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On March 13, 2018, the Credit Agreement was amended to (1) refinance the existing term loan A facility to include a $510 million (US) term loan A facility with a term expiring on March 13, 2021 and a $500 million CAD term loan A facility and a $250 million AUD term loan A facility each with terms expiring on March 13, 2023; (2) issue a new $600 million term loan B facility to institutional investors with a term expiring on March 13, 2025; (3) increase the capacity of the Company's revolving credit facility from $1.05 billion to $1.35 billion and extend its term until March 13, 2023; (4) reduce the Company's interest rate borrowing costs as follows: (a) the term loan B facility, at the Company's election, Base Rate (as defined in the Credit Agreement) plus 0.75% or Eurocurrency Rate (as defined in the Credit Agreement) plus 1.75%, (b) the (US) term loan A facility, at the Company's election, Base Rate plus 0.50% or Eurocurrency Rate plus 1.50%, and (c) the Canadian (CAD) term loan A facility, the Australian (AUD) term loan A facility, and the revolving credit facility, an initial rate of, at the Company's election, Base Rate plus 0.75% or Eurocurrency Rate plus 1.75%, and after the end of the Company's fiscal quarter ended June 30, 2018, Base Rate loans plus a margin ranging from 0.25% to 1.00% or Eurocurrency Rate plus a margin from 1.25% to 2.00%, based on the Consolidated Leverage Ratio (as defined in the Credit Agreement); (5) revise covenants including increasing the amounts available under the restricted payment negative covenant and revising the Maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) to include a 4.5 leverage ratio through September 30, 2019 after which the leverage ratio steps down to 4.0. |
We provide a wide array of classified and unclassified services in our MS segment, both directly and through joint ventures or similar partner arrangements, including: • Operation and maintenance of complex government installations, including military bases and test ranges; • Network and communications engineering, software engineering, IT infrastructure design and implementation, cyber defense and cloud computing technologies; • Deactivation, decommissioning and disposal of nuclear weapons stockpiles and other nuclear waste; • Management and operations and maintenance services for complex DOE and NDA programs and facilities; • Testing and development of new components and platforms, as well as engineering and technical support for the modernization of aging weapon systems; • Logistics support for government supply and distribution networks, including warehousing, packaging, delivery and traffic management; • Acquisition support for new weapons platforms; • Maintenance planning to extend the service life of weapons systems and other military equipment; • Maintenance, modification and overhaul of military aircraft and ground vehicles; • Safety analyses for high-hazard facilities and licensing for DOE sites; • Threat assessments of public facilities and the development of force protection and security systems; • Planning and conducting emergency preparedness exercises; • First responder training for the military and other government agencies; • Management and operations and maintenance of chemical agent and chemical weapon disposal facilities; • Installation of monitoring technology to detect the movement of nuclear and radiological materials across national borders; • Planning, design and construction of aircraft hangars, barracks, military hospitals and other government buildings; and • Environmental remediation and restoration for the redevelopment of military bases and other government installations. |
This high level of indebtedness could have important negative consequences to us, including, but not limited to: • we may have difficulty satisfying our obligations with respect to outstanding debt obligations; • we may have difficulty obtaining financing in the future for working capital, acquisitions, capital expenditures or other purposes; • we may need to use all, or a substantial portion, of our available excess cash flow to pay interest and principal on our debt, which will reduce the amount of money available to finance our operations and other business activities, including, but not limited to, working capital requirements, acquisitions, capital expenditures or other general corporate or business activities; • our debt level increases our vulnerability to general economic downturns and adverse industry conditions; • our debt level could limit our flexibility in planning for, or reacting to, changes in our business and in our industry in general; • our substantial amount of debt and the amount we must pay to service our debt obligations could place us at a competitive disadvantage compared to our competitors that have less debt; • we may have increased borrowing costs; • our clients, surety providers or insurance carriers may react adversely to our significant debt level; • we may have insufficient funds, and our debt level may also restrict us from raising the funds necessary, to retire certain of our debt instruments tendered to us upon maturity of our debt or the occurrence of a change of control, which would constitute an event of default under certain of our debt instruments; and • our failure to comply with the financial and other restrictive covenants in our debt instruments which, among other things, require us to maintain specified financial ratios and limit our ability to incur debt and sell assets, could result in an event of default that, if not cured or waived, could have a material adverse effect on our business or prospects. |
