smart card and PKI Card Reader/Writers. We sell
our reader/writers as a security product component or bundled with other
products such as Profile Manager and NetSign to provide token-based data
security solutions.
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We manufacture and sell compact, hand-held smart card reader/writers that
interface through the RS-232 serial port of a PC or workstation. The NetSignia
Series 210 and 220 reader/writers are compatible with Windows 95/98/2000/NT and
UNIX operating systems. We also offer a Series 410 reader/writer that connects
to a computer through its PCMCIA slot.
ARGUS 300. The ARGUS 300 consists of a tamper-resistant ISA or PCI board
and external reader/writer and is connected to the keyboard. The ARGUS 300
incorporates DES encryption technologies and offers additional security features
such as boot protection, electronic commerce security and protected PIN path
directly through the board rather than through an external device that might be
tampered with by an unauthorized user. The ARGUS 300 is validated for electronic
signature by the National Institute of Standards and Technology, or NIST, the
U.S. Treasury Department and General Accounting Office.
PCMCIA Client Reader/Writer. We offer a series of single and dual-socket
PCMCIA card reader/writers for both internal and external application, that
interface via various ports such as SCSI, ISA bus, PCI bus, USB and parallel
port. These reader/writers incorporate our proprietary device drivers, which
provide the interface between the reader/writer and its application software
such as Maestro and third-party application software.
Argus 2108. We offer a reader/writer that contains sockets for up to
eight PCMCIA cards, is used on the enterprise's server side and incorporates the
device drivers and other technologies of our other PCMCIA readers. The Argus
2108 interfaces with the host server to enable the host server to provide
rapid/simultaneous processing of cryptographic functions received from numerous
clients.
Server Accelerators
CipherServer 440. We have developed a server accelerator that is
specially designed to off-load the public key functions to on-board processors,
free up CPU resources and provide almost instant responses back to the customer.
Whether transactions need server and/or client authentication, the CipherServer
440 accelerates SSL transactions to handle multiple, simultaneous sessions for
passing information securely between the client and sever. Shipments of our
Cipherserver 440 are planned to begin in mid-2001.
Product Reselling
Pulsar focuses on sales of computer and network products primarily in the
government information technology segment. Examples of these computer and
network products include:
- - Network Hardware Components. Servers, routers, hubs and switches
configured to the customer's networking requirements.
- - Client PC Systems. Desktop PC systems configured to customer's specific
requirements.
Pulsar offers components manufactured by leading vendors, including Cisco
Systems, Inc., Bay Networks, Inc., Hewlett-Packard Company, Dell Computers,
International Business Machines Corp., Lucent Technologies, Inc. and Sun
MicroSystems, Inc.
CUSTOMERS
Our customers represent a wide range of commercial enterprises, including
financial, telecommunications, healthcare, information service companies,
airlines, automobile manufacturers, as well as federal, state, local and foreign
government agencies.
Our customer base includes:
Bank of America, N.A.
BIZ Interactive Zone, Inc.
Booz Allen & Hamilton Inc.
British Telecom
Federal National Mortgage Association
Deloitte & Touche LLP
Executive Offices of the President of the United States
Federal Bureau of Investigation
Lockheed Martin Corporation
Los Angeles Film Office.
Lucent Technologies, Inc.
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Nippon Telephone and Telecommunications Data Corporation
VeriSign
U.S. Army Corps of Engineers
National Security Agency
During the year ended December 31, 2000, we derived 42% of our
consolidated revenue from the United States Immigration and Naturalization
Service.
CUSTOMER SERVICE AND SUPPORT
Our customer service and support staff consists of 13 persons, including
engineers and technical support personnel, and works closely with customers and
prospective customers to provide comprehensive service and support for our
products and systems.
SALES AND MARKETING
We market our products and services through the Internet, our direct
sales forces, indirect sales channels, including systems-integrators,
value-added resellers and original equipment manufacturers, strategic alliances
and international distributors. We intend to devote significant resources to
marketing and business development activities to expand our business to
additional distribution channels.
Direct Marketing Effort
As of February 28, 2001, we employed a direct sales and marketing force
of 27 individuals, with 8 located in our California office, 11 in our
Washington, D.C. office, and 8 in our Virginia office, to market our products
and services to industry and vertical market segments, including e-commerce,
financial, telecommunications, healthcare and information services companies and
federal, state, local and foreign government agencies. Our sales force is
responsible for soliciting prospective customers and providing technical advice
and support with respect to our products and services. Additionally, we use
telemarketing efforts to target commercial accounts and federal government
agencies. We seek to achieve greater vertical market penetration by using direct
sales personnel with significant market expertise, as well as consultants with
established relationships in the commercial marketplace.
Indirect Marketing Effort
An important component of our sales strategy is the development of
indirect sales channels such as systems integrators, value-added network service
providers and original equipment manufacturers. Currently, we use these indirect
sales channels to augment the efforts of our direct sales forces.
We also use the services of third-party consultants with established
relationships and contacts with prospective customers to which we would not
otherwise have access. As part of our expansion strategy, we will seek to
develop relationships with additional third-party sales channels.
Strategic Alliances
We plan to increase our vertical market penetration by continuing to
develop strategic alliances with other companies in the data security and
network integration industries. We have developed significant strategic
alliances with companies in an effort to:
- Incorporate our products into third parties' products;
- Jointly develop products and services;
- Conduct joint research and development efforts; and
- Jointly conduct proposals and presentations for products and
services and reseller arrangements.
These alliances assist us in expanding our marketing and technical
capabilities and are intended to increase the distribution and market acceptance
of our Internet, intranet and extranet security products and services.
We believe that strategic alliances allow us to cost-effectively
integrate third-party products into our product offerings to provide our clients
with customized information technology solutions. Our strategic alliances
currently include the following:
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- Microsoft Corporation -- We are taking a leading role in
developing end-to-end security solutions based on smart cards for
Windows.
- Netscape and Microsoft -- We provide enhanced e-mail security
features to their browser programs through integration of our
NetSign product lines.
- VeriSign -- We have a marketing agreement with VeriSign and act as
VeriSign's recommended PKI card partner.
- Atmel Corporation and the National Security Agency -- We are
currently leading a joint effort with Atmel Corporation and the
National Security Agency to develop Forte, an advanced
microprocessor, which we are embedding in our next generation PKI
cards, the Forte PKI card. On March 1, 2001 we signed a teaming
agreement with Atmel Corporation to further exploit the
technologies incorporated in the Forte product.
- RSA Data Security -- We have a distribution license agreement with
RSA which allows us to incorporate RSA technology into our
products.
- Datacard -- Datacard is a service provider utilizing our PKI
products.
- Broadcom -- We have a supply agreement with Broadcom that provides
us with early access to certain Broadcom security chips for
inclusion in our products.
- FingerPrint Cards AB -- We have a memorandum of understanding to
jointly develop products that combine fingerprint biometrics and
PKI technology.
Sales to the Government Information Technology Market
The government information technology market is generally characterized
by highly structured procurement rules and procedures, large contracts, a
relatively long sales cycle, significant barriers to entry and low collection
risks. In response to these characteristics and requirements, a number of
avenues, such as GSA schedule contracts, blanket purchase agreements and bidding
procedures, have been developed to access this market.
The GSA, which is the central procurement agency for the U.S. government,
negotiates schedule contracts. Government agencies and other authorized
purchasers, although not required to do so, may purchase goods and professional
services under GSA schedule contracts at predetermined price ceilings, terms and
conditions. GSA schedule contracts are awarded on the basis of a number of
factors, the most important of which are compliance with applicable government
regulations and the prices of the products to be sold. A blanket purchase
agreement, or BPA, is a simplified but non-mandatory, fixed-price, indefinite
delivery-indefinite quantity, contract for the government to purchase products,
at pre-negotiated terms and conditions. Purchases made under BPAs are often paid
for with a government-issued credit card. Federal government agencies are
authorized to enter into BPAs with GSA schedule holders. The GSA-authorized BPAs
incorporate many terms and conditions of GSA schedule contracts, often at lower
prices than available on the GSA schedules.
A significant portion of the purchases of computer products and services
by the federal government is made under contracts or purchase orders awarded
through formal competitive bids and negotiated procurements. Substantially all
of these bids are awarded on the basis of a number of factors, including the
best value to the government, which, depending on the bid can be a combination
of price, technical expertise, and past performance on other government
contracts. Major procurements can exceed millions of dollars in total revenue
for a reseller, span many years, and provide a purchasing vehicle for many
agencies. In addition, networking products are purchased by the federal
government through open-market procurements. These procurements are separate and
apart from GSA schedules, and include simplified acquisition procedures,
requests for quotes, invitations for bids and requests for proposals. Most
purchases in the state and local government market are made through individual
competitive procurements. State and local procurements typically require formal
responses and the posting of bid bonds or performance bonds to ensure complete
and proper service by a prospective bidder. Each state maintains a separate code
of procurement regulations that must be understood and complied with by entities
selling products to the state.
We are on most government bid lists relevant to our product offerings and
respond with proposals to many bid solicitations each year. In addition, our
marketing employees actively prepare bids for federal, state and local
government agencies for open market procurements.
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Advertising
Our marketing efforts include maintaining a web site, direct mail, public
relations, events, sales tools, broadcast messaging, telemarketing and corporate
marketing materials. We believe that our future business activity depends in
part on our marketing and sales through the Internet. Our website describes our
business, products and services.
Our public relation efforts are designed to target the appropriate press
coverage and consist of press kits, targeted media lists and press releases.
These efforts are designed to complement our sales and marketing efforts.
Trade Shows and Presentations
We attend and exhibit our products and services at trade shows in the
U.S. and internationally each year in an effort to increase our market exposure.
We intend to continue to attend trade shows as well as to make joint
presentations with strategic partners to prospective customers relating to
products and services.
SUPPLIERS
Some of the components incorporated into our Internet data security
products are produced by other vendors. We also integrate third-party products
and components into the networks we design and develop for our customers. To
maintain quality control and enhance working relationships, we generally rely on
multiple vendors for these products.
RESEARCH AND DEVELOPMENT
We conduct extensive research and development efforts that focus on the
development of cryptographic PKI software and hardware products that can be
readily integrated and adapted to the expanding requirements of the Internet,
intranets and extranets. We expect to devote substantial additional research and
development resources to enhance our data security product line.
Our current research and development efforts include:
- Expanding Maestro to offer additional application program
interfaces, including an interface to the GSA Common Access Card
("CAC") protocol, porting of Maestro to a number of UNIX operating
system platforms, and adding to the suite of tokens supported by
Maestro;
- Enhancing the capabilities of Profile Manager to provide
certificate exchange capabilities with additional third-party
certificate authorities and increased capability for the PKI
enterprise manager;
- Developing Forte, an advanced 32-bit cryptographic SOC, which we
are embedding in our Forte smart card. We expect the Forte smart
card will be an ISO standard smart card with greater flexibility
and a higher degree of processing power than existing PKI cards,
due in part to the inclusion of a USB interface to the on-board
Forte SOC. Given that Forte is an advanced security chip that will
provide advanced security features, we expect to be able to embed
it in a variety of devices, including PC mother boards;
- Developing a series of USB interface reader/writers, some of which
include a fingerprint biometric capability;
- Developing technologies to incorporate a number of types
(fingerprint, iris scan, voice recognition, handwriting
recognition) of biometric technologies into our PKI products to
provide further advanced identification and authentication
protection;
- Expanding the security features of applications programs such as
NetSign and NetSign GT; and
- Developing new versions of the Litronic CipherServer that provide
acceleration of PKI function on web servers.
The process of developing our products and services is extremely complex
and requires significant continuing development efforts. As of February 28,
2001, our research and development staff consisted of 64 employees, of whom 45
were engineers. Approximately 90% of these engineers are engaged principally in
the development of software, including cryptographic libraries and device
drivers.
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During the years ended December 31, 1998, 1999 and 2000, our net expenses
for research and development were $1.3 million, $3.9 million and $5.8 million,
respectively.
COMPETITION
We compete in numerous markets, including;
- Internet and intranet electronic security;
- Access control and token authentication;
- Smart card-based security applications;
- Electronic commerce applications;
- Systems integration;
- Product reselling; and
- Government information technology markets.
The markets for our products and services are intensely competitive and
are characterized by rapidly changing technology and industry standards,
evolving user needs and the frequent introduction of new products. We believe
that the principal factors affecting competition in our markets include:
- Product functionality;
- Performance;
- Flexibility and features;
- Use of open standards technology;
- Quality of service and support;
- Company reputation; and
- Price.
We face significant competition from a number of different sources. Many
of our competitors are more established, benefit from greater name recognition
and have substantially greater financial, technical and marketing resources than
we have. Some of our significant data security competitors include:
- International Business Machines Corp.
- Motorola, Inc.
- Gem Plus
- Network Associates, Inc.
- Secure Computing Corporation
- RSA Data Security
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- Rainbow Technologies, Inc.
Some of our competitors for systems integration and product reselling
include:
- BTG, Inc.
- InaCom Corporation
- Government Technology Services, Inc.
In addition there are several smaller or start-up companies with which we
compete from time to time. We also expect that competition will increase as a
result of consolidation in the information security technology and product
reseller industries.
INTELLECTUAL PROPERTY
We depend substantially on our proprietary information and technologies.
We rely on a combination of trademark, patent, copyright and trade secret laws,
employee and third-party non-disclosure agreements, technical measures and other
methods to protect our software products and other proprietary technologies and
know-how. We also rely on standardized license agreements that are not signed by
the end user to license our products and, therefore, may not always be
enforceable.
We currently have three patents issued by the U.S. Patent and Trademark
Office, and five patent applications pending with the U.S. Patent and Trademark
Office that cover aspects of data security technology. In addition, we have one
patent pending foreign ("PCT") patent application. Prosecution of these patent
applications and any other patent applications that we may subsequently
determine to file may require the expenditure of substantial resources. The
issuance of a patent from the filing of a patent application is a lengthy
process.
We believe that, due to the rapid pace of technological innovation for
network security products, our ability to establish, and if established,
maintain a position of technological leadership in the industry, is dependent
more upon the skills of our development personnel than upon legal protections
afforded our existing or future technology.
Because our products are designed with an open architecture and are
algorithm-independent, they can be utilized with a variety of encryption
algorithms. Some algorithms are in the public domain and can be incorporated
into our products at no charge. To the extent that a customer desires to
incorporate a proprietary algorithm into a security solution, the customer or we
must obtain a license from the algorithm owner. Depending on the algorithm and
its owner, the license fee may be a flat fee, a per unit royalty or a
combination of the two.
We are developing Forte under a task order issued under a contract with
National Security Agency. The contract incorporates the Department of Defense's
standard licenses for technical data and computer software, commonly known as
the data rights clauses. Data rights clauses are only applicable to data or
software actually delivered to the federal government under a contract. If the
data rights clauses were applicable to our agreement with the National Security
Agency to develop Forte, one of the data rights licenses, commonly called a
government purpose rights license, would permit the federal government to create
second sources of supply of the Forte technical data and source code for itself
without paying us royalties. The government purpose license clause would not
authorize the federal government to create competitors to us in the commercial
market. We do not believe the data rights clauses generally, or the government
purpose license specifically, apply to Forte because our contract with the
National Security Agency does not provide for the delivery of Forte to the
federal government. The task order provides that the National Security Agency
will obtain detailed design information about Forte.
We own or have rights to trademarks and trade names that we use in
conjunction with the sale and licensing of our products. The following
trademarks, many of which are mentioned in this annual report, are our
registered trademarks: Argus, Active CryptOS, Advanced CryptOS, CipherServer,
CryptOS, Forte, JcryptOS, Maestro, NetSign, Profile Manager, SecureDial,
SecureSmart and SecureStart. We also own the trade names Litronic, Pulsar,
Pulsar Data and Pulsar Data Systems, Inc. All other trademarks or trade names
referred to in this annual report are the property of their owners.
GOVERNMENT REGULATION
Because we sell our products internationally, we must comply with federal
laws regulating the export of, and applicable foreign government laws regulating
the import of, our products. The U.S. government has recently relaxed the export
restrictions for our
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NetSign and Profile Manager products. However, the federal government may
rescind these approvals at any time. Under current regulations these products
can be exported without a license to most countries for use by banks,
healthcare, insurance organizations and overseas subsidiaries of U.S. companies.
Additionally, we may apply for export approval, on a specific criteria
basis, for our future products. Government export regulation for security
products is less stringent for products designed for banking and finance,
e-commerce, health, insurance and for use by U.S. subsidiaries. We may not
receive approval to export any future products on a timely basis, on the basis
we request or at all. As a result of government regulation of our products, we
may be at a disadvantage in competing for international sales compared to
foreign companies that are not subject to these restrictions.
EMPLOYEES
As of February 28, 2001, we employed 134 people, of which 126 were
full-time and 8 were part-time employees, including 64 in research, development
and support, 5 in professional services, 27 in field operations including sales,
marketing and customer management, and 38 in finance, human resources, business
development, legal and administration. Our employees are not represented by
labor unions. We do not expect that any of our employees will be represented by
any labor unions. We consider our relations with our employees to be good.
RECENT DEVELOPMENT
In February 2001, we signed a Term Sheet with BIZ Interactive Zone, Inc.,
or BIZ, relating to our proposed merger whereby Litronic Merger Corp., a
Delaware corporation and a wholly owned subsidiary of the Company, will merge
with and into BIZ. BIZ will become a wholly owned subsidiary of Litronic. On
February 12, 2001, we issued a press release regarding our proposed merger with
BIZ.
ITEM 2. PROPERTIES
We are headquartered in Irvine, California where we currently lease
approximately 20,702 square feet of office space for our executive offices with
a lease expiring in February 2007. Our facility has an annual rent of $428,865
and a lease term of seven years. The facility is leased from KRDS, a related
party. In addition, we will conduct a significant portion of our operations at
Pulsar's offices in our 12,700 square foot Lanham, Maryland facility, which we
use as office space for our executive offices and as warehouse space, under a
lease that expires in August 2003 with an annual rent of $145,740. We are also
subletting our former headquarters of 12,000 square feet in Irvine, California.
The lease for our former headquarters expires in September 2001. In June of
2000, we opened a sales office in Virginia. That facility has a monthly rent of
$9,420 with a lease expiring in May 2001.
ITEM 3. LEGAL PROCEEDINGS
We are involved from time to time in routine litigation that arises in
the ordinary course of business. We are not currently involved in any litigation
that we believe will have a material impact on our results of operations,
financial condition or liquidity, including the following:
On January 16, 1998, G2 Resources Inc., or G2, filed a complaint against
Pulsar in the Circuit Court, Fifteenth Judicial Circuit, Palm Beach County,
Florida. G2 claims that Pulsar breached a contract under which G2 agreed to
provide services related to the monitoring of government contracts available for
bid and the preparation and submission of bids on behalf of Pulsar. The contract
provides that Pulsar pay G2 $500,000 in 30 monthly installments of $16,666 and
an additional fee of 2% of the gross dollar amount generated by awards. In its
complaint, G2 alleged that Pulsar failed to make payments under the contract and
claimed damages in excess of $525,000 plus interest, costs and attorneys fees.
In the course of discovery, G2 asserted that its losses/costs arising out of its
claim amounted to approximately $10.3 million. Pulsar has asserted that G2
failed to perform the services required under the contract and Pulsar filed a
claim for compensatory damages, interest and attorneys fees against G2.
Classical Financial Services, LLC, or Classical, intervened in the case.
Classical claims that G2 assigned its accounts receivable to Classical under a
financing program and that Pulsar breached its obligations to Classical by
failing to make payments under the contract with G2. Pulsar has asserted
defenses to Classical's claim. The Company believes that the claims of G2 and
Classical against Pulsar are without merit and intends to continue to vigorously
defend against the claims. If G2 or Classical were to prevail in this lawsuit,
our business and financial condition could be materially adversely affected.
We recently received a notice from Microsoft pertaining to alleged sales
of unlicensed copies of Microsoft Office. The software in question was purchased
from a major computer hardware manufacturer and was resold to one of our
customers in a package that included both hardware and software. We are
currently investigating the matter, and do not anticipate that the outcome will
have a material impact on our results of operations, financial condition or
liquidity.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock is listed on The Nasdaq National Market under the symbol
"LTNX." The following table sets forth, for the quarters indicated, the high and
low closing sale prices per share of the common stock as reported on The Nasdaq
National Market. The prices shown represent quotations by dealers, without
retail markup, markdown or commissions and may not reflect actual transactions.
On April 11, 2001, the last reported sale price for our common stock on
The Nasdaq National Market was $4.00. As of April 11, 2001, the approximate
number of holders of record of the common stock was 80. During the two most
recent fiscal years, the Company has not paid dividends and does not anticipate
declaring dividends on its common stock in the foreseeable future.
High and low prices for the last eight quarters are as follows:
HIGH LOW
---- ---
Fiscal quarter ended June 30, 1999 .................... $11.13 $ 6.56
Fiscal quarter ended September 30, 1999 ............... $11.44 $ 4.16
Fiscal quarter ended December 31, 1999 ................ $ 9.88 $ 4.00
Fiscal quarter ended March 31, 2000 ................... $26.00 $ 8.72
Fiscal quarter ended June 30, 2000 .................... $17.38 $ 6.69
Fiscal quarter ended September 30, 2000 ............... $ 9.50 $ 2.94
Fiscal quarter ended December 31, 2000 ................ $ 7.81 $ 2.34
Fiscal quarter ended March 31, 2001 ................... $ 6.59 $ 2.50
Sales of Registered Securities and Use of Proceeds. During June 1999, the
Company completed its initial public offering of 3,700,000 shares of its common
stock. The offering date was June 9, 1999. The Offering was closed on June 14,
1999.
The lead underwriters in the offering were Bluestone Capital Partners,
L.P. and Pacific Crest Securities Inc. The shares of common stock sold in the
Offering were registered under the Securities Act of 1933, as amended, on a
Registration Statement on Form S-1 (File No. 333-72151), which was declared
effective by the Securities and Exchange Commission on June 9, 1999.
A total of 3,700,000 shares of common stock were sold by the Company
under the Registration Statement for an aggregate amount of $40,700,000 (based
upon the offering price of $11.00 per share), before deduction of underwriting
discounts, commissions and other expenses.
After deducting underwriting discounts and commissions of $3.8 million
and expenses of $1.6 million in connection with the Offering, the Company
received net proceeds from the Offering of $35.3 million. To date, the Company
has used these proceeds for direct or indirect payments to others as follows:
(i) $16.7 million for reduction of debt and vendor settlements; (ii) $5.1
million for sales and marketing; (iii) $2.1 million for product development; and
(iv) $11.4 million for working capital and general corporate purposes.
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ITEM 6. SELECTED FINANCIAL DATA
The selected data presented below under the captions "Selected Statements
of Operations Data" and "Selected Balance Sheet Data" for, and as of the end of,
each of the years in the five-year period ended December 31, 2000, are derived
from the consolidated financial statements of Litronic Inc. and subsidiaries,
which consolidated financial statements have been audited by KPMG LLP,
independent certified public accountants. The consolidated financial statements
as of December 31, 2000, and 1999, and for each of the years in the three-year
period ended December 31, 2000, and the report thereon, are included elsewhere
in this annual report.
SELECTED STATEMENTS OF OPERATIONS DATA:
YEARS ENDED DECEMBER 31,
------------------------------------------------------------------------
1996 1997 1998 1999(1) 2000(1)
----------- ----------- ----------- ----------- -----------
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
Revenues:
Product .......................................... $ 7,855 $ 8,627 $ 5,214 $ 29,587 $ 37,421
License and service .............................. 1,541 1,539 1,041 1,270 1,935
Research and development ......................... -- -- 398 798 --
----------- ----------- ----------- ----------- -----------
Total revenues .............................. 9,396 10,166 6,653 31,655 39,356
----------- ----------- ----------- ----------- -----------
Costs and expenses:
Cost of sales -- product ......................... 4,098 3,211 2,821 25,478 30,481
Cost of sales -- license and service ............. 581 643 950 590 679
Selling, general, and administrative ............. 2,052 3,487 2,631 7,194 9,559
Research and development ......................... 725 1,172 1,334 3,906 5,800
Impairment of goodwill and other intangibles ..... -- -- -- -- 31,415
Amortization of goodwill and other intangibles ... -- -- -- 1,448 2,828
----------- ----------- ----------- ----------- -----------
Operating income (loss) ............................... 1,940 1,653 (1,083) (6,961) (41,406)
Other (income) expense, net ........................... 19 42 418 168 (7)
----------- ----------- ----------- ----------- -----------
Earnings (loss) from continuing
operations before income taxes ...................... 1,921 1,611 (1,501) (7,129) (41,399)
Provision for (benefit from) income taxes ............. 29 22 (95) (43) 6
----------- ----------- ----------- ----------- -----------
Earnings (loss) from continuing operations ............ $ 1,892 $ 1,589 $ (1,406) $ (7,086) $ (41,405)
=========== =========== =========== =========== ===========
Net earnings (loss) ................................... $ 906 $ 15,334 $ (1,406) $ (7,086) $ (41,405)
=========== =========== =========== =========== ===========
Earnings (loss) from continuing
operations per share: basic and diluted ............. $ .49 $ .41 $ (.36) $ (1.00) $ (4.20)
=========== =========== =========== =========== ===========
Net earnings (loss) per share: basic and diluted ...... $ .23 $ 3.96 $ (.36) $ (1.00) $ (4.20)
=========== =========== =========== =========== ===========
Shares used in per share computations:
basic and diluted ................................... 3,870,693 3,870,693 3,870,693 7,055,882 9,862,472
=========== =========== =========== =========== ===========
- ----------
(1) On June 14, 1999, we completed the acquisition of Pulsar Data Systems,
Inc. All outstanding shares of Pulsar were exchanged for 2,169,938 shares
of the our common stock. The acquisition was accounted for using the
purchase method of accounting, and accordingly, the results of operations
of Pulsar have been included in our consolidated financial statements
from June 14, 1999. We have determined that the integration of Pulsar
will not be completed as planned. Based on the results of an independent
valuation, we recorded an impairment charge of $31.4 million related to
unamortized intangible assets acquired in connection with our acquisition
of Pulsar.
SELECTED BALANCE SHEET DATA:
DECEMBER 31,
--------------------------------------------------------------
1996 1997 1998 1999 2000
------- ------- ------- ------- -------
(IN THOUSANDS)
Cash and cash equivalents ................... $ 862 $ 490 $ 898 $ 6,441 $ 4,120
Working capital ............................. 1,662 385 758 12,592 4,858
Total assets ................................ 7,409 2,347 2,791 51,104 11,768
Current installments of long-term debt ...... 545 -- 580 481 1,986
Long-term debt, less current installments ... 4,997 3,506 5,200 -- 19
Total liabilities ........................... 7,510 5,148 6,998 3,171 5,220
Total shareholders' equity (deficit) ........ (101) (2,801) (4,207) 47,933 6,548
During the year ended December 31, 1997, Litronic paid a cash dividend of
$9.5 million to its stockholders. No other dividends have been paid during the
periods presented. Our loan agreements restrict our ability to pay cash
dividends.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
We provide professional Internet data security services and develop and
market software and microprocessor-based products needed to secure electronic
commerce and communications over the Internet and other communications networks
based on Internet protocols. Our primary technology offerings use PKI, which is
the standard technology for securing Internet-based commerce and communications.
In addition, Pulsar, a wholly owned subsidiary, is an established computer and
networking product reseller that focuses on resales to government agencies,
large corporate accounts and state and local governments. We acquired Pulsar in
June 1999 in exchange for 2,169,938 shares of our common stock.
Before 1990, we were solely a provider of electronic interconnect
products to government and commercial entities. In 1990, we formed our data
security division, which is the basis of our operations today. The data security
division was engaged primarily in research and development until 1993 when it
began to generate meaningful revenue. In September 1997, we sold our Intercon
division, which consisted of the assets relating to our interconnect operations,
for cash to Allied Signal Inc., a non-related, publicly traded company.
RESULTS OF OPERATIONS -- COMPARISON OF YEARS ENDED DECEMBER 31, 1998, 1999 AND
2000
Because we acquired Pulsar in June 1999, for the fiscal year ended
December 31, 1999, our revenue and expenses include the results of Pulsar's
operations since June 14, 1999. Therefore, revenue and expenses are not
comparable from period to period.
TOTAL REVENUE. Total revenue increased 376% from $6.7 million during the
year ended December 31, 1998 to $31.7 million during the year ended December 31,
1999 and increased 24% from $31.7 million during 1999 to $39.4 million during
the year ended December 31, 2000. The increase from 1998 to 1999 consisted of
$26.5 million of network solutions market revenue generated by Pulsar subsequent
to the acquisition, a decrease of $1.9 million in information security products
and services revenue, and an increase of $0.4 million in research and
development revenue. The increase from 1999 to 2000 consisted of a $5.5 million
increase in network solutions market revenue primarily attributable to a full
year of sales in 2000 as compared to a partial year in 1999, a $3.0 million
increase in information security products and services revenue primarily
attributable to an increase in sales of existing data security products and
services, and a $0.8 million decrease in research and development revenue
attributable to the completion in 1999 of the contract that was responsible for
generating research and development revenue.
During 1998, 44%, 20% and 17% of revenue was generated from sales to
Lockheed Martin Corporation, the National Security Agency and the U.S. Army
Corps of Engineers, respectively. During 1999, 31% and 12% of revenue was
generated from sales to the United States Immigration and Naturalization
Service and the United States Department of State, respectively. During 2000,
42% of revenue was generated from sales to the United States Immigration and
Naturalization Service. Sales to federal government agencies accounted for
approximately 81%, 78% and 79% of sales during 1998, 1999 and 2000,
respectively.
PRODUCT REVENUE. Product revenue increased 467% from $5.2 million during
1998 to $29.6 million during 1999 and increased 26% from 1999 to $37.4 million
during 2000. The increase from 1998 to 1999 consisted of $26.0 million of
network deployment product revenue generated by Pulsar subsequent to the
acquisition and a decrease of $1.6 million in data security product revenue. The
increase from 1999 to 2000 consisted of a $5.6 million increase in network
deployment products revenue and a $2.2 million increase in data security
products revenue.
LICENSE AND SERVICE REVENUE. License and service revenue increased 22%
from $1.0 million during 1998 to $1.3 million during 1999 and increased 52% from
$1.3 million during 1999 to $1.9 million during 2000. The increase from 1998 to
1999 was primarily attributable to service revenues of $436,000 associated with
the electric security systems ("ESS") product line that was acquired as part of
the Pulsar acquisition. The ESS product line did not fit into either of our
primary business segments and in July 2000 we discontinued the ESS product
line. We did not incur any significant expenses and we do not believe there will
be any material impact on future results of operations as a result of our
decision to discontinue the ESS product line. The increase from 1999 to 2000 was
primarily attributable to an increase of $444,000 related to an ongoing
government support contract that began in August 1999 and to the recognition of
$137,000 of revenue, out of a total of $550,000 contract, that requires us to
provide customer support for three years. The balance of this $550,000 contract
has been recorded as deferred revenue and will be recognized over the remainder
of the support period.
RESEARCH AND DEVELOPMENT REVENUE. Research and development revenue
represents amounts earned under a contract with the National Security Agency
("NSA") for the design of a microprocessor meeting minimum specifications
established by the NSA. We have contracted with others to perform aspects of the
project. All related project costs were expensed as research and development was
incurred. Regardless of the results of the development efforts, the amounts
received from the NSA are nonrefundable. The related research and development
costs were not separately identifiable. Therefore, the corresponding costs of
the entire development effort were included in research and development
expenses. Research and development revenue increased 101% from $398,000 during
1998
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to $798,000 during 1999. The increase from 1998 to 1999 was primarily
attributable to a greater portion of total contract revenues being earned in
1999 than were earned in 1998. The contract that resulted in research and
development revenue was completed in 1999 and no further research and
development revenue is currently anticipated under this contract.
PRODUCT GROSS MARGIN. Product gross margin decreased as a percentage of
net product revenue from 46% during 1998 to 14% during 1999 and increased to 19%
during 2000. The decrease from 1998 to 1999 was primarily attributable to the
mix of low-margin versus high-margin products sold during 1999. During 1999
network deployment products represented 88% of product revenue as compared to
data security products that represented 12% of product revenue. The increase
from 1999 to 2000 was primarily attributable to the proportionately higher
increase in revenue related to data security products as compared to network
deployment products. During 2000, network deployment products represented 85% of
product revenue as compared to data security products that represented 15% of
product revenue. Margins from the sale of data security products are
significantly greater than the margins from the sale of network deployment
products.
LICENSE AND SERVICE GROSS MARGIN. License and service gross margin
increased as a percentage of license and service revenue from 9% during 1998 to
54% during 1999 and increased to 65% during 2000. The increase from 1998 to 1999
was primarily attributable to the Company's ability to reduce the underutilized
labor cost that had resulted in lower gross margins in the prior year. The
increase from 1999 to 2000 was primarily attributable to discontinuing the ESS
product line. Gross margins associated with the ESS product line were
significantly less than the gross margins associated with data security
services. The ESS product line was discontinued in July 2000.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased 173% from $2.6 million during 1998 to $7.2
million during 1999 and increased 33% from 1999 to $9.6 million during 2000. The
increase from 1998 to 1999 was primarily attributable to the additional selling,
general and administrative expenses associated with Pulsar. The increase from
1999 to 2000 was primarily attributable to twelve months of Pulsar related
selling, general and administrative expenses in 2000 as compared to
approximately six months in 1999. As a percentage of revenue, selling, general
and administrative expenses decreased from 40% during 1998 to 23% during 1999
and increased to 24% during 2000. The percentage decrease from 1998 to 1999 was
primarily attributable to the revenues generated by Pulsar during 1999 and the
percentage increase from 1999 to 2000 was primarily attributable to selling,
general and administrative expenses increasing at a rate slightly higher than
the rate of increase in revenues due to lower sales than planned.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
increased 193% from $1.3 million during 1998 to $3.9 million during 1999 and
increased 48% from 1999 to $5.8 million during 2000. The increase from 1998 to
1999 was primarily attributable to significant increased staffing related to
product development, including development efforts related to the Forte
microprocessor, Maestro, Profile Manager, NetSign and token reader/writers. The
increase from 1999 to 2000 was primarily attributable to continued significant
staffing increases related to those same projects that were responsible for the
staffing increases in 1999. As a percentage of revenue, research and development
expenses decreased from 20% during 1998 to 12% during 1999 and increased to 15%
during 2000. The percentage decrease from 1998 to 1999 was primarily
attributable to the revenues generated by Pulsar. The percentage increase from
1999 to 2000 was primarily attributable to the continued expansion of our
research and development efforts increasing at a rate of 48% while revenues
increased at a rate of 24%.
IMPAIRMENT OF GOODWILL AND OTHER INTANGIBLES. In June 1999, we acquired
Pulsar. All of the outstanding shares of Pulsar were exchanged for 2,169,938
shares of our common stock. The acquisition was accounted for using the purchase
method of accounting. In the fourth quarter we determined the integration of
Pulsar would not be completed as planned and the anticipated operating synergies
would not be realized, therefore, we are currently exploring various
alternatives for the Pulsar operations. As a result, in accordance with
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of",
the Company has analyzed the recoverability of the goodwill and other
intangibles relating to the acquisition of Pulsar. In order to evaluate the
recoverability of the remaining goodwill and other intangible assets, the
Company engaged the services of an independent valuation firm to perform a
valuation. Based on the results of the independent valuation, the Company
recorded an impairment charge of $31.4 million related to unamortized intangible
assets acquired in the purchase of Pulsar. Based on the independent valuation,
management believes that after the impairment charge of $31.4 million, no
further impairment exists at December 31, 2000. The remaining unamortized
intangible assets of $783,000 acquired in the purchase of Pulsar will be
amortized over the remainder of their 10-year life.