Difficulties we may encounter as part of the integration process include the following: • the consequences of a change in tax treatment, including the costs of integration and compliance and the possibility that the full benefits anticipated from the acquisition will not be realized; • any delay in the integration of management teams, strategies, operations, products and services; • diversion of the attention of each company's management as a result of the acquisition; • differences in business backgrounds, corporate cultures and management philosophies that may delay successful integration; • the ability to retain key employees; • the ability to create and enforce uniform standards, controls, procedures, policies and information systems; • the challenge of integrating complex systems, technology, networks and other assets into those of ours in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies; • potential unknown liabilities and unforeseen increased expenses or delays associated with the acquisition, including costs to integrate beyond current estimates; • the ability to deduct or claim certain tax attributes or benefits such as operating losses, business or foreign tax credits; and • the disruption of, or the loss of momentum in, each company's ongoing businesses or inconsistencies in standards, controls, procedures and policies. |
Although management believes that the assumptions underlying the forward-looking statements are reasonable, these assumptions and the forward-looking statements are subject to various factors, risks and uncertainties, many of which are beyond our control, including, but not limited to, the fact that our business is cyclical and vulnerable to economic downturns and client spending reductions; we are dependent on long-term government contracts and subject to uncertainties related to government contract appropriations; governmental agencies may modify, curtail or terminate our contracts; government contracts are subject to audits and adjustments of contractual terms; we may experience losses under fixed-price contracts; we have limited control over operations run through our joint venture entities; we may be liable for misconduct by our employees or consultants or our failure to comply with laws or regulations applicable to our business; we may not maintain adequate surety and financial capacity; we are highly leveraged and may not be able to service our debt and guarantees; we have exposure to political and economic risks in different countries where we operate as well as currency exchange rate fluctuations; we may not be able to retain and recruit key technical and management personnel; we may be subject to legal claims; we may have inadequate insurance coverage; we are subject to environmental law compliance and may not have adequate nuclear indemnification; there may be unexpected adjustments and cancellations related to our backlog; we are dependent on partners and third parties who may fail to satisfy their obligations; we may not be able to manage pension costs; we may face cybersecurity issues and data loss; as well as other additional risks and factors discussed in this Annual Report on Form 10-K and any subsequent reports we file with the SEC. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA AECOM Index to Consolidated Financial Statements September 30, 2017 Audited Annual Consolidated Financial Statements Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets at September 30, 2017 and 2016 Consolidated Statements of Operations for the Years Ended September 30, 2017, 2016, and 2015 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended September 30, 2017, 2016, and Consolidated Statements of Stockholders' Equity for the Years Ended September 30, 2017, 2016, and Consolidated Statements of Cash Flows for the Years Ended September 30, 2017, 2016, and 2015 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of AECOM We have audited the accompanying consolidated balance sheets of AECOM (the "Company") as of September 30, 2017 and 2016, and the related consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended September 30, 2017. |
We provide a wide array of services in our MS segment, both directly and through joint ventures or similar partner arrangements, including: • Operation and maintenance of complex government installations, including military bases and test ranges; • Network and communications engineering, software engineering, IT infrastructure design and implementation, cyber defense and cloud computing technologies; • Deactivation, decommissioning and disposal of nuclear weapons stockpiles and other nuclear waste; • Management and operations and maintenance services for complex DOE and NDA programs and facilities; • Testing and development of new components and platforms, as well as engineering and technical support for the modernization of aging weapon systems; • Logistics support for government supply and distribution networks, including warehousing, packaging, delivery and traffic management; • Acquisition support for new weapons platforms; • Maintenance planning to extend the service life of weapons systems and other military equipment; • Maintenance, modification and overhaul of military aircraft and ground vehicles; • Safety analyses for high-hazard facilities and licensing for DOE sites; • Threat assessments of public facilities and the development of force protection and security systems; • Planning and conducting emergency preparedness exercises; • First responder training for the military and other government agencies; • Management and operations and maintenance of chemical agent and chemical weapon disposal facilities; • Installation of monitoring technology to detect the movement of nuclear and radiological materials across national borders; • Planning, design and construction of aircraft hangars, barracks, military hospitals and other government buildings; and • Environmental remediation and restoration for the redevelopment of military bases and other government installations. |