AMORTIZATION OF GOODWILL AND OTHER INTANGIBLES. The amortization of
goodwill and other intangibles recorded during 1999 was attributable to the
acquisition of Pulsar. The amortization recorded during the year ended December
31, 1999 of $1.4 million relates to the period June 14, 1999 through December
31, 1999. The amortization of goodwill and other intangibles increased 100% from
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$1.4 million during 1999 to $2.8 million during 2000. The increase is primarily
attributable to a full year of amortization expense related to unamortized
intangible assets in 2000 compared to six months during 1999 when the Company
acquired Pulsar.
OTHER (INCOME) EXPENSE, NET. Other (income) expense, net, decreased 60%
from $418,000 during 1998 to $168,000 during 1999 and decreased 104% from 1999
to ($7,000) during 2000. The decrease from 1998 to 1999 was primarily
attributable to the reduction in interest expense that resulted when proceeds
from our initial public offering were used to extinguish outstanding debt
obligations. The decrease from 1999 to 2000 was primarily attributable to an
increase in interest income of $75,000 and a reduction in interest expense of
$27,000.
INCOME TAXES. For 1998 the income tax benefit of $95,000 was primarily
attributable to losses from continuing operations before income taxes of $1.5
million. For 1999 the income tax benefit of $43,000 was primarily attributable
to prior year tax refunds received that exceeded amounts recorded as receivable
in prior years. For 2000 the income tax expense of $6,000 was primarily
attributable to minimum California franchise taxes.
BACKLOG. At December 31, 1998, 1999 and 2000 total backlog was $717,000,
$366,000 and $1.3 million, respectively. Orders are subject to cancellation in
certain circumstances, and backlog may therefore not be indicative of future
operating results. The increase in the backlog at December 31, 2000, was
attributable to an increase of $409,000 related to data security products and
$525,000 related to network deployment products. The backlog of data security
products at December 31, 2000, consisted primarily of unfilled orders for the
Argus 300. Materials required to assemble the Argus 300 were not received until
January 2001. Once the necessary materials were received, the Argus 300 readers
were assembled and shipped during the first quarter of 2001. The backlog of
network deployment products at December 31, 2000, was the result of orders that
were received too close to the end of the year to be shipped before the end of
the year.
LIQUIDITY AND CAPITAL RESOURCES
In June 1999, we completed our initial public offering of common stock.
The net proceeds of the offering were $35.3 million.
In June 1999 we also entered into a three-year lending agreement with
Guaranty Business Credit Corporation ("GBCC") permitting borrowings under a
$20.0 million secured revolving line of credit facility that commenced on June
14, 1999. The agreement provided for an annual interest rate of prime plus
.625%; and a pledge of substantially all of our personal and real property as
collateral. Although the credit facility was for borrowings up to $20.0 million,
under the terms of the agreement the amount of borrowing available to the
Company was subject to a maximum borrowing limitation based on eligible
collateral. Eligible collateral consisted of 85% of eligible accounts receivable
plus the lesser of (a) 50% of the value of eligible on-hand inventory or (b)
$1.0 million. As a result, the amount that was actually available to the Company
at any particular time may have been significantly less than the full $20.0
million credit facility due to the maximum borrowing limitation calculation. The
agreement with our lender included a number of covenants and restrictions that
we were required to adhere to. These covenants and restrictions included
maintenance of minimum levels of working capital, tangible net worth, and
profitability. In addition, the agreement did not allow us to pay dividends. Our
borrowings related to this agreement are included in current installments of
long-term debt in the consolidated financial statements.
At December 31, 2000, the maximum borrowing limitation based on our
eligible collateral was $2.1 million. However, at December 31, 2000 we were not
in compliance with the covenant related to net quarterly profits for the fourth
quarter of 2000. During the first quarter of 2001 we requested and received a
waiver for this violation. We amended the GBCC revolving line of credit facility
effective March 31, 2001. Under the terms of the amended agreement, the maximum
borrowings are $5.0 million. The amended agreement provides for an annual
interest rate of prime plus .625%, and a pledge of substantially all of our
personal and real property as collateral. Although the credit facility is for
borrowings up to $5.0 million, under the terms of the agreement the amount of
borrowing available to the Company is subject to a maximum borrowing limitation
based on eligible collateral. Eligible collateral consists of 35% of eligible
accounts receivable. As a result, the amount actually available to us at any
particular time may be less than the full $5.0 million credit facility due to
the maximum borrowing limitation calculation. The amended agreement with our
lender includes a number of covenants and restrictions that we are required to
adhere to. These covenants and restrictions include maintenance of minimum
levels of working capital, tangible net worth, and profitability. In addition,
the amended agreement does not allow us to pay dividends. We were in compliance
with these covenants as of March 31, 2001.
During the twelve months ended December 31, 2000, cash used in operations
was $3.6 million primarily attributable to a net loss of $41.4 million, which
included an impairment charge of $31.4 million related to unamortized goodwill
and other intangible assets. The net loss was primarily offset by the $31.4
million noncash impairment charge of goodwill and other intangibles, $3.5
million of noncash depreciation and amortization and a reduction in accounts
receivable of $2.7 million. During the twelve months ended December 31, 1999
cash used in operations was $11.5 million primarily due to a net loss of $7.1
million, an increase of $1.8 million in accounts receivable, a decrease of $4.0
million in accounts payable and a decrease of $0.6 million in accrued
liabilities. These uses of cash were partially offset by $1.8 million of noncash
depreciation and amortization. The amount of cash used in operating activities
was $7.9 million less in 2000 as compared to 1999. The reduction in cash used in
operating activities was primarily attributable to an increase in the net loss
of $34.3 million that included a non-cash impairment charge of $31.4 million, an
increase in depreciation and amortization of $1.7 million, a net decrease in net
accounts receivable of $4.5 million, a net increase in accounts payable of $4.1
million, and a net increase in deferred revenue of $0.5 million.
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During the twelve months ended December 31, 2000, cash used in investing
activities was $251,000 versus $894,000 in 1999. The reduction was the result of
$612,000 of cash related to our revolving line of credit that was restricted in
1999 and was subsequently unrestricted in 2000, and an increase in capital
expenditures of $581,000 in 2000 as compared to 1999.
During the twelve months ended December 31, 2000, cash provided by
financing activities was $1.5 million versus $17.9 million in 1999. The cash
provided by financing activities in 2000 was primarily the result of borrowings
of $24.4 million under bank and other borrowing agreements. These borrowings
were offset by repayments of $22.9 million under bank and other borrowing
agreements. The cash provided by financing activities in 1999 was primarily the
result of net proceeds from the initial public offering of $35.3 million, and
borrowings of $27.0 million under bank and other borrowing agreements. These
were partially offset by repayments of $44.4 million under bank and other
borrowing agreements.
We believe that existing cash and cash equivalents and the current
availability under our amended $5.0 million revolving line of credit will be
sufficient to satisfy our contemplated cash requirements for the next twelve
months. Our amended $5.0 million revolving line of credit facility contains
various covenants and restrictions including those noted above. As of December
31, 2000, the Company was not in compliance with certain covenants, and has
obtained a waiver of these covenants. If we do not maintain our amended $5.0
million revolving line of credit, or receive waivers for future covenant
violations, we may seek additional capital from one or more of the following
sources:
- Company merger -- In February 2001, we signed a Term Sheet with
BIZ relating to our proposed merger. We will be the surviving
entity after the proposed merger is complete and will be renamed
SSP Solutions, Inc. We anticipate that the combined entity will be
in a more favorable position to access capital markets. If the
merger is not completed in a timely manner or not at all, we may
seek additional capital on terms less favorable than if the merger
were completed in a timely manner.
- Additional equity capital -- We may seek additional equity
capital. Equity capital, if available, may be issued at a discount
to market resulting in dilution to current stockholders. In
addition, providers of new equity capital may require additional
concessions in order for them to provide needed capital to the
Company.
We plan to begin shipping our new CypherServers in mid-2001. Our
operating forecast assumes the CypherServer product launch goes as planned and
anticipated sales of the CypherServers are realized. If the product launch is
delayed or if the anticipated CypherServer sales are not realized, it will be
necessary for us to reduce expenses. Expense reductions would include, but not
be limited to, staffing reductions and reductions in other operating expenses as
necessary.
Our future capital requirements may vary materially from those now
planned. The amount of capital that we will need in the future will depend on
many factors including, but not limited, to:
- the market acceptance of our products and services
- the levels of promotion and advertising that will be required to
launch new products and services and attain a competitive position
in the market place
- research and development plans
- levels of inventory and accounts receivable
- technological advances
- competitors' responses to our products and services
- relationships with partners, suppliers and customers
- our projected capital expenditures
- the proposed merger with BIZ and successful integration
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In addition, we may require additional capital to accommodate planned
growth, hiring, infrastructure and facility needs or to consummate acquisitions
of other businesses, products or technologies.
New Accounting Standards
In June 1998, the Financial Accounting Standards Board, or FASB, issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities". SFAS 133 establishes accounting
and reporting standards for derivative instruments, hedging activities and
exposure definition. SFAS 133 requires an entity to recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value. Derivatives that are not hedges must be
adjusted to fair value through earnings. If a derivative is a hedge, depending
on the nature of the hedge, changes in fair value will either be offset against
the change in fair value of the hedged assets, liabilities, or firm commitments
through earnings, or recognized in other comprehensive income until the hedged
item is recognized in earnings. In June 1999, the FASB issued SFAS 137,
"Accounting for Derivative Instruments and Hedging Activities -- Deferral of the
Effective Date of FASB Statement No. 133", which defers the effective date of
SFAS 133 to all fiscal quarters for fiscal years beginning after June 15, 2000.
In June 2000, the FASB issued SFAS 138 "Accounting for Certain Derivative
Instruments and Certain Hedging Activities, an amendment of FASB Statement No.
133 ("SFAS 138"). Although we continue to review the effect of the
implementation of SFAS 133 and SFAS 138, we do not currently believe their
adoption will have a material impact on our consolidated financial position or
overall trends in results of operations, and do not believe adoption will result
in significant changes to our financial risk management practices.
BUSINESS ENVIRONMENT AND RISK FACTORS
THE ANTICIPATED BENEFITS OF OUR PROPOSED MERGER WITH BIZ MAY NOT BE REALIZED
In February 2001, we signed a term sheet with BIZ relating to our
proposed merger. Even though we expect that our merger with BIZ will result in
mutual benefits, those benefits may not be realized due to a number of factors:
- If the merger is not completed in a timely manner or not at all,
we may seek additional capital on terms less favorable than if the
merger were completed in a timely manner.
- The anticipated management and operational synergies of the
proposed merger may not be realized.
- The anticipated increase in sales resulting from the combined
efforts and combined distribution channels may not be realized.
- Potential adverse short-term effects on operating results,
primarily as a result of increased costs resulting from the
integration of the operation of the two companies may adversely
affect our earnings.
- Difficulties in creating and maintaining uniform standards,
controls, procedures and policies may adversely affect the
operations of the two companies.
If we are unable to successfully integrate the operations of BIZ after
the merger, our business, financial condition and operating results may be
adversely affected.
OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY
Our quarterly operating results may fluctuate significantly as a result
of a variety of factors, many of which are outside our control. These factors
include:
- the length of our customer commitments
- patterns of information technology spending by customers
- the timing, size, mix and customer acceptance of our product and
service product offerings and those of our competitors
- the timing and magnitude of required capital expenditures
- the need to use outside contractors to complete some assignments
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AN INCREASE IN OUR FUTURE CAPITAL REQUIREMENTS COULD ADVERSELY AFFECT OUR
ABILITY TO FUND OUR OPERATIONS.
Future capital requirements may vary materially from those now planned.
If our future capital requirements increase significantly, we may not be able to
raise sufficient capital to fund our operations. The amount of capital that we
will need in the future will depend on many factors including, but not limited
to:
- the market acceptance of our products and services
- the levels of promotion and advertising that will be required to
launch new products and services and attain a competitive position
in the market place
- research and development plans
- levels of inventory and accounts receivable
- technological advances
- competitors' responses to our products and services
- relationships with partners, suppliers and customers
- our projected capital expenditures
- the proposed merger with BIZ
If we do need to raise additional capital it may be on terms that are
unfavorable to us and may result in dilution to current shareholders.
If we unable to raise additional capital to fund our operations, it may
be necessary for us to restructure our business operations or implement other
cost-cutting measures. Such a plan to cut costs may improve our cash flow but it
may also inhibit our growth as we may not have the personnel and resources to
implement our business strategies and expand our operations.
WE HAVE A HISTORY OF LOSSES AND MAY INCUR FUTURE LOSSES.
We may not become profitable or significantly increase our revenue. We
incurred net losses of $7.1 million and $41.4 million for the years ended
December 31, 1999 and 2000, respectively.
A DEFAULT UNDER OUR SECURED CREDIT ARRANGEMENTS COULD RESULT IN A FORECLOSURE OF
OUR ASSETS BY OUR CREDITORS.
All of our assets are pledged as collateral to secure portions of our
debt. This means that if we default on our secured debt obligations, our
indebtedness could become immediately due and payable and the lenders could
foreclose on our assets. From time to time, we have been in violation of
financial covenants under our existing credit arrangements and have had to
negotiate with our lenders for waivers or forbearance agreements for these
violations. Although we have received waivers in the past, we may not be able to
obtain waivers of continuing, or future covenant violations.
THE TERMS OF OUR LOAN AGREEMENTS COULD LIMIT OUR ABILITY TO IMPLEMENT OUR
BUSINESS STRATEGY.
The terms of our loan agreements with our credit providers could limit
our ability to implement our strategy. In addition to substantially prohibiting
us from incurring additional indebtedness, our loan agreements with these
creditors limit, or prohibit, us from the following unless we first obtain their
consent:
- declaring or paying cash dividends
- making capital distributions or other payments to stockholders
- merging or consolidating with another corporation
- selling all or substantially all of our assets
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WE DERIVE A SUBSTANTIAL PORTION OF OUR REVENUE FROM A SMALL NUMBER OF CUSTOMERS
AND, THEREFORE, THE LOSS OF EVEN ONE OF THESE CUSTOMERS COULD SIGNIFICANTLY AND
NEGATIVELY IMPACT OUR OPERATING RESULTS.
We depend on a limited number of customers for a substantial portion of
our revenue and many of our contracts with our significant customers are
short-term contracts. The nonrenewal of any significant contract upon
expiration, or a substantial reduction in sales to any of our significant
customers, would adversely affect our business unless we were able to replace
the revenue we received from these customers. During the year ended December 31,
2000, we derived 42% of our consolidated revenue from one customer.
DOING BUSINESS WITH THE U.S. GOVERNMENT ENTAILS MANY RISKS, WHICH COULD
ADVERSELY AFFECT US.
Sales to U.S. government agencies accounted for 81% of our consolidated
revenue for the year ended December 31, 2000. Our sales to these agencies are
subject to risks, including:
- early termination of our contracts;
- disallowance of costs upon audit; and
- the necessity to participate in competitive bidding and proposal
processes, which is costly, time consuming and may result in
unprofitable contracts.
In addition, the government may be in a position to obtain greater rights
with respect to our intellectual property than we would grant to other entities.
Government agencies also have the power, based on financial difficulties or
investigations of its contractors, to deem contractors unsuitable for new
contract awards. Because we engage in the government contracting business, we
have been and will be subject to audits and may be subject to investigation by
governmental entities. Failure to comply with the terms of any of our
governmental contracts could result in substantial civil and criminal fines and
penalties, as well as our suspension from future government contracts for a
significant period of time, any of which could adversely affect our business.
IF USE OF THE INTERNET AND OTHER COMMUNICATIONS NETWORKS BASED ON INTERNET
PROTOCOLS DOES NOT CONTINUE TO GROW, DEMAND FOR OUR PRODUCTS MAY NOT INCREASE.
Increased demand for our products depends in large part on the continued
growth of the Internet and Internet protocol-based networks and the widespread
acceptance and use of these mediums for electronic commerce and communications.
Because electronic commerce and communications over these networks are evolving,
we cannot predict the size of the market and its sustainable growth rate. A
number of factors may affect market size and growth rate, including:
- the use of electronic commerce and communications may not
increase, or may increase more slowly than we expect;
- the Internet infrastructure and communications services to support
electronic commerce may not be able to continue to support the
demands placed on it by continued growth; and
- the growth and reliability of electronic commerce and
communications could be harmed by delays in development or
adoption of new standards and protocols to handle increased levels
of activity or by increased governmental regulation.
IF PKI TECHNOLOGY IS COMPROMISED, OUR BUSINESS WOULD BE ADVERSELY AFFECTED.
Many of our products are based on PKI technology. The security afforded
by this technology depends on the integrity of a user's private key, which
depends in part on the application of algorithms, or advanced mathematical
factoring equations. The occurrence of any of the following could result in a
decline in demand for our data security products:
- any significant advance in techniques for attacking PKI systems,
including the development of an easy factoring method or faster,
more powerful computers
- publicity of the successful decoding of cryptographic messages or
the misappropriation of private keys
- government regulation limiting the use, scope or strength of PKI
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OUR INABILITY TO FIND ALTERNATIVE SUPPLIERS OF COMPONENTS MAY ADVERSELY AFFECT
OUR BUSINESS.
Some of the components incorporated into our products are produced by
other vendors. We currently purchase some of these components from a single
supplier, thus presenting a risk that they may not be available on commercially
reasonable terms in the future or at all. Our inability to develop alternative
sources, if necessary, may require us to redesign certain products which could
result in delays or reductions in product shipments that could adversely affect
our business.