This high level of indebtedness could have important negative consequences to us, including, but not limited to: • we may have difficulty satisfying our obligations with respect to outstanding debt obligations; • we may have difficulty obtaining financing in the future for working capital, acquisitions, capital expenditures or other purposes; • we may need to use all, or a substantial portion, of our available excess cash flow to pay interest and principal on our debt, which will reduce the amount of money available to finance our operations and other business activities, including, but not limited to, working capital requirements, acquisitions, capital expenditures or other general corporate or business activities; • our debt level increases our vulnerability to general economic downturns and adverse industry conditions; • our debt level could limit our flexibility in planning for, or reacting to, changes in our business and in our industry in general; • our substantial amount of debt and the amount we must pay to service our debt obligations could place us at a competitive disadvantage compared to our competitors that have less debt; • we may have increased borrowing costs; • our clients, surety providers or insurance carriers may react adversely to our significant debt level; • we may have insufficient funds, and our debt level may also restrict us from raising the funds necessary, to retire certain of our debt instruments tendered to us upon maturity of our debt or the occurrence of a change of control, which would constitute an event of default under certain of our debt instruments; and • our failure to comply with the financial and other restrictive covenants in our debt instruments which, among other things, require us to maintain specified financial ratios and limit our ability to incur debt and sell assets, could result in an event of default that, if not cured or waived, could have a material adverse effect on our business or prospects. |
Difficulties we may encounter as part of the integration process include the following: • the consequences of a change in tax treatment, including the costs of integration and compliance and the possibility that the full benefits anticipated from the acquisition will not be realized; • any delay in the integration of management teams, strategies, operations, products and services; • diversion of the attention of each company's management as a result of the acquisition; • differences in business backgrounds, corporate cultures and management philosophies that may delay successful integration; • the ability to retain key employees; • the ability to create and enforce uniform standards, controls, procedures, policies and information systems; • the challenge of integrating complex systems, technology, networks and other assets into those of ours in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies; • potential unknown liabilities and unforeseen increased expenses or delays associated with the acquisition, including costs to integrate beyond current estimates; • the ability to deduct or claim certain tax attributes or benefits such as operating losses, business or foreign tax credits; and • the disruption of, or the loss of momentum in, each company's ongoing businesses or inconsistencies in standards, controls, procedures and policies. |
Although management believes that the assumptions underlying the forward-looking statements are reasonable, these assumptions and the forward-looking statements are subject to various factors, risks and uncertainties, many of which are beyond our control, including, but not limited to, the fact that demand for our services is cyclical and vulnerable to economic downturns and reduction in government and private industry spending; our dependence on long-term government contracts, which are subject to uncertainties concerning the government's budgetary approval process; the possibility that our government contracts may be terminated by the government; the risk of employee misconduct or our failure to comply with laws and regulations; legal, security, political, and economic risks in the countries in which we operate; competition in our industry; maintaining adequate surety and financial capacity; cyber security breaches; information technology interruptions or data losses; liabilities under environmental laws; fluctuations in demand for oil and gas services; our substantial indebtedness; the ability to retain key personnel; global tax compliance; changes in financial markets, interest rates and foreign currency exchange rates; and those additional risks and factors discussed in this Annual Report on Form 10-K and any subsequent reports we file with the SEC. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA AECOM Index to Consolidated Financial Statements September 30, 2016 Audited Annual Financial Statements Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets at September 30, 2016 and 2015 Consolidated Statements of Operations for the Years Ended September 30, 2016, 2015, and 2014 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended September 30, 2016, 2015, and Consolidated Statements of Stockholders' Equity for the Years Ended September 30, 2016, 2015, and 2014 Consolidated Statements of Cash Flows for the Years Ended September 30, 2016, 2015, and 2014 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of AECOM We have audited the accompanying consolidated balance sheets of AECOM (the "Company") as of September 30, 2016 and 2015, and the related consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended September 30, 2016. |
We provide a wide array of services in our MS segment, both directly and through joint ventures or similar partner arrangements, including: • Operation and maintenance of complex government installations, including military bases and test ranges; • Network and communications engineering, software engineering, IT infrastructure design and implementation, cyber defense and cloud computing technologies; • Deactivation, decommissioning and disposal of nuclear weapons stockpiles and other nuclear waste; • Management and operations and maintenance services for complex DOE and NDA programs and facilities; • Testing and development of new components and platforms, as well as engineering and technical support for the modernization of aging weapon systems; • Logistics support for government supply and distribution networks, including warehousing, packaging, delivery and traffic management; • Acquisition support for new weapons platforms; • Maintenance planning to extend the service life of weapons systems and other military equipment; • Maintenance, modification and overhaul of military aircraft and ground vehicles; • Safety analyses for high-hazard facilities and licensing for DOE sites; • Threat assessments of public facilities and the development of force protection and security systems; • Planning and conducting emergency preparedness exercises; • First responder training for the military and other government agencies; • Management and operations and maintenance of chemical agent and chemical weapon disposal facilities; • Installation of monitoring technology to detect the movement of nuclear and radiological materials across national borders; • Planning, design and construction of aircraft hangars, barracks, military hospitals and other government buildings; and • Environmental remediation and restoration for the redevelopment of military bases and other government installations. |
This high level of indebtedness could have important negative consequences to us, including, but not limited to: • we may have difficulty satisfying our obligations with respect to outstanding debt obligations; • we may have difficulty obtaining financing in the future for working capital, acquisitions, capital expenditures or other purposes; • we may need to use all, or a substantial portion, of our available excess cash flow to pay interest and principal on our debt, which will reduce the amount of money available to finance our operations and other business activities, including, but not limited to, working capital requirements, acquisitions, capital expenditures or other general corporate or business activities; • our debt level increases our vulnerability to general economic downturns and adverse industry conditions; • our debt level could limit our flexibility in planning for, or reacting to, changes in our business and in our industry in general; • our substantial amount of debt and the amount we must pay to service our debt obligations could place us at a competitive disadvantage compared to our competitors that have less debt; • we may have increased borrowing costs; • our clients, surety providers or insurance carriers may react adversely to our significant debt level; • we may have insufficient funds, and our debt level may also restrict us from raising the funds necessary, to retire certain of our debt instruments tendered to us upon maturity of our debt or the occurrence of a change of control, which would constitute an event of default under certain of our debt instruments; and • our failure to comply with the financial and other restrictive covenants in our debt instruments which, among other things, require us to maintain specified financial ratios and limit our ability to incur debt and sell assets, could result in an event of default that, if not cured or waived, could have a material adverse effect on our business or prospects. |
Difficulties we may encounter as part of the integration process include the following: • the consequences of a change in tax treatment, including the costs of integration and compliance and the possibility that the full benefits anticipated from the acquisition will not be realized; • any delay in the integration of management teams, strategies, operations, products and services; • diversion of the attention of each company's management as a result of the acquisition; • differences in business backgrounds, corporate cultures and management philosophies that may delay successful integration; • the ability to retain key employees; • the ability to create and enforce uniform standards, controls, procedures, policies and information systems; • the challenge of integrating complex systems, technology, networks and other assets into those of ours in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies; • potential unknown liabilities and unforeseen increased expenses or delays associated with the acquisition, including costs to integrate beyond current estimates; • the ability to deduct or claim certain tax attributes or benefits such as operating losses, business or foreign tax credits; and • the disruption of, or the loss of momentum in, each company's ongoing businesses or inconsistencies in standards, controls, procedures and policies. |
Although management believes that the assumptions underlying the forward-looking statements are reasonable, these assumptions and the forward-looking statements are subject to various factors, risks and uncertainties, many of which are beyond our control, including, but not limited to, the fact that demand for our services is cyclical and vulnerable to economic downturns and reduction in government and private industry spending, our dependence on long-term government contracts, which are subject to uncertainties concerning the government's budgetary approval process, the possibility that our government contracts may be terminated by the government; the risk of employee misconduct or our failure to comply with laws and regulations; legal, security, political, and economic risks in the countries in which we operate; competition in our industry; cyber security breaches; information technology interruptions or data losses; liabilities under environmental laws; fluctuations in demand for oil and gas services; our substantial indebtedness; covenant restrictions in our indebtedness; the ability to successfully integrate our operations and employees with that of URS; the ability to realize anticipated benefits and synergies from the URS acquisition; the ability to retain key personnel; changes in financial markets, interest rates and foreign currency exchange rates; and those additional risks and factors discussed in this Annual Report on Form 10-K and any subsequent reports we file with the SEC. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA AECOM Index to Consolidated Financial Statements September 30, 2015 Audited Annual Financial Statements Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets at September 30, 2015 and 2014 Consolidated Statements of Operations for the Years Ended September 30, 2015, 2014 and 2013 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended September 30, 2015, 2014 and 2013 Consolidated Statements of Stockholders