IF WE DO NOT RESPOND TO RAPID TECHNOLOGICAL CHANGES, OUR PRODUCTS AND SERVICE
OFFERINGS COULD BECOME OBSOLETE.
If we are unable to modify existing products and develop new products
that are responsive to changing technology and standards and meet customer needs
in a timely and cost effective manner, our business could be adversely affected.
The markets we serve are characterized by rapidly changing technology, emerging
industry standards and frequent introduction of new products. The introduction
of products embodying new technologies and the emergence of new industry
standards may render our products obsolete or less marketable. The process of
developing our products and services is extremely complex and requires
significant continuing development efforts.
IF WE FAIL TO ESTABLISH AND MAINTAIN STRATEGIC RELATIONSHIPS, OUR ABILITY TO
DEVELOP AND MARKET OUR PRODUCTS WOULD BE ADVERSELY AFFECTED.
The loss of any of our existing strategic relationships, or the inability
to create new strategic relationships in the future, could adversely affect our
ability to develop and market our products. We depend upon our partners to
develop and market products and to fund and perform their obligations as
contemplated by our agreements with them. We do not control the time and
resources devoted by our partners to these activities. These relationships may
not continue or may require us to spend significant financial, personnel and
administrative resources from time to time. We may not have the resources
available to satisfy our commitments, which may adversely affect our strategic
relationships. Further, our products and services may compete with the products
and services of our strategic partners. This competition may adversely affect
our relationships with our strategic partners, which could adversely affect our
business.
WE DEPEND ON KEY MANAGEMENT PERSONNEL.
Our success will depend largely on the continuing efforts of our
executive officers and senior management. Our business may be adversely affected
if the services of any of our key personnel become unavailable to us. There is a
risk that these individuals will not continue to serve for any particular period
of time. While we have obtained a key person life insurance policy on the life
of our current chief executive officer in the amount of $3.0 million, this
amount may not be sufficient to offset the loss of his service.
THERE IS SIGNIFICANT COMPETITION IN OUR INDUSTRY FOR HIGHLY SKILLED EMPLOYEES
AND OUR FAILURE TO ATTRACT AND RETAIN TECHNICAL PERSONNEL WOULD ADVERSELY AFFECT
OUR BUSINESS.
We may not be able to successfully attract or retain highly skilled
employees. Our inability to hire or retain highly qualified individuals may
impede our ability to develop, install, implement and service our software and
hardware systems, customers and potential customers or efficiently conduct our
operations, all of which may adversely affect our business. The data security
and networking solution industries are characterized by a high level of employee
mobility, and the market for highly qualified individuals in the
computer-related fields is intense. This competition means there are fewer
highly qualified employees available to hire and the costs of hiring and
retaining these individuals are high. Even if we are able to hire these
individuals, we may be unable to retain them. Furthermore, there is increasing
pressure to provide technical employees with stock options and other equity
interests, which may dilute earnings per share.
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POTENTIAL PRODUCT DEFECTS COULD SUBJECT US TO CLAIMS FROM CUSTOMERS.
Products as complex as those we offer may contain undetected errors or
result in failures when first introduced or when new versions are released.
Despite our product testing efforts and testing by current and potential
customers, it is possible that errors will be found in new products or
enhancements after commencement of commercial shipments. The occurrence of
product defects or errors could result in adverse publicity, delay in product
introduction, diversion of resources to remedy defects, loss of or a delay in
market acceptance or claims by customers against us, or could cause us to incur
additional costs, any of which could adversely affect our business.
WE MAY BE EXPOSED TO POTENTIAL LIABILITY FOR ACTUAL OR PERCEIVED FAILURE TO
PROVIDE REQUIRED PRODUCTS OR SERVICES.
Because our customers rely on our products for critical security
applications, we may be exposed to potential liability claims for damage caused
to an enterprise as a result of an actual or perceived failure of our products.
An actual or perceived breach of enterprise network or data security systems of
one of our customers, regardless of whether the breach is attributable to our
products or solutions, could adversely affect our business reputation.
Furthermore, our failure or inability to meet a customer's expectations
in the performance of our services, or to do so in the time frame required by
the customer, regardless of our responsibility for the failure, could:
- result in a claim for substantial damages against us by the
customer
- discourage customers from engaging us for these services
- damage our business reputation
In addition, as a professional services provider, a portion of our
business involves employing people and placing them in the workplace of other
businesses. Therefore, we are also exposed to liability for actions taken by our
employees while on assignment.
WE FACE INTENSE COMPETITION FROM A NUMBER OF SOURCES.
The markets for our products and services are intensely competitive and,
as a result, we face significant competition from a number of different sources.
We may be unable to compete successfully as many of our competitors are more
established, benefit from greater name recognition and have substantially
greater financial, technical and marketing resources than we have. In addition,
there are several smaller and start-up companies with which we compete from time
to time. We also expect that competition will increase as a result of
consolidation in the information security technology and product reseller
industries.
THIRD PARTIES COULD OBTAIN ACCESS TO OUR PROPRIETARY INFORMATION OR
INDEPENDENTLY DEVELOP SIMILAR TECHNOLOGIES BECAUSE OF THE LIMITED PROTECTION FOR
OUR INTELLECTUAL PROPERTY.
Our business, financial condition and operating results could be
adversely affected if we are unable to protect our intellectual property rights.
Notwithstanding the precautions we take, third parties may copy or obtain and
use our proprietary technologies, ideas, know-how and other proprietary
information without authorization or independently develop technologies similar
or superior to our technologies. In addition, the confidentiality and
non-competition agreements between us and our employees, distributors, and
clients may not provide meaningful protection of our proprietary technologies or
other intellectual property in the event of unauthorized use or disclosure.
Policing unauthorized use of our technologies and other intellectual property is
difficult, particularly because the global nature of the Internet makes it
difficult to control the ultimate destination or security of software or other
data transmitted. Furthermore, the laws of other jurisdictions may afford little
or no effective protection of our intellectual property rights.
WE MAY FACE CLAIMS OF INFRINGEMENT OF PROPRIETARY RIGHTS.
There is a risk that our products infringe the proprietary rights of
third parties. In addition, whether or not our products infringe on proprietary
rights of third parties, infringement or invalidity claims may be asserted or
prosecuted against us and we could incur significant expense in defending them.
If any claims or actions are asserted against us, we may be required to modify
our products or seek licenses for these intellectual property rights. We may not
be able to modify our products or obtain licenses on commercially reasonable
terms, in a timely manner or at all. Our failure to do so could adversely affect
our business.
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OUR EFFORTS TO EXPAND INTERNATIONAL OPERATIONS ARE SUBJECT TO A NUMBER OF RISKS.
We are currently seeking to increase our international sales. Our
inability to maintain or to obtain federal or foreign regulatory approvals
relating to the import or export of our products on a timely basis could
adversely affect our ability to expand our international business. Additionally,
our international operations could be subject to a number of risks, any of which
could adversely affect our future international sales, including:
- increased collection risks
- trade restrictions
- export duties and tariffs
- uncertain political, regulatory and economic developments
~ inability to protect our intellectual property rights
OUR ABILITY TO PRODUCE THE FORTE PKI CARD ON A TIMELY AND COST-EFFECTIVE BASIS
DEPENDS ON THE AVAILABILITY OF A COMPUTER CHIP FROM A THIRD-PARTY SUPPLIER, WITH
WHOM WE DO NOT EXPECT TO MAINTAIN A SUPPLY AGREEMENT.
Any inability to receive adequate supplies of Atmel Corporation's
specially designed Forte microprocessor would adversely affect our ability to
complete and sell the Forte PKI card. We do not anticipate maintaining a supply
agreement with Atmel Corporation for the Forte microprocessor. If Atmel were
unable to deliver the Forte microprocessor for a lengthy period of time or
terminated its relationship with us, we would be unable to produce the Forte PKI
card until we could design a replacement computer chip for the Forte
microprocessor. We anticipate this would take substantial time and resources to
complete.
A SMALL NUMBER OF STOCKHOLDERS, INCLUDING OUR OFFICERS AND DIRECTORS, WILL HAVE
THE ABILITY TO CONTROL STOCKHOLDER VOTES.
Kris Shah and members of his family presently beneficially own, in the
aggregate, approximately 55% of our outstanding common stock. These
stockholders, if acting together, would have the ability to elect our directors
and to determine the outcome of corporate actions requiring stockholder
approval, irrespective of how other stockholders may vote. This concentration of
ownership may also have the effect of delaying or preventing a change in
control.
THERE IS A LAWSUIT PENDING AGAINST PULSAR, THAT COULD ADVERSELY AFFECT OUR
BUSINESS IF IT IS RESOLVED AGAINST PULSAR.
A Lawsuit is pending against Pulsar that, if resolved against Pulsar,
could materially and adversely affect our business and financial condition. See
"Item 3 -- Legal Proceedings."
OUR STOCK PRICE IS EXTREMELY VOLATILE.
The trading price of our common stock is highly volatile as a result of
factors specific to us or applicable to our market and industry in general.
These factors include:
- variations in our annual or quarterly financial results or those
of our competitors
- company issued earnings announcements that vary from consensus
analyst estimates
- changes by financial research analysts in their recommendations or
estimates of our earnings
- conditions in the economy in general or in the information
technology service sector in particular
- announcements of technological innovations or new products or
services by us or our competitors
- unfavorable publicity or changes in applicable laws and
regulations, or their judicial or administrative interpretations,
affecting us or the information technology service sectors
In addition, the stock market has recently been subject to extreme price
and volume fluctuations. This volatility has significantly affected the market
prices of securities issued by many companies for reasons unrelated to the
operating performance of these
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companies. In the past, following periods of volatility in the market price of a
company's securities, some companies have been sued by their stockholders. If we
were sued, it could result in substantial costs and a diversion of management's
attention and resources, which could adversely affect our business.
WE HAVE ANTI-TAKEOVER DEFENSES THAT COULD DELAY OR PREVENT AN ACQUISITION AND
COULD ADVERSELY AFFECT THE PRICE OF OUR COMMON STOCK.
Our certificate of incorporation and bylaws contain provisions that may
deter a takeover or a change in control or prevent an acquisition not approved
by our board of directors, or that may adversely affect the price of our common
stock.
THE NUMBER OF SHARES ELIGIBLE FOR FUTURE SALE AND THE EXISTENCE OF REGISTRATION
RIGHTS COULD DEPRESS THE MARKET FOR OUR COMMON STOCK.
The possibility that a substantial number of additional shares of common
stock may become tradable in the public market in the future may adversely
affect prevailing market prices for our common stock and could impair our
ability to raise capital through the sale of equity securities. The shares that
are restricted from trading, pursuant to agreement with the underwriter in our
initial public offering, became available for sale in June 2000 and over
succeeding months. We cannot predict the effect, if any, that sales of these
additional securities or the availability of these additional securities for
sale will have on the market prices prevailing from time to time. In addition,
the representatives of the underwriters in our initial public offering were also
granted registration rights, which commenced in June 2000 and provided for the
registration under the Securities Act of 1933, as amended, of the securities
issuable upon exercise of the representatives' warrants. The exercise of these
rights could result in substantial expense to us. Furthermore, if the
representatives exercise their registration rights, they will be unable to make
a market in our securities for up to nine days before the initial sales of the
warrants until the discontinuation of sales. If the representatives cease making
a market, the market and market prices for the securities may be adversely
affected and the holders of these securities may be unable to sell them.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We entered into an agreement with Guaranty Business Credit Corporation
permitting us to borrow under a $20.0 million secured revolving line of credit
facility in June 1999. Under the agreement, we are subject to an annual interest
rate of the prime rate plus 0.625%. An increase in the prime rate can adversely
affect our ability to draw against this line of credit. Future operating results
could also be adversely affected by increases in interest rates that occur while
significant borrowings are outstanding. We had outstanding borrowings of $1.5
million related to this line of credit at December 31, 2000. A 10% change in the
underlying prime rate would result in an approximately $15,000 change in the
annual amount of interest paid on such debt.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the financial statements included in this Report at
pages F-1 through F-18.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below is information regarding our executive officers and
directors and other key employees.
NAME AGE POSITION
---- --- --------
Kris Shah.................... 61 Chairman of the Board, Chief Executive Officer and
President
Roy Luna..................... 50 Chief Financial Officer
James Prohaska............... 52 Vice President, Sales
Robert J. Gray............... 64 Vice President, Product Development
William S. Holmes............ 55 Vice President, Marketing
Gregg Amber(1)(2)............ 44 Secretary and Director
Matthew Medeiros(1)(2)....... 45 Director
- ----------
(1) Member of audit committee.
(2) Member of compensation committee.
Kris Shah is our chairman of the board, chief executive officer and
president. Mr. Shah has been our chairman of the board and chief executive
officer since he founded the company in 1970 and took over the position of
president after Mr. Davis, our former president resigned in September 2000. Mr.
Shah's career has involved every major aspect of circuit design and chip
packaging technology, including research and development, manufacturing,
engineering, marketing and strategic planning. Before forming Litronic, Mr. Shah
held management level positions at Hughes Aircraft Co., Fiberite Inc. and Bell
Industries, Inc. Mr. Shah holds B.S. and M.S. degrees in mechanical engineering
from the University of Southern California.
Roy E. Luna is our chief financial officer. Mr. Luna joined our company
in January 2000 as our chief financial officer. From June 1995 to December 1999,
Mr. Luna was primarily involved in pursuing personal interests. From May 1992 to
May 1995, Mr. Luna held the position of senior vice president and chief
financial officer of CareLine, Inc. CareLine was a publicly traded company
involved in emergency medical transportation. Mr. Luna was one of three original
founders of CareLine. Prior to May 1992, Mr. Luna held a variety of financial
management positions. Mr. Luna is a certified public accountant and holds a B.A.
degree in Business Administration from California State University, Fullerton.
James S. Prohaska is our vice president, sales. Mr. Prohaska joined our
company in December 1999. From September 1998 to November 1999, Mr. Prohaska was
executive vice president of Aliroo, Inc., an international document security
software provider. At Aliroo, Mr. Prohaska was responsible for all aspects of
sales and marketing. From May 1990 to September 1998, Mr. Prohaska was our
director of business development. As director of business development, Mr.
Prohaska was responsible for developing customer relationships, directly
pursuing major sales opportunities and supervising other individuals involved in
the sales process. Before May 1990, Mr. Prohaska held a number of sales and
marketing positions at firms such as Tektronix Inc., United Telecom
Corp./Megatek Division and Genisco Computers. He holds a B.A. degree in
economics from George Mason University and completed advanced postgraduate
studies in business management at the University of Virginia.
Robert J. Gray is our vice president, product development. Mr. Gray
joined our company in May 1990. Mr. Gray served as president of Cyphernet, Inc.,
a division of Codercard, Inc., a data security company, from January 1985 to May
1990. Mr. Gray has also served as president of Genisco Computers Corp., a
manufacturer of computer graphics and imaging hardware for the computer aided
design, image processing and simulation markets. After obtaining his education
in meteorology, oceanography and
26
27
computer sciences from various military schools including the Naval Postgraduate
School in Monterey, California, Mr. Gray served as an officer in the U.S. Navy
for 22 years, specializing in meteorology and computer sciences.
William S. Holmes is our vice president, marketing. Mr. Holmes joined
our company in October 1998 as vice president, marketing and sales. From
September 1996 to October 1998, Mr. Holmes served as vice president, sales and
marketing for Gigatron Software Corporation, a private information management
company. From April 1996 to September 1996, Mr. Holmes served as consultant to
Novaquest Infosystems Inc., a computer reseller. From October 1985 to April
1996, Mr. Holmes served as vice president, managing director of California
Software Products, Inc. From June 1984 to October 1985, Mr. Holmes served as
sales manager of Data Logic Ltd., a subsidiary of Raytheon Corporation. From
February 1971 to June 1984, Mr. Holmes served in project management for
International Computer Limited in England and South Africa. Mr. Holmes attended
Watford College of Technology in England.
Matthew Medeiros has been serving as one of our directors since June
1999. Since February 1998, Mr. Medeiros has served as chairman and chief
executive officer of Phillips Flat Display Systems. Before joining Phillips, Mr.
Medeiros served as vice president and general manager for the optical polymers
group, and as vice president of business development for the electronic
materials division of Allied Signal Inc. from January 1996 to February 1998. Mr.
Medeiros served as an executive officer of Radius, Inc., including as its vice
president and general manager, MacIntosh systems, and as its vice president,
operations and information systems, from March 1993 to January 1996. Mr.
Medeiros also previously served in executive positions with Radius, Inc., NeXT
Computer and Apple Computer, Inc. in which positions he developed an extensive
background in personal computer manufacturing, operations and materials
management. Mr. Medeiros holds a B.S. degree in business administration,
management science and finance from the University of San Francisco.
Gregg Amber has served as our secretary since March 2000 and was
appointed as a director in April 2000. Mr. Amber is currently a partner with the
law firm of Rutan & Tucker, LLP. From December 1999 until July 2000, Mr. Amber
was the senior vice president, secretary and general counsel for ZLand.com, Inc.
From March 1998 through November 1999, Mr. Amber was a partner with the law firm
of Rutan & Tucker, LLP. Prior to that time, and since June 1995, he was a
partner with the law firm of Snell & Wilmer LLP. Mr. Amber holds a B.A. degree
in political science and mathematics from Principia College and a J.D. from
Stanford Law School.
There are no family relationships among our officers and directors.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended, and
the regulations thereunder, require the directors, executive officers and
persons who own more than 10% of a registered class of our equity securities to
file with the Securities and Exchange Commission, initial reports of ownership
and reports to changes in ownership of our common stock and other equity
securities, and to furnish us with copies of all Section 16(a) forms they file.
During the fiscal year ended December 31, 2000, Robert Gray, our vice
president, product development, and James Prohaska, our vice president, sales,
each failed to file on a timely basis, a Statement of Changes in Beneficial
Ownership on Form 4. In addition, the Kris and Geraldine Shah Family Trust, the
holder of more than 10% of our outstanding shares of common stock, failed to
file on a timely basis, a Statement of Changes in Beneficial Ownership on Form
4. Each of the transactions that were not reported on a timely basis, were
subsequently reported.
To our knowledge, based solely on a review of the copies of the reports
furnished to us and written representations that no other reports were
required, during the year ended December 31, 2000, our officers, directors and
beneficial owners of more than 10% of a registered class of our equity
securities complied with all other Section 16(a) filing requirements applicable
to them.
28
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth information concerning compensation paid
to our chief executive officer and each of our other executive officers who
received an annual salary and bonus of more than $100,000 for services rendered
to us in all capacities during the fiscal year ended December 31, 2000.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION AWARDS
ANNUAL COMPENSATION ------------------------
------------------------------------ SECURITIES
FISCAL OTHER UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS
- --------------------------- ------ -------- ------- ------------ ----------
Kris Shah, 2000 $184,375 -- * 0
Chairman of the Board, Chief 1999 $201,176 -- * 0
Executive Officer and President 1998 $231,998 -- * 0
Roy Luna, 2000 $124,083 -- * 20,000
Chief Financial Officer(1)
James Prohaska(2) 2000 $151,206 -- * 2,500
Vice President, Sales 1999 $ 14,583 -- * 17,500
Robert J. Gray, 2000 $119,583 -- * 10,000
Vice President, Product 1999 $101,329 -- * --
Development
William S. Holmes, 2000 $110,000 $1,000 * 8,388
Vice President, Marketing 1999 $127,599 -- * --
- ----------
* The executive officers also received other fringe benefits from us in
their capacities as executive officers; however, those benefits were
less than $50,000.
(1) Mr. Luna joined our company in January 2000.
(2) Mr. Prohaska joined our company in December 1999.
OPTIONS GRANTED IN LAST FISCAL YEAR
The following table provides information regarding options granted in
the fiscal year ended December 31, 2000 to the executive officers named in the
summary compensation table. We did not grant any stock appreciation rights in
the year ended December 31, 2000. This information includes hypothetical
potential gains from stock options granted in fiscal 2000. These hypothetical
gains are based entirely on assumed annual growth rates of 5% and 10% in the
value of our common stock price over the 10-year life of the stock options
granted in 2000. These assumed rates of growth were selected by the Securities
and Exchange Commission for illustrative purposes only and are not intended to
predict future stock prices, which will depend upon market conditions and our
future performance and prospects.
29
PERCENTAGE POTENTIAL
OF REALIZABLE VALUE
TOTAL AT ASSUMED RATES
NUMBER OF OPTIONS OF STOCK PRICE
SECURITIES GRANTED TO EXERCISE APPRECIATION FOR
UNDERLYING EMPLOYEES PRICE OPTION TERM(3)
GRANT OPTIONS IN FISCAL PER EXPIRATION ----------------------
NAMED OFFICER DATE GRANTED(1) YEAR(2) SHARE DATE 5% 10%
- ------------- -------- ------------ ----------- ---------- ---------- -------- --------
Kris Shah -- 0 -- -- -- -- --
Roy Luna 01/04/00 20,000 6.8% $ 8.72 01/04/10 $109,600 $278,000
James Prohaska 04/17/00 2,500 * $ 6.88 04/17/10 $ 10,825 $ 27,400
Robert J. Gray 04/17/00 10,000 3.4% $ 6.88 04/17/10 $ 43,300 $109,600
William S. Holmes 04/17/00 8,388 2.8% $ 6.88 04/17/10 $ 36,320 $ 91,932
- --------
* Less than 1%.
(1) Options vest 20% annually over five years commencing one year from grant
date.
(2) Based on options to purchase 294,388 shares granted to our employees
during the fiscal year ended December 31, 2000.
(3) Calculated using the potential realizable value of each grant.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
The following table provides information regarding stock options
exercised in the fiscal year ended December 31, 2000 by the executive officers
named in the summary compensation table, as well as the number of exercisable
and unexercisable in-the-money stock options and their values at fiscal year
end. An option is in-the-money if the fair market value for the underlying
securities exceeds the exercise price of the option.
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
ACQUIRED DECEMBER 31, 2000 AT DECEMBER 31, 2000(1)
ON VALUE ------------------------------ -------------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- -------- -------- ----------- ------------- ----------- -------------
Kris Shah 0 0 0 0 $ 0 $ 0
Roy Luna 0 0 0 20,000 $ 0 $ 0
James Prohaska 0 0 3,500 16,500 $ 0 $ 0
Robert J. Gray 0 0 0 10,000 $ 0 $ 0
William S. Holmes 0 0 5,806 14,194 $10,451 $10,451
- ----------
(1) Based on the last reported sale price of underlying securities ($2.50)
on December 29, 2000 (the last trading day during 2000) as reported by
Nasdaq, minus the exercise price of the options.
30
EMPLOYMENT AGREEMENTS
Kris Shah has entered into a two-year employment agreement with us,
effective as of June 9, 1999. This agreement provides that after the initial
term, it will automatically renew for successive one-year terms unless it is
terminated by us or by the employee through written notice given to the other
party 90 days before the expiration of the then current term. Our board of
directors may adjust Mr. Shah's salary. Mr. Shah is also entitled to receive an
annual bonus award of $100,000 if we have earnings of $2.5 million or more and
an additional $37,500 for each additional $1.0 million of earnings in excess of
$2.5 million. In making the calculation for the bonus, we will measure earnings
before interest and taxes and will add back the amortization of goodwill and
other intangibles.
Mr. Shah's employment agreement provides that, in addition to being
terminated through the notice feature described above, employment may be
terminated as follows:
- by Mr. Shah if he has good reason to terminate the agreement.
Good reason exists if:
- Mr. Shah is relieved of his position as, or is not
reappointed as, an officer of our company;
- Mr. Shah's title, office or responsibilities change
substantially;
- Mr. Shah's base salary is reduced to an amount that is
less than $175,000 or by more than 10%;
- we fail to maintain our employee benefit plan;
- we sell or transfer our company and fail to obtain the
successor's assumption of the employment agreement; or
- we fail to comply with a material term of the employment
agreement and fail to cure the default after appropriate
notice.
- by us if we determine that due cause for termination exists. Due
cause exists if we find that Mr. Shah:
- intentionally misapplied our money or property;
- committed an act of dishonesty that harmed us;
- was convicted of a felony or a crime involving moral
turpitude;
- has used a controlled substance, including alcohol,
which affects his ability to perform his job duties; or
- breached the terms of the employment agreement.
- Additionally, we can terminate the terms of the agreement upon
Mr. Shah's:
- death;
31
- disability for more than 180 days after we give 30 days'
notice of our intention to terminate the employment
agreement; or
- retirement.
We may be obligated to make payments to Mr. Shah upon termination of
employment depending on the circumstances surrounding the termination. If the
employment agreement is terminated by Mr. Shah after giving notice, by us for
cause, or by Mr. Shah in breach of the agreement, we will not be obligated to
pay any compensation after the termination date, except:
- employee benefits;
- unpaid base salary that Mr. Shah has earned which we have not
paid; and
- vested stock options.
If the employment agreement is terminated by Mr. Shah for good reason or
by us through a constructive termination, we will be obligated to pay Mr. Shah:
- his annual salary for the greater of the balance of the term of
the employment agreement or for a period of two years;
- a pro rata bonus for the fiscal year in which the termination
occurs;
- continuing medical and life employee benefits for six months
after the termination; and
- vested stock options.
The employment agreement also contains non-compete, confidentiality and
non-disclosure clauses designed to protect our intellectual property.
Additionally, the agreement contains a provision designed to preclude Mr. Shah
from claiming rights to any products or technologies he developed while in our
employ or for a two-year period following his termination.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The compensation committee of the board of directors has submitted the
following report with respect to the executive compensation policies established
by the compensation committee and compensation paid or awarded to executive
officers for the fiscal year ended December 31, 2000.
The compensation committee establishes the compensation level for our
company's chief executive officer and other executive officers based upon its
discretion, taking into account factors it deems appropriate, such as
competitive factors, attainment of our company's established financial
performance criteria, long term financial and strategic goals and the
implementation of key strategic programs and products.
The compensation committee believes that the compensation programs for
our company's executive officers should reflect our company's performance and
the value created for our company's stockholders. In addition, the compensation
programs should support the short-term and long-term strategic goals and-values
of our company and should reward individual contributions to our company's
success. Litronic is engaged in a very competitive industry, and its success
depends upon its ability to
32
attract and retain qualified executives through the competitive compensation
packages it offers to such individuals.
The compensation committee's policy is to provide executive officers of
our company with compensation opportunities that are based upon the financial
performance of the company and the executive officers' contribution to that
performance. In light of the competitiveness to retain qualified executive
officers, the compensation committee also takes into consideration whether the
compensation offered to our executive officers is competitive enough to attract
and retain highly skilled individuals. Compensation for our chief executive
officer for fiscal 2000, as reported above, was based on the compensation
committee's analysis of Litronic's financial performance and achievement of
strategic objectives, and the chief executive officer's contribution to this
performance and these achievements.
The compensation committee also offers alternative sources of
compensation, such as incentive stock options, to the executive officers.
Options provide executive officers with the opportunity to buy and maintain an
equity interest in our company and to share in the appreciation of the value of
our common stock. In addition, if a participant were to leave prior to vesting
in these options, a significant number of the options would be forfeited. This
makes it more difficult for competitors to recruit key employees away from our
company. The compensation committee believes that the option grants afford a
desirable long-term compensation method because they closely ally the interests
of management and other employees of the company with stockholder value and
motivate the officers of our company to improve long-term stock market
performance.
Our company's policy is not to disclose target levels with respect to
specific quantitative or qualitative performance-related factors, or factors
considered to involve confidential business information, because their
disclosure would have an adverse effect on our company.
Based on its review of all of the factors described above, the
compensation committee has determined that salaries for the executive officers
of Litronic will be maintained at their fiscal 2000 levels. All amounts paid or
accrued during fiscal 2000 under the above described plans and programs are
included in the tables above.
COMPENSATION COMMITTEE:
Gregg Amber
Matthew Medeiros
PERFORMANCE GRAPH
The following graph shows a comparison of the cumulative total
stockholder return on our common stock, based on its market price, with the
cumulative total return of companies on The Nasdaq Stock Market (U.S. common
stocks) and the Standard & Poors Computers Index (Peripherals), assuming
reinvestment of dividends, for the period beginning June 9, 1999 through our
fiscal year ended December 31, 2000. This graph assumes that the value of the
investment in our common stock and each of the comparison groups was $100 on
June 9, 1999.
Notwithstanding anything to the contrary set forth in our previous
filings under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, that might incorporate future filings, including this
proxy statement, in whole or in part, the reports of our compensation and audit
committees set forth in this proxy statement, and the performance graph below
and the underlying data, shall not be incorporated by reference in any of these
future filings.
33
LITRONIC PERFORMANCE GRAPH
JUNE 9, 1999 DECEMBER 31, 1999 DECEMBER 31, 2000
------------ ----------------- -----------------
Litronic............................. $100 $ 72.73 $ 22.73
Nasdaq Stock Market Index (U.S.)..... $100 $165.10 $ 99.26
Standard & Poors Computers Index..... $100 $204.04 $229.89
34
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Set forth below is certain information as of April 16, 2001 regarding
the beneficial ownership of our common stock by:
- each of our directors;
- each of our executive officers named in the summary compensation
table;
- all of our directors and executive officers as a group; and
- each person known by us to own 5% or more of our voting
securities.
The address of each person named below is the same as ours.
BENEFICIAL OWNERSHIP
OF COMMON STOCK
---------------------------
PERCENTAGE
NUMBER OF OF COMMON
NAME OF BENEFICIAL OWNER SHARES STOCK
- ------------------------ --------- ----------
Kris Shah ........................................ 4,678,144 48%
Robert J. Gray ................................... 82,413 8.5%
William Holmes ................................... 5,806 *
Roy Luna ......................................... 0 --
James Prohaska ................................... 13,001 1.3%
Matthew Medeiros ................................. 10,500 1.1%
Gregg Amber ...................................... 13,295 1.4%
All directors and executive officers as a
group (7 persons)) ............................. 4,803,159 49.1%
- ----------
* Less than 1%
Other than the persons named above, no one is known to us to own 5% or
more of our outstanding voting securities.
In calculating the information in the table, we relied on the following
assumptions:
- All persons named in the table have sole or shared voting and
investment power over all shares they beneficially own, subject
to community property laws, where applicable; and
- A person or entity is considered the beneficial owner of
securities that it can acquire through the exercise of options
within 60 days from April 16, 2001.
The shares beneficially owned by Kris Shah include:
- 435,301 shares held by the Chandra L. Shah Trust, of which Mr.
Shah is the trustee;
- 435,301 shares held by the Leena Shah Trust, of which Mr. Shah
is the trustee; and
- 3,807,542 shares held by the Kris and Geraldine Shah Family
Trust, of which Mr. Shah and his wife are the trustees and
beneficiaries.
The shares beneficially owned by all of our directors and executive
officers as a group include 28,806 shares issuable upon exercise of currently
exercisable options and options which are exercisable within 60 days from April
16, 2001. The inclusion of shares in this table as beneficially owned is not an
admission of beneficial ownership.
27
35
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
On January 2, 2000, Litronic Industries, Inc., a wholly-owned subsidiary
of ours, entered into a lease agreement for our principal executive offices with
KRDS, Inc., a California corporation. Kris Shah, our chief executive officer,
president and chairman of the board, is the majority shareholder and a director
of KRDS, Inc. The lease has a seven-year term and expires on February 28, 2007.
We have an option to renew the lease for a five-year period which we may
exercise by providing notice to KRDS, Inc. not less than six months prior to the
expiration of the initial seven-year term. We lease a building of approximately
20,702 square feet. Our monthly payments under the lease are $47,511 and we paid
a security deposit to KRDS, Inc. of $31,674 when we executed the lease. Before
our board determined whether to approve this lease, Mr. Shah disclosed to the
board his interest in KRDS.
On September 18, 2000, we entered into a Severance Agreement and General
Release of all Claims with our former president, William Davis in connection
with the termination of his employment with us. Under this agreement, we agreed
to transfer to Mr. Davis, title to furniture and equipment that had been located
in his office and to pay insurance premiums for Mr. Davis and his dependents
until October 31, 2000 if he elected to continue his health insurance benefits
under COBRA. In consideration of these severance payments and our waiver of
certain claims that we believe we had against Mr. Davis arising out of our
acquisition of Pulsar Data Systems, Inc., Mr. Davis agreed to release us from
any and all known and unknown claims.
On October 31, 2000, our chairman, chief executive officer and
president, Kris Shah, purchased 629,269 shares of our common stock for $3.18 per
share from our former president, William Davis. Mr. Shah first presented this
purchase opportunity to our company but, after consideration of our financial
condition, including, in particular, our cash position, the disinterested
members of our board of directors declined the offer and authorized Mr. Shah to
proceed with the purchase.
Likewise, on December 5, 2000, Mr. Shah purchased 828,396 shares of our
common stock from Mr. Davis' ex-wife, Lillian Davis for $3.18 per share. Our
company also declined this offer under similar circumstances. As part of this
transaction, Ms. Davis also agreed to return 141,573 shares of our common stock
for cancellation.
Mr. Amber, one of our directors and our secretary, is currently a
partner of the law firm Rutan & Tucker, LLP (although he was not during the
fiscal year ended December 31, 2000). During the fiscal year ended December 31,
2000, we retained Rutan & Tucker, LLP to act as our legal counsel.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1) Financial statements. The financial statements listed in the accompanying
index to consolidated financial statements and financial statement
schedules are filed or incorporated by reference as part of this annual
report.
(2) Financial statement schedules. The financial statement schedule listed in
the accompanying index to consolidated financial statements and financial
statement schedules, is filed as part of this annual report.
(3) Exhibits. The exhibits listed in the accompanying index to exhibits are
filed or incorporated by reference as part of this annual report.
(b) Reports on Form 8-K. None.
36
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: April 26, 2001 LITRONIC INC.
By: /s/ KRIS SHAH
-------------------------------------
Kris Shah
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1934, this report
is made by the following persons on behalf of the Registrant and in the
capacities indicted.
NAME TITLE DATE
---- ----- ----
/s/ KRIS SHAH Chairman of the Board, Chief Executive Officer April 26, 2001
- ----------------------------------- and President (Principal Executive Officer)
Kris Shah
/s/ ROY LUNA Chief Financial Officer April 26, 2001
- ----------------------------------- (Principal Financial Officer and
Roy Luna Principal Accounting Officer)
/s/ GREGG AMBER Secretary and Director April 26, 2001
- -----------------------------------
Gregg Amber
/s/ MATTHEW MEDEIROS Director April 26, 2001
- -----------------------------------
Matthew Medeiros
28
37
LITRONIC INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
PAGE
----
Independent Auditors' Report........................................................................................ F-2
Consolidated Balance Sheets as of December 31, 1999 and 2000........................................................ F-3
Consolidated Statements of Operations for the years ended December 31, 1998, 1999 and 2000.......................... F-4
Consolidated Statements of Shareholders' Equity for the years ended December 31, 1998, 1999 and 2000................ F-5
Consolidated Statements of Cash Flows for the years ended December 31, 1998, 1999 and 2000.......................... F-6
Notes to Consolidated Financial Statements.......................................................................... F-7
Schedule II -- Valuation and qualifying accounts.................................................................... S-1
F-1
38
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Litronic Inc.:
We have audited the accompanying consolidated financial statements of
Litronic Inc. and subsidiaries as of December 31, 1999 and 2000 and for each of
the years in the three-year period ended December 31, 2000 as listed in the
accompanying index. In connection with our audit of the financial statements, we
also have audited the financial statement schedule as listed in the accompanying
index. These consolidated financial statements and financial statement schedule
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements and financial
statement schedule based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above,
present fairly, in all material respects, the financial position of Litronic
Inc. and subsidiaries as of December 31, 1999 and 2000 and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 2000, in conformity with accounting principles generally
accepted in the United States of America. Also in our opinion the related
financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.
/s/ KPMG LLP
Orange County, California
March 26, 2001, except as
to the seventh paragraph
of Note 1 and the second
paragraph of Note 5, which
are dated as of April 17, 2001
F-2
39
LITRONIC INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
DECEMBER 31,
-----------------------
1999 2000
-------- --------
ASSETS
Current assets:
Cash and cash equivalents ............................................................. $ 6,441 $ 4,120
Restricted cash ....................................................................... 612 --
Accounts receivable (net of allowance for doubtful accounts of $390 and $268 as of
December 31, 1999 and 2000, respectively) ........................................... 7,141 4,137
Inventories ........................................................................... 796 695
Prepaid expenses ...................................................................... 360 542
Other current assets .................................................................. 343 325
Note receivable -- related party ...................................................... 70 --
-------- --------
Total current assets ...................................................... 15,763 9,819
Property and equipment, net ........................................................... 646 823
Other assets .......................................................................... -- 343
Goodwill and other intangibles, net ................................................... 34,695 783
-------- --------
$ 51,104 $ 11,768
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt ................................................ $ 481 1,986
Accounts payable ...................................................................... 1,250 1,392
Accrued liabilities ................................................................... 1,411 1,366
Deferred revenue ...................................................................... 29 217
-------- --------
Total current liabilities ........................................................ 3,171 4,961
Long-term debt, less current installments ............................................. -- 19
Deferred revenue ...................................................................... -- 240
-------- --------
Total liabilities ............................................................. 3,171 5,220
Shareholders' equity:
Preferred stock, $0.01 par value; Authorized 5,000,000 shares; no shares issued or
outstanding ........................................................................ -- --
Common stock, $0.01 par value; Authorized 25,000,000 shares; issued and outstanding
9,856,944 and 9,743,573 shares at December 31, 1999 and 2000, respectively .......... 99 97
Additional paid-in capital ............................................................ 52,812 52,834
Accumulated deficit ................................................................... (4,978) (46,383)
-------- --------
Total shareholders' equity ..................................................... 47,933 6,548
-------- --------
Commitments and contingencies (notes 10 and 15)
Subsequent event (note 17)
$ 51,104 $ 11,768
======== ========
See accompanying notes to consolidated financial statements.
F-3
40
LITRONIC INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
YEARS ENDED DECEMBER 31,
-----------------------------------------------
1998 1999 2000
----------- ----------- -----------
Revenues:
Product .................................................. $ 5,214 $ 29,587 $ 37,421
License and service ...................................... 1,041 1,270 1,935
Research and development ................................. 398 798 --
----------- ----------- -----------
Total revenues ...................................... 6,653 31,655 39,356
----------- ----------- -----------
Costs and expenses:
Cost of sales -- product ................................. 2,821 25,478 30,481
Cost of sales -- license and service ..................... 950 590 679
Selling, general and administrative ...................... 2,631 7,194 9,559
Research and development ................................. 1,334 3,906 5,800
Impairment of goodwill and other intangibles ............. -- -- 31,415
Amortization of goodwill and other intangibles ........... -- 1,448 2,828
----------- ----------- -----------
Operating loss ............................................. (1,083) (6,961) (41,406)
Other (income) expense, net ................................ 418 168 (7)
----------- ----------- -----------
Loss before income taxes ................................... (1,501) (7,129) (41,399)
Provision for (benefit from) income taxes .................. (95) (43) 6
----------- ----------- -----------
Net loss ................................................... $ (1,406) $ (7,086) $ (41,405)
=========== =========== ===========
Net loss per share--basic and diluted ...................... $ (.36) $ (1.00) $ (4.20)
=========== =========== ===========
Shares used in per share computations--basic and diluted ... 3,870,693 7,055,882 9,862,472
=========== =========== ===========
See accompanying notes to consolidated financial statements.
F-4
41
LITRONIC INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)
TOTAL
ADDITIONAL SHAREHOLDERS'
COMMON STOCK PAID IN ACCUMULATED EQUITY
SHARES AMOUNT CAPITAL DEFICIT (DEFICIT)
-------- -------- ---------- ----------- -------------
Balance, December 31, 1997 ....................... 3,871 $ 39 $ -- $ (2,840) $ (2,801)
Net loss ......................................... -- -- -- (1,406) (1,406)
-------- -------- -------- -------- --------
Balance, December 31, 1998 ....................... 3,871 39 -- (4,246) (4,207)
Proceeds from sale of common stock, net of
issuance costs of $5,426 ....................... 3,700 37 35,237 -- 35,274
Common stock issued in connection with the
acquisition of Pulsar .......................... 2,170 22 23,848 -- 23,870
Change from Subchapter S Corporation to C
Corporation .................................... -- -- (6,354) 6,354 --
Stock options exercised .......................... 116 1 81 -- 82
Net loss ......................................... -- -- -- (7,086) (7,086)
-------- -------- -------- -------- --------
Balance, December 31, 1999 ....................... 9,857 99 52,812 (4,978) 47,933
Stock options exercised .......................... 28 -- 20 -- 20
Treasury stock retired ........................... (141) (2) 2 -- --
Net loss ......................................... -- -- -- (41,405) (41,405)
-------- -------- -------- -------- --------
Balance, December 31, 2000 ....................... 9,744 $ 97 $ 52,834 $(46,383) $ 6,548
======== ======== ======== ======== ========
See accompanying notes to consolidated financial statements.
F-5
42
LITRONIC INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
YEARS ENDED DECEMBER 31,
--------------------------------------
1998 1999 2000
-------- -------- --------
Cash flows from operating activities:
Net loss ................................................................ $ (1,406) $ (7,086) $(41,405)
Adjustments to reconcile net loss to net cash used
in operating activities:
Provision for losses on receivables ..................................... 14 327 286
Impairment of goodwill and other intangibles ............................ -- -- 31,415
Depreciation and amortization ........................................... 203 1,803 3,514
Changes in assets and liabilities:
Accounts receivable ..................................................... 242 (1,823) 2,718
Inventories ............................................................. (128) (64) 101
Prepaid expenses ........................................................ (16) (303) (182)
Other current assets .................................................... (233) (8) 18
Notes receivable -- related party ....................................... -- (70) 70
Other assets ............................................................ -- 332 (343)
Accounts payable ........................................................ 41 (3,964) 142
Accrued liabilities ..................................................... (407) (556) (376)
Deferred revenue ........................................................ (58) (77) 428
-------- -------- --------
Net cash used in operating activities ..................................... (1,748) (11,489) (3,614)
-------- -------- --------
Cash flows from investing activities:
Purchases of property and equipment ..................................... (118) (282) (863)
Restricted cash relating to line of credit .............................. -- (612) 612
-------- -------- --------
Net cash used in investing activities ..................................... (118) (894) (251)
-------- -------- --------
Cash flows from financing activities:
Stock options exercised ................................................. -- 82 20
Borrowings on revolving note payable to bank ............................ -- -- 23,666
Proceeds from insurance financing ....................................... -- 497 748
Proceeds from sale of common stock, net of issuance costs
of $5,426 ............................................................. -- 35,274 --
Proceeds from revolving note payable to bank ............................ 6,496 23,837 --
Proceeds from line of credit ............................................ -- 1,129 --
Proceeds from long-term debt ............................................ 5,200 1,500 --
Principal payments on revolving line of credit and long-term notes
payable to bank ....................................................... (6,522) (44,064) (22,469)
Proceeds from related party note payable ................................ 600 -- --
Repayment of related party note payable ................................. (3,500) -- --
Repayment on insurance financing ........................................ -- (329) (421)
-------- -------- --------
Net cash provided by financing activities ............................... 2,274 17,926 1,544
-------- -------- --------
Net increase (decrease) in cash ......................................... 408 5,543 (2,321)
Cash and cash equivalents at beginning of year ............................ 490 898 6,441
-------- -------- --------
Cash and cash equivalents at end of year .................................. $ 898 $ 6,441 $ 4,120
======== ======== ========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest ......................................................... 418 162 63
Income taxes ..................................................... -- 3 6
======== ======== ========
Supplemental disclosure of noncash investing and
financing activities:
The Company issued 2,169,938 shares of common stock
in connection with the acquisition of Pulsar. In
connection with the acquisition, net assets purchased
were as follows (note 2):
Merger costs .......................................................... -- $ (122) --
Fair value of net assets acquired less liabilities assumed ............ -- (12,151) (331)
Goodwill and other intangibles ........................................ -- 36,143 --
-------- -------- --------
Market value of common stock issued ....................................... $ -- 23,870 (331)
======== ======== ========
See accompanying notes to consolidated financial statements.
F-6
43
LITRONIC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 2000
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(1) GENERAL INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
Litronic Inc. (through a reorganization with Litronic Industries, Inc.,
as described further below) (Litronic or the Company) designs and produces
high-grade information security solutions. In addition, the Company also
provides engineering and other services to various government agencies on a time
and material basis. On December 31, 1997, the Company distributed KRDS, Inc. to
the Company's primary shareholders (note 8).
Through the acquisition of Pulsar Data Systems, Inc. (Pulsar), the
Company engages in the sale of computer hardware, software, peripheral
equipment, and support services to governmental agencies and commercial
enterprises throughout the United States.
Public Offering and Reorganization
In June 1999, Litronic completed an initial public offering of common
stock of Litronic Inc., a newly formed corporation with no operations (the
"Offering"). The Company offered 3,700,000 shares of common stock at a purchase
price of $11 per share, resulting in gross proceeds of $40,700. These proceeds
were offset by issuance costs of $5,426, resulting in net proceeds of $35,274.
Litronic Industries, Inc. also initiated certain events (the "Reorganization")
in connection with the Offering that resulted in it becoming a wholly owned
subsidiary of Litronic Inc. on June 8, 1999. The Reorganization was accomplished
through a stock-for-stock exchange between Litronic Inc. and Litronic
Industries, Inc. and was accounted for as an "as if pooling of interests" for
entities under common control. Concurrent with the Reorganization, Litronic
Industries, Inc. terminated its Subchapter S status and is subject to federal
and state income taxes. Pursuant to the change from a Subchapter S to a C
corporation, the cumulative loss from inception to June 9, 1999, as a Subchapter
S corporation of $6,354 was transferred from accumulated deficit to additional
paid in capital.
All of the outstanding shares of Litronic Industries, Inc. were exchanged
for 3,870,693 shares of the Company's common stock. Consequently, as of June 8,
1999, the consolidated group included the operations of Litronic Inc. and its
wholly owned subsidiary, Litronic Industries, Inc. The prior period financial
statements have been restated to reflect the exchange of these shares.
The Company also entered into a stock acquisition agreement with Pulsar,
which was effected simultaneously with the Offering. All of the outstanding
shares of Pulsar were exchanged for 2,169,938 shares of the Company's common
stock. The acquisition was accounted for using the purchase method of
accounting, and accordingly, the results of operations of Pulsar have been
included in the Company's consolidated financial statements from June 14, 1999.
Basis of Financial Statement Presentation and Principles of Consolidation
The consolidated financial statements and related notes presented herein
have been retroactively adjusted to reflect the Reorganization. The capital
structure presented in these consolidated financial statements is that of
Litronic Inc. All references herein to "the Company" refer to Litronic Inc. as
consolidated with Litronic Industries, Inc. The consolidated financial
statements include the accounts of Litronic Inc., and its wholly owned
subsidiaries. All significant intercompany balances and transactions have been
eliminated in consolidation.
These consolidated financial statements have been prepared assuming that
the Company will continue as a going concern, which contemplates the realization
of assets and satisfaction of liabilities in the normal course of business. The
Company has incurred significant operating losses, has used cash in operating
activities and has an accumulated deficit. The Company anticipates that its
existing resources will be sufficient to meet its needs for working capital
expenditures through at least fiscal 2001. In addition, the Company's chief
executive officer and majority stockholder has committed to providing the
personal financial resources necessary to enable the Company to meet all of its
financial obligations as they become due through January 1, 2002. Ultimately,
the Company's ability to continue as a going concern is dependent upon its
ability to successfully launch its new product, grow revenue, attain operational
efficiencies and sustain a profitable level of operations.
Loss Per Share
The Company applies Statement of Financial Accounting Standards No.
(Statement) 128, "Earnings Per Share." Statement 128 provides for the
calculation of basic and diluted earnings (loss) per share. Basic earnings
(loss) per share includes no dilution and is
F-7
44
computed by dividing earnings (loss) available to common shareholders by the
weighted average number of common shares outstanding for the period. Diluted
earnings per share reflects the potential dilution of securities that could
share in the earnings of an entity. Such shares are not included when there is a
loss as the effect would be anti-dilutive.
Revenue Recognition
Revenue from product sales, including hardware (with embedded software)
and software, is recognized upon shipment unless contract terms call for a later
date. The Company records an allowance to cover estimated warranty costs in cost
of sales. Customers do not have the right of return except for product defects,
and product sales are not contingent upon customer testing, approval and/or
acceptance. The costs of providing post contract customer support are not
significant. Revenue under service and development contracts is recorded as
services are rendered. The Company's revenue recognition policies for software
are in compliance with the American Institute of Certified Public Accountants
("AICPA") Statements of Position (SOP) 97-2, Software Revenue Recognition. In
December 1998, the AICPA issued SOP 98-9, Modification of SOP 97-2, Software
Revenue Recognition, with Respect to Certain Transactions. SOP 98-9 amended
certain paragraphs of SOP 97-2 to require recognition of revenue using the
"residual method" under certain circumstances. The adoption of SOP 98-9 did not
have a significant impact on the Company's financial position or results of
operations. Revenue under research arrangements with government agencies is
recorded as revenue as services are rendered or products are shipped.
Included in research and development revenue for the year ended December
31, 1998 and 1999 is $398 and $798, respectively, related to a contract with the
National Security Agency ("NSA"). The Company is leading a joint effort with
Atmel Corporation ("Atmel") and NSA to develop Forte, an ultra fast 32-bit
cryptographic System On Chip (SOC) meeting certain minimum NSA specifications.
The Company contracts with others to perform certain aspects of the project. All
related project costs are expensed as research and development as incurred. The
amounts received from the NSA are not refundable regardless of the results of
the development efforts. No other amounts were recorded as research and
development revenue during any of the periods presented. The related research
and development costs are not separately identifiable; therefore the
corresponding costs of the entire development effort are included in research
and development expenses. Although no additional amounts related to the
development of Forte are being received from NSA, the joint effort with Atmel
and the NSA to develop Forte has continued.
Revenue from time and material, network deployment service contracts is
recognized on the basis of man-hours incurred plus other reimbursable contract
costs incurred during the period.
Revenue from network deployment products is recognized upon transfer of
title, generally upon delivery. Product and service revenues from the Company's
electric security systems contracts were recognized in accordance with SOP 81-1,
"Accounting for Performance of Construction-Type and certain production-type
contracts". The Company recognized this revenue on a percentage of completion
basis, based on estimated labor dollars incurred.
The Company's revenue recognition policies are in accordance with the
Securities and Exchange Commission's Staff Accounting Bulletin No. 101.
Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of
three months or less at the date of purchase to be cash equivalents.
Inventories
Inventories are stated at the lower of cost (first-in, first-out) or
market (net realizable value).
Property and Equipment and Goodwill and Other Intangibles
Property and equipment are stated at cost. Depreciation of property and
equipment is computed on a straight-line basis over the estimated useful lives
of 2 to 3 years.
The Company amortizes intangible assets relating to businesses acquired
and costs in excess of the fair value of net assets of businesses acquired
("goodwill and other intangibles") using the straight-line method over the
estimated useful lives of the intangible
F-8
45
assets and business acquired. Amortization of goodwill and other intangibles was
$1,448 and $2,828, respectively, for the years ended December 31, 1999 and 2000.
The Company applies Statement 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." Statement 121
requires that long-lived assets and certain identifiable intangibles be reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Under the provisions of
Statement 121, if the sum of the expected future cash flows (undiscounted and
without interest charges) is less than the carrying value of the asset, an
impairment loss is recognized. The amount of impairment, if any, is measured as
the amount by which the carrying amount of the asset exceeds the fair value of
the asset. The estimate of fair value considers prices for similar assets and
the results of valuation techniques to the extent available in the
circumstances. The Company engaged the services of an independent valuation firm
to do a valuation of Pulsar. This valuation was undertaken because the Company
determined the integration of Pulsar would not be completed as planned, and the
anticipated operating synergies would not be realized. Based on the results of
the independent valuation, the Company recorded an impairment charge of $31.4
million in the fourth quarter of 2000, related to unamortized goodwill and other
intangible assets acquired in the purchase of Pulsar. The remaining unamortized
intangible assets of $783 acquired in the purchase of Pulsar will be amortized
over the remainder of the original 10 year useful life.
Segment Reporting
The Company applies Statement 131, "Disclosures about Segments of an
Enterprise and Related Information", which requires entities to report financial
and descriptive information about its reportable operating segments. The Company
had historically operated in two business segments, information security
solutions and electronic interconnect products. As of December 31, 1998, the
Company's operations pertained only to its information security solution
segment. On June 14, 1999, with the acquisition of Pulsar, the Company expanded
into the network solution business segment (see note 7).
Accounting for Stock Options
The Company applies the provisions of Statement 123, "Accounting for
Stock-Based Compensation," which requires entities to recognize as expense over
the vesting period the fair value as of the date of grant of all stock based
awards. Alternatively, Statement 123 allows entities to apply the provisions of
Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued
to Employees," and related interpretations, and to provide pro forma net income
and pro forma net income per share disclosures for employee stock option grants
made in 1996 and future years as if the fair-value-based method defined in
Statement 123 had been applied. The Company has elected to apply the provisions
of APB Opinion No. 25, under which compensation expense would be recorded on the
date of grant only if the current market price of the underlying stock exceeded
the exercise price, and provide the pro forma disclosure provisions of Statement
123 in its annual financial statements (see note 12).
Fair Value of Financial Instruments
The Company applies the provisions of Statement 107, "Disclosures about
Fair Value of Financial Instruments." Statement 107 requires all entities to
disclose the fair value of financial instruments, both assets and liabilities
recognized and not recognized on the balance sheet, for which it is practicable
to estimate fair value. Statement 107 defines fair value of a financial
instrument as the amount at which the instrument could be exchanged in a current
transaction between willing parties. As of December 31, 1999 and 2000,
management believes the fair value of all financial instruments approximated
carrying value, due to their short-term nature.
Income Taxes
Prior to June 8, 1999, the Company had elected to be taxed as an S
corporation under the provisions of Section 1362 of the Internal Revenue Code
and used the accrual basis of reporting for income tax purposes. Accordingly,
the Company had not provided for Federal income taxes since the liability was
that of the shareholders. The Company was subject to state income taxes on
earnings before taxes. The benefit for state income taxes was $95 for the year
ended December 31, 1998.
On June 8, 1999, the Company reorganized from an S corporation to C
Corporation, and in accordance with Statement 109 "Accounting for Income Taxes,"
the Company now provides for federal income tax assets and liabilities.
Statement 109 uses the asset and liability method of accounting for income
taxes, which recognizes deferred tax assets and liabilities for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under Statement 109, the
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
F-9
46
Comprehensive Income
The Company applies Statement 130, "Reporting Comprehensive Income."
Statement 130 establishes rules for the reporting and display of comprehensive
income and its components. The adoption of Statement 130 had no impact on the
Company's consolidated financial statements as the Company has no transactions,
other than net loss, that would be considered other comprehensive income.
Use of Estimates
The consolidated financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of America.
In preparing the consolidated financial statements, management is required to
make estimates and assumptions that affect the reported amounts of assets and
liabilities as of the dates of the balance sheets and revenues and expenses for
the periods. Actual results could differ from those estimates.
New Accounting Standards
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement 133, "Accounting for Derivative Instruments and Hedging Activities".
Statement 133 establishes accounting and reporting standards for derivative
instruments, hedging activities, and exposure definition. Statement 133 requires
an entity to recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value.
Derivatives that are not hedges must be adjusted to fair value through earnings.
If a derivative is a hedge, depending on the nature of the hedge, changes in
fair value will either be offset against the change in fair value of the hedged
assets, liabilities, or firm commitments through earnings, or recognized in
other comprehensive income until the hedged item is recognized in earnings. In
June 1999, the FASB issued Statement 137, "Accounting for Derivative Instruments
and Hedging Activities -- Deferral of the Effective Date of FASB Statement 133",
which defers the effective date of Statement 133 to all fiscal quarters for
fiscal years beginning after June 15, 2000. In June 2000, the FASB issued
Statement 138 "Accounting for Certain Derivative Instruments and Certain Hedging
Activities, an amendment of Statement 133. Although we continue to review the
effect of the implementation of Statement 133 and Statement 138, we do not
currently believe their adoption will have a material impact on our consolidated
financial position or overall trends in results of operations, and do not
believe adoption will result in significant changes to our financial risk
management practices.
Reclassifications
Certain reclassifications were made to the 1998 and 1999 consolidated
financial statements to conform to the 2000 presentation.
(2) PULSAR ACQUISITION
The Company entered into a stock acquisition agreement with Pulsar that
was effected simultaneously with the Offering. This acquisition was completed on
June 14, 1999. Litronic acquired all of the outstanding shares of Pulsar in
exchange for 2,169,938 shares of the Company's common stock. The acquisition was
accounted for using the purchase method and, accordingly, the results of
operations of Pulsar have been included in the Company's consolidated financial
statements from June 14, 1999. The excess of the purchase price over the fair
value of the net assets acquired less the liabilities assumed, resulted in a
total of $36.1 million recorded as goodwill and other intangible assets, to be
amortized on a straight-line basis over 10-15 years (see note 1).
The purchase price of the Pulsar acquisition of $23,870 or $11 per share
was based on the fair market value of the common stock issued on June 14, 1999
and was allocated as follows:
Merger costs ..................................... $ (122)
Tangible assets .................................. 6,255
Liabilities and debt assumed ..................... (18,406)
Identifiable intangible assets and goodwill:
Distribution Channel ........................... 12,048
Customer Base .................................. 12,047
Goodwill ....................................... 12,048
--------
36,143
Market value of common stock issued .............. $ 23,870
========
F-10
47
The Company allocated the purchase price to tangible assets, liabilities,
identifiable intangible assets and goodwill based on management's estimates of
the fair value.
During the fourth quarter of 1999, the Company recorded approximately
$300 of adjustments to increase goodwill related to the acquisition of Pulsar.
The adjustments were primarily attributable to a reduction in the fair value of
certain assets as compared to the amount originally estimated and the settlement
of a pre-existing lawsuit for $140, net of a reimbursement from the former
majority shareholder of Pulsar and were partially offset by reductions in
certain accounts payable and accrued liabilities not determined necessary after
further investigation. During the second quarter of 2000, the Company recorded
approximately $331 of adjustments to increase goodwill related to the
acquisition of Pulsar. The adjustments were primarily attributable to additions
in certain accounts payable and accrued liabilities and the settlement of a
pre-existing lawsuit.
The following unaudited pro forma financial information presents the
combined results of operations of Litronic and Pulsar for 1998 and 1999 as if
the acquisition had occurred as of the beginning of 1998 and 1999, after giving
effect to certain adjustments including amortization of goodwill and other
intangibles, increased interest expense on debt assumed and related income tax
effects. The pro forma financial information does not necessarily reflect the
results of operations that would have occurred had Litronic and Pulsar
constituted a single entity during such periods.
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1998 1999
------------ ------------
Total revenue .............................. $ 87,185 $ 49,230
========= ========
Net loss ................................... $ (11,659) $(11,713)
========= ========
Net loss per share, basic and diluted ...... $ (1.20) $ (1.19)
========= ========
As part of the Pulsar acquisition the Company assumed $12,422 in debt.
The majority of the debt was paid on June 14, 1999. The remaining outstanding
debt was paid in July 1999.
See discussion on impairment of goodwill and other intangibles at Note 1.
(3) INVENTORIES
A summary of inventories follows:
DECEMBER 31,
------------------
1999 2000
---- ----
Raw materials ................ $190 $258
Work-in-process .............. 136 86
Finished goods ............... 470 351
---- ----
$796 $695
==== ====
(4) PROPERTY AND EQUIPMENT
A summary of property and equipment follows:
DECEMBER 31,
----------------------
1999 2000
------ ------
Leasehold improvements ..................................... $ 34 $ 65
Machinery and equipment .................................... 68 68
Furniture and fixtures ..................................... 1,308 2,140
------ ------
1,410 2,273
Less accumulated depreciation and amortization ............. 764 1,450
------ ------
$ 646 $ 823
====== ======
F-11
48
(5) LONG-TERM DEBT
A summary of long-term debt follows:
DECEMBER 31,
----------------------
1999 2000
------ ------
Revolving note payable to bank with maximum availability of $20 million,
bearing interest at prime plus .625% (9.125% and 10.125% at
December 31, 1999 and 2000, respectively) interest payable monthly
through maturity on May 10, 2002; secured by substantially all assets
of the Company ................................................................ 312 1,509
Note payable for insurance financing due in nine monthly payments
beginning July 9, 1999 at an annual percentage rate of 5.93% .................. 169 --
Note payable for insurance financing due in nine monthly payments
beginning July 9, 2000 at an annual percentage rate of 7.15%................... -- 12
Note payable for insurance financing due in eighteen monthly payments
beginning July 9, 2000 at an annual percentage rate of 8.18% .................. -- 484
------ ------
481 2,005
Less current installments ....................................................... 481 1,986
------ ------
$ -- $ 19
====== ======
In June 1999 we entered into a three-year lending agreement with Guaranty
Business Credit Corporation ("GBCC") permitting borrowings under a $20,000
secured revolving line of credit facility commencing on June 14, 1999. The
agreement provided for an annual interest rate of prime plus .625%; and a pledge
of substantially all of our personal and real property as collateral. Although
the credit facility was for borrowings up to $20,000, under the terms of the
agreement the amount of borrowing available to the Company was subject to a
maximum borrowing limitation based on eligible collateral. Eligible collateral
consisted of 85% of eligible accounts receivable plus the lesser of (a) 50% of
the value of eligible on-hand inventory or (b) $1,000. As a result, the amount
actually available to the Company at any particular time was significantly less
than the full $20,000 credit facility due to the maximum borrowing limitation
calculation. The agreement with GBCC included a number of covenants and
restrictions that the Company was required to adhere to. These covenants and
restrictions included maintenance of minimum levels of working capital, tangible
net worth, and profitability. In addition, the agreement did not allow the
Company to pay dividends. Our borrowings related to this agreement are included
in current installments of long-term debt in the accompanying consolidated
balance sheet.
At December 31, 2000, the maximum borrowing limitation based on the
Company's eligible collateral was $2,100. However, at December 31, 2000 the
Company was not in compliance with the covenant related to net quarterly profits
for the fourth quarter of 2000. During the first quarter of 2001 the Company
requested and received a waiver for this violation. The Company amended the GBCC
revolving line of credit facility effective as of March 31, 2001. Under the
terms of the amended agreement, the maximum borrowings are $5,000. The amended
agreement provides for an annual interest rate of prime plus .625%, and a pledge
of substantially all of the Company's personal and real property as collateral.
Although the credit facility is for borrowings up to $5,000, under the terms of
the agreement the amount of borrowing available to the Company is subject to a
maximum borrowing limitation based on eligible collateral. Eligible collateral
consists of 35% of eligible accounts receivable. As a result, the amount
actually available to the Company at any particular time may be less than the
full $5,000 credit facility due to the maximum borrowing limitation calculation.
The amended agreement with GBCC includes a number of covenants and restrictions
that the Company is required to adhere to. These covenants and restrictions
include maintenance of minimum levels of working capital, tangible net worth,
and profitability. In addition, the amended agreement does not allow the Company
to pay dividends.
At December 31, 1999, the bank required the Company to maintain a $612
cash deposit at the bank. For balance sheet presentation purposes, the funds
were reflected as restricted cash, as the Company had no access to the funds.
Beginning in the second quarter of 2000, the bank no longer required the Company
to maintain a cash deposit.
The Company has entered into insurance premium financing agreements with
Cananwill, Inc. for the payment of certain insurance premiums. The premiums
being financed cover policy periods from twelve to twenty-four months. The
insurance premium financing agreements are payable in nine installments and
cover a policy period of twelve months, and the insurance premium financing
agreement payable in eighteen installments covers a policy period of twenty-four
months. These insurance premium financing agreements are secured by the proceeds
of the policies being financed.
(6) ACCRUED LIABILITIES
A summary of accrued liabilities follows:
DECEMBER 31,
----------------------
1999 2000
------ ------
Professional fees ...................... $ 212 $ 334
Accrued vacation ....................... 231 365
Accrued compensation ................... 432 426
Other .................................. 536 241
------ ------
$1,411 $1,366
====== ======
F-12
49
(7) BUSINESS SEGMENTS AND PRODUCT LINES
In 1998 and prior to the acquisition of Pulsar in June 1999, the Company
operated in one business segment. Subsequent to the acquisition of Pulsar, the
Company operates in two industry segments, the information security segment and
the network solutions segment. Following are the revenues, cost of sales, and
identifiable assets of these segments as of and for the years ended December 31,
1999 and 2000.
TWELVE MONTHS ENDED
-----------------------------------------
DECEMBER 31, 1999 DECEMBER 31, 2000
----------------- ------------------
Revenue
Information Security Products and Services ............... $ 4,399 $ 7,424
Network Solutions Market ................................. 26,458 31,932
======= =======
Cost of sales
Information Security Products and Services .............. 2,009 2,681
Network Solutions Market ................................ 24,059 28,479
======= =======
DECEMBER 31, 1999 DECEMBER 31, 2000
----------------- ------------------
Identifiable assets
Information Security Products and Services .............. $ 798 1,373
Network Solutions Market ................................ 41,684 4,370
======= =======
As the Chief Operating Decision Maker does not review operating expenses
by segment beyond cost of sales or assets, except as identified, additional
segment information is not available.
During the years ended December 31, 2000 and 1999, the Company had four
distinct product lines: network deployment products, data security products,
license and service, and electric security systems. During the year ended
December 31, 1998, the Company had two distinct product lines: data security
products and license and service. Following is a summary of total revenues by
product line.
TWELVE MONTHS ENDED
------------------------------------------
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1998 1999 2000
------------ ------------ ------------
Network deployment products ................................ $ -- $26,022 $31,668
Data security products ..................................... 5,214 3,565 5,753
License and service ........................................ 1,041 834 1,671
Electric security systems .................................. -- 436 264
------- ------- -------
Total net product, license and service revenues ....... $ 6,255 $30,857 $39,356
======= ======= =======
In July 2000 the Company decided to discontinue the electric security
systems product line. The Company has not and does not anticipate incurring any
significant expense as the result of this decision.
Certain reclassifications were made to the above 1999 figures to conform
to the 2000 presentation.
(8) RELATED PARTY TRANSACTIONS
The primary shareholders of Litronic Industries, Inc. formed KRDS, Inc.,
(KRDS) for the sole purpose of purchasing real estate property. KRDS's only
operations consisted of a mortgage obligation, interest, depreciation and rental
income from the Company related to the real estate property. The operations of
KRDS were consolidated with the operations of Litronic Industries, Inc. through
December 31, 1997, when concurrent with the sale of the Intercon division, the
Company distributed KRDS to the Company's shareholders.
As a result of the sale of the Intercon division on September 30, 1997,
the Company distributed $9,534 in cash dividends and distributed the common
stock of KRDS to the shareholders of Litronic on a pro rata basis in 1997. The
net assets of KRDS consisted of $8,500 in cash at the time of the distribution.
On December 31, 1997, the Company entered into two unsecured notes
payable with KRDS in which the Company was extended $900 and $2,000 in working
capital funds and a total of $2,900 was outstanding under these related party
notes at December 31, 1997. In February 1998, the Company entered into a third
unsecured note payable with KRDS under which the Company was extended $600
F-13
50
in working capital funds. Interest was at 10% for each of the unsecured notes
payable and each of these unsecured notes and accrued interest were paid in full
during 1998. The Company incurred $252 of interest expense on these notes in
1998.
On December 31, 1999, the Company had a note receivable from William
Davis, the former majority shareholder of Pulsar, for $70. This note receivable
was paid in full in the fourth quarter of 2000.
In February 2000, KRDS leased a building to the Company for its corporate
headquarters. The lease expires in February 2007 (see note 10). The facility has
an annual rent of approximately $429.
(9) CONCENTRATION OF CREDIT RISK AND SIGNIFICANT CUSTOMERS
Financial instruments that potentially subject the Company to
concentration of credit risk are trade receivables. Credit risk on trade
receivables is limited as a result of the Company's customer base and their
dispersion across different industries and geographic regions. As of December
31, 1998, 1999 and 2000, accounts receivable included $308, $5,386 and $3,732,
respectively, due from the U.S. Government and related agencies. Sales to the
U.S. Government and related agencies accounted for 82%, 91% and 81% of total
revenues for the years ended December 31, 1998, 1999 and 2000, respectively.
The Company had sales to three customers that represented 44%, 17% and
20% of 1998 total revenue, respectively. The Company had sales to two customers
that represented 31% and 12% of 1999 total revenue, respectively. The Company
had sales to one customer that represented 42% of 2000 total revenue. No other
customers accounted for more than 10% of total revenue in 1998, 1999 or 2000.
Trade accounts receivable aggregated $493, $3,378 and $1,191 from the
aforementioned major customers as of December 31, 1998, 1999 and 2000,
respectively.
(10) COMMITMENTS
The Company leases office space under noncancelable operating leases. The
terms of the leases range up to seven years. The following summarizes the future
minimum lease payments under all noncancelable operating lease obligations:
Year ending December 31,
2001 ............................ $ 667
2002 ............................ 575
2003 ............................ 526
2004 ............................ 429
2005 and thereafter ............. 893
------
$3,090
======
Rental expense under noncancelable operating leases was $310, $434 and
$668 for the years ended December 31, 1998, 1999 and 2000, respectively. Rental
expense and future minimum lease payments for the years 2000 and 2001 include
offsetting income from subleases in the amounts of $126 and $153, respectively.
In February 2000, the Company moved the corporate headquarters into a
facility leased from a related party (see note 8). The remaining term on the
previously existing lease extends until September 2001. In 1999, the Company
recognized a net loss on the lease of $129; this loss includes offsetting
subleases income.
(11) LOSS PER SHARE
The calculation of diluted net loss per share under Statement 128
excludes potential common shares if the effect is antidilutive. Potential common
shares are composed of incremental shares of common stock issuable upon the
exercise of stock options and warrants. The following table sets forth potential
common shares that were excluded from the diluted net loss per share calculation
for the years ended December 31, 1998, 1999 and 2000 because they are
antidilutive for the periods indicated:
1998 1999 2000
----- ----- -----
Warrants ..................... -- 370 370
Stock options ................ 281 236 490
--- --- ---
281 606 860
=== === ===
F-14
51
(12) SHAREHOLDERS' EQUITY
STOCK OPTION PLANS
Under the Company's 1998 and 1999 Employee Stock Option Plans ("the
Plans") which were established in April 1998 and April 1999, respectively, the
exercise price of options granted will not be less than the fair market value of
the related common stock at the date of grant. The total number of shares of
common stock available for grant under these Plans is 1,500,000 shares. All
stock options granted have 10-year terms. Unless otherwise provided by the Board
of Directors or a committee of the Board administering the Plan, each option
granted under the 1998 Plan vested on December 31, 1998 as to 10-15%, plus an
additional 2.5% for each year of service with the Company, and 20% each December
31 thereafter until fully vested. Unless otherwise provided by the Board of
Directors, or a committee of the Board administering the Plan, each option
granted under the 1999 Plan vests 20% on each one year anniversary from the date
of grant.
WARRANTS
Warrants to purchase 370,000 shares of common stock at $18.15 per share
were issued to the underwriters as part of the Company's initial public offering
to purchase. The warrants are exercisable at any time, in whole or in part,
during the four-year period commencing on June 9, 2000.
OPTIONS
Following is a summary of stock option transactions:
WEIGHTED
NUMBER AVERAGE
OF EXERCISE PRICE
SHARES PER SHARE
------ --------------
Options outstanding at December 31, 1997 ......... -- $ --
Granted ........................................ 285 0.70
Cancelled ...................................... (4) 0.70
----
Options outstanding at December 31, 1998 ......... 281 0.70
Granted ........................................ 124 8.64
Cancelled ...................................... (53) 3.66
Exercised ...................................... (116) 0.70
----
Options outstanding at December 31, 1999 ......... 236 4.17
Granted ........................................ 347 5.43
Cancelled ...................................... (65) 5.73
Exercised ...................................... (28) 0.70
----
Options outstanding at December 31, 2000 ......... 490 5.05
====
As of December 31, 1999 and 2000, the number of options exercisable was
57 at a weighted average exercise price of $0.70 and remaining contract life of
8.3 years and 61 at a weighted average exercise price of $2.55 and remaining
contract life of 7.6 years, respectively.
The Company applies APB Opinion No. 25 and related interpretations in
accounting for its stock option plans. Accordingly, no compensation cost has
been recognized for its stock options in the consolidated financial statements.
Had the Company determined compensation cost based on the fair value at the
grant date for its stock options under Statement 123, the Company's net loss
would have been increased to the pro forma amount indicated below.
YEAR ENDED
DECEMBER 31,
-----------------------------
1999 2000
------- -------
Net loss as reported ............................. $ 7,086 $41,405
Assumed stock compensation cost .................. 77 259
------- -------
Pro forma net loss ............................... $ 7,163 $41,664
======= =======
Pro forma net loss per share-basic and diluted ... $ 1.02 $ 4.22
======= =======
The weighted-average fair value per option granted in 1999 and 2000 was
$3.93 and $4.85, respectively. The fair value of each option grant was estimated
on the date of grant using the Black-Scholes option-pricing model with the
following assumptions in 1999 and 2000: risk-free interest rate of 5.94% and of
6.08%; dividend yield of 0.00%; average expected lives of 6 and 5 years; and
volatility of 1.21% and 1.38%, respectively. The Black-Scholes model, as well as
other currently accepted option valuation models, was developed to estimate the
fair value of freely-tradable, fully-transferable options without vesting
restrictions, which significantly
F-15
52
differ from the Company's stock option plans. These models also require highly
subjective assumptions, including future stock price volatility and expected
time until exercise, which greatly affect the calculated fair value on the grant
date.
(13) EMPLOYEE RETIREMENT SAVINGS PLAN
Effective January 1, 1998, the Company established a retirement plan,
which is intended to qualify under Section 401(k) of the Internal Revenue Code.
Under the plan, eligible employees are able to contribute up to 20% of their
compensation not to exceed the maximum IRS deferral amount. The Company may also
match employee contributions at its discretion. During 1998, 1999 and 2000, the
Company made contributions of $40, $86 and $142 to this plan, respectively.
(14) INCOME TAXES
Effective June 9, 1999, the Company became a C corporation as a result of
the Company's initial public offering. Prior to June 9, 1999, the Company had
elected to be taxed as an S corporation under the provision of Section 1362 of
the Internal Revenue Code. Accordingly, prior to June 9, 1999, the Company had
not recorded a provision for Federal income taxes since the liability was that
of the shareholders and the S corporation was subject to a 1.5% California tax
rate on earning before income taxes.
The provision (benefit) for income taxes from continuing operations is
comprised of the following for the year ended December 31:
DECEMBER 31,
--------------------------------------------
1998 1999 2000
---- ---- ----
Current:
Federal .................... $ -- $ -- $ --
State ...................... (95) (43) 6
Foreign .................... -- -- --
---- ---- ----
Total .............. $(95) $(43) $ 6
==== ==== ====
Deferred tax assets and liabilities result from differences between the
financial statement carrying amounts and the tax basis of existing assets and
liabilities. The significant components of deferred income taxes are as follows:
DECEMBER 31,
----------------------------------------
1998 1999 2000
----- ------- -------
Deferred tax assets
Net operating loss carryforward ................ $ -- $ 1,165 $ 3,686
Credit carryforward ............................ -- 97 314
Accrued expenses ............................... -- 236 433
----- ------- -------
Total deferred tax assets ........................ -- 1,498 4,433
Less valuation allowance ....................... -- (1,498) (4,433)
----- ------- -------
Net deferred tax assets ........................ $ -- $ -- $ --
===== ======= =======
The Company has recorded a valuation allowance in the amount set forth
above for certain deductible temporary differences, net operating loss
carryforwards and credit carryforwards where it is more likely than not that the
Company will not receive future tax benefits. The net change in the valuation
allowance for the year ended December 31, 1999 and 2000 was $1,498 and $2,935
respectively. The year 1999 was the first year that the Company has recorded
deferred tax assets, as the Company was previously an S corporation and thus no
deferred tax assets had been recorded prior to June 9, 1999.
As of December 31, 2000, the Company has Federal and state net operating
losses (NOL) carryforwards of approximately $10,300 and $3,300, respectively.
These NOL carryforwards will expire through year 2020 for the Federal NOL and
2005 for the state NOLs. Additionally, the Company has Federal and state
research and experimentation (R&E) credit carryforwards of approximately $170
and $140 respectively. These R&E Credit carryforwards expire through 2020 for
the Federal R&E Credit and indefinitely for the state R&E Credit.
F-16
53
Income tax expense differs from the amount computed by applying the
Federal corporate income tax rate of 34% to income (loss) before income taxes as
follows:
YEAR ENDED DECEMBER 31
---------------------------------
1998 1999 2000
---- ---- ----
Statutory tax rate ............................................. (34%) (34%) (34%)
Goodwill amortization and impairment of goodwill and other
intangibles .................................................... -- 10% 32%
S corporation not subject to taxes ............................. 34% -- --
Change in valuation allowance .................................. -- 30% 7%
State income taxes, net ........................................ (1.5%) (6%) (5%)
Research and experimentation credit ............................ (4%) -- --
Other .......................................................... (.5%) 1% --
--- --- ---
Effective tax rate ........................................ (6%) 1% --%
=== === ===
Subsequent to the initial public offering, the Company had recognized a
tax benefit of $285 in the second quarter ended June 30, 1999. During the fourth
quarter of 1999, the Company determined it was more likely than not that the
Company would not realize the benefit of the net deferred tax asset, and
accordingly, recorded a tax-expense to eliminate the benefit and related
deferred tax asset from the consolidated financial statements in the fourth
quarter of 1999.
(15) CONTINGENT LIABILITIES
As the Company provides engineering and other services to various
government agencies, it is subject to retrospective audits, which may result in
adjustments to amounts recognized as revenues, and the Company may be subject to
investigation by governmental entities. Failure to comply with the terms of any
governmental contracts could result in civil and criminal fines and penalties,
as well as suspension from future government contracts. The Company is not aware
of any adjustments, fines or penalties, which could have a material adverse
effect on its financial position or results of operations.
The Company had cost reimbursable type contracts with the Federal
Government. Consequently, the Company is reimbursed based upon the direct
expenses attributable to the contract, plus a percentage based upon overhead,
material handling, and general administrative expenses. The overhead, material
handling, and general administrative rates are estimates. Accordingly, if the
actual rates as determined by the Defense Contract Audit Agency are below the
Company's estimates, a refund for the difference would be due to the Federal
Government. It is management's opinion that no material liability will result
from any contract audits.
We are involved from time to time in various litigations that arise in
the ordinary course of business. We are not currently involved in any litigation
that we believe will have a material impact on our results of operations,
financial condition or liquidity.
On January 16, 1998, G2 Resources Inc. (G2) filed a complaint against
Pulsar in the Circuit Court, Fifteenth Judicial Circuit, Palm Beach County,
Florida. G2 claims that Pulsar breached a contract under which G2 agreed to
provide services related to the monitoring of government contracts available for
bid and the preparation and submission of bids on behalf of Pulsar. The contract
provides that Pulsar pay G2 $500,000 in 30 monthly installments of $16,666 and
an additional fee of 2% of the gross dollar amount generated by awards. In its
complaint, G2 alleged that Pulsar failed to make payments under the contract and
claimed damages in excess of $525,000 plus interest, costs and attorneys fees.
In the course of discovery G2 asserted that its losses/costs arising out of its
claim amounted to approximately $10.3 million. Pulsar has asserted that G2
failed to perform the services required under the contract and Pulsar filed a
claim for compensatory damages, interest and attorneys fees against G2.
Classical Financial Services, LLC intervened in the case. Classical claims that
G2 assigned its accounts receivable to Classical under a financing program and
that Pulsar breached its obligations to Classical by failing to make payments
under the contract with G2. Pulsar has asserted defenses to Classical's claim.
The Company believes that the claims of G2 and Classical against Pulsar are
without merit and intends to continue to vigorously defend against the claims.
If G2 or Classical were to prevail in this lawsuit, our business and financial
condition could be materially adversely affected.
The Company recently received a notice from Microsoft pertaining to
alleged sales of unlicensed copies of Microsoft Office. The software in question
was purchased from a major computer hardware manufacturer and was resold to one
of the Company's customers in a package that included both hardware and
software. The Company is currently investigating the matter, and does not
anticipate that the outcome will have a material impact on its results of
operations, financial condition or liquidity.
(16) RETIRED SHARES
As part of the Stock Acquisition Agreement dated February 9, 1999,
whereby Litronic acquired all of the outstanding stock of Pulsar, Lillian Davis,
as a selling shareholder of Pulsar, agreed to indemnify the Company for certain
damages if incurred by the Company as specified in the Stock Acquisition
Agreement. In November 2000, the Company entered into an agreement with Ms.
Davis, a shareholder of the Company, whereby she would, in consideration for a
release from specific potential indemnity obligations, transfer 141,573 shares
of the Company's common stock to the Company for cancellation. The release was
for specific potential indemnity obligations and Ms. Davis was not released from
any potential indemnity obligations outlined in the Stock Acquisition Agreement
that were not specified in the release. The 141,573 shares of stock subject to
the agreement were transferred to the Company in December 2000 and retired.
F-17
54
(17) SUBSEQUENT EVENT
On February 9, 2001, the Company signed a term sheet to merge with
privately held BIZ Interactive Zone, Inc. ("BIZ"), a provider of Internet
security solutions for finance, health care, business, e-commerce and
entertainment. Consummation of the transaction is subject to the execution of a
definitive agreement, approval by Litronic's and BIZ's stockholders and other
normal closing conditions. The proposed merger will be accounted for under the
purchase method of accounting.
(18) QUARTERLY FINANCIAL DATA (UNAUDITED)
Selected quarterly financial data for 2000 and 1999 is as follows:
Basic and
Diluted
Net Gross Net loss
revenues profit loss per share
2000:
Fourth quarter $ 10,473 $ 2,062 $(33,872) $(3.45)
Third quarter 15,111 2,760 (1,652) (0.17)
Second quarter 9,050 2,439 (2,420) (0.24)
First quarter 4,722 935 (3,461) (0.35)
-------- -------- --------
Total $ 39,356 $ 8,196 $(41,405)
======== ======== ========
1999:
Fourth quarter $ 11,370 $ 1,217 $ (3,215) $(0.33)
Third quarter 16,128 2,775 (1,379) (0.14)
Second quarter 2,747 713 (1,519) (0.31)
First quarter 1,410 882 (973) (0.25)
-------- -------- --------
Total $ 31,655 $ 5,587 $ (7,086)
======== ======== ========
F-18
55
SCHEDULE II
LITRONIC INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1999 AND 2000
(IN THOUSANDS, EXCEPT SHARE DATA)
ADDITIONS
BALANCE AT CHARGED TO ADDITIONS DEDUCTIONS--
BEGINNING COSTS AND DUE TO AMOUNTS BALANCE AT
DESCRIPTION OF PERIOD EXPENSES ACQUISITION WRITTEN OFF END OF PERIOD
- ----------- ---------- ---------- ----------- ----------- -------------
Year Ended December 31, 1998
Allowance for doubtful accounts ........ $ -- $ 14 $ -- $ -- $ 14
===== ==== ===== ===== ====
Year Ended December 31, 1999
Allowance for doubtful accounts ........ $ 14 $327 $ 194 $ 145 $390
===== ==== ===== ===== ====
Year Ended December 31, 2000
Allowance for doubtful accounts ........ $ 390 $286 $ --- $ 408 $268
===== ==== ===== ===== ====
S-1
56
EXHIBITS
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------- ----------- ------
3.1 Certificate of Incorporation, as amended on February 5, 1999
(incorporated by reference to exhibit of the same number contained
in Registrant's Registration Statement on Form S-1 filed with the
Commission on or about February 11, 1999).
3.2 Bylaws of the Registrant (incorporated by reference to exhibit of
the same number contained in Registrant's Registration Statement
on Form S-1 filed with the Commission on or about February 11,
1999).
3.3 Form of Amended and Restated Certificate of Incorporation
(incorporated by reference to exhibit of the same number contained
in Registrant's Registration Statement on Form S-1 filed with the
Commission on or about February 11, 1999).
4.1 Registration Rights Agreement (incorporated by reference to
exhibit of the same number contained in Registrant's Registration
Statement on Form S-1 filed with the Commission on or about
February 11, 1999).
4.2 Warrant Agreement (incorporated by reference to exhibit of the
same number contained in Registrant's Registration Statement on
Form S-1 filed with the Commission on or about February 11, 1999).
4.3 Stock Certificate (incorporated by reference to exhibit of the
same number contained in Registrant's Registration Statement on
Form S-1 filed with the Commission on or about February 11, 1999).
10.01 Employment Agreement with Kris Shah (incorporated by reference to
exhibit of the same number contained in Registrant's Registration
Statement on Form S-1 filed with the Commission on or about
February 11, 1999).
10.02 Award Contract between Maryland Procurement Office and Litronic
Industries, Inc. dated June 27, 1997 (incorporated by reference to
Exhibit 10.11 contained in Registrant's Registration Statement on
Form S-1 filed with the Commission on or about February 11, 1999).
10.03 Sublease Agreement between Litronic Industries, Inc. and E. I. du
Pont de Nemours and Company dated October 20, 1997 (incorporated
by reference to Exhibit 10.14 contained in Registrant's
Registration Statement on Form S-1 filed with the Commission on or
about February 11, 1999).
10.04 Litronic Industries, Inc. Stock Option Plan dated April 1, 1998
(incorporated by reference to Exhibit 10.24 contained in
Registrant's Registration Statement on Form S-1 filed with the
Commission on or about February 11, 1999).
10.05 Litronic Industries, Inc. Stock Option Plan dated February 9, 1999
(incorporated by reference to Exhibit 10.25 contained in
Registrant's Registration Statement on Form S-1 filed with the
Commission on or about February 11, 1999).
10.06 Modification dated February 3, 1999 of Original GSA Contract
GS-35F-4232D dated May 3, 1996 (incorporated by reference to
Exhibit 10.26 contained in Registrant's Registration Statement on
Form S-1 filed with the Commission on or about February 11, 1999).
10.07 Deed of Lease Agreement between Pulsar Data Systems, Inc. and
Massachusetts Mutual Life Insurance Company dated August 11, 1998
(incorporated by reference to Exhibit 10.27 contained in
Registrant's Registration Statement on Form S-1 filed with the
Commission on or about February 11, 1999).
57
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------- ----------- ------
10.08 Dallas Semiconductor Standard Consulting Agreement dated February
2, 1999 between Litronic and Dallas Semiconductor Corporation
(incorporated by reference to Exhibit 10.37 contained in
Registrant's Registration Statement on Form S-1 filed with the
Commission on or about February 11, 1999).
10.09 Basic Ordering Agreement dated April 16, 1998 between the United
States of America and Litronic (incorporated by reference to
Exhibit 10.38 contained in Registrant's Registration Statement on
Form S-1 filed with the Commission on or about February 11, 1999).
10.10 Nonexclusive Distributor Agreement dated April 27, 1999 among
Litronic and Itochu Techno-Science Corporation and Itochu
Corporation (incorporated by reference to Exhibit 10.39 contained
in Registrant's Registration Statement on Form S-1 filed with the
Commission on or about February 11, 1999).
10.11 Equipment Purchase, Software License and Maintenance Agreement
dated April 20, 1999 between Bank of America and Litronic
(incorporated by reference to Exhibit 10.40 contained in
Registrant's Registration Statement on Form S-1 filed with the
Commission on or about February 11, 1999).
10.12 Nonexclusive reseller agreement dated as of April 1, 1999 between
Litronic and South African Certification Agency (incorporated by
reference to Exhibit 10.41 contained in Registrant's Registration
Statement on Form S-1 filed with the Commission on or about
February 11, 1999).
10.13 Loan and Security Agreement dated as of May 10, 1999 between
Litronic and Fidelity Funding Inc. (incorporated by reference to
Exhibit 10.42 contained in Registrant's Registration Statement on
Form S-1 filed with the Commission on or about February 11, 1999).
10.14 Lease agreement between KRDS, Inc., and the Company, dated January
2, 2000.*
10.15 Strategic Development & Marketing Alliance Agreement between B12
Interactive Zone, Inc., and the Company, dated September 5, 2000.*
21 Subsidiaries of the Registrant.*
- -----------------
* Previously filed as an exhibit to the annual report on Form 10-K to which this
amendment relates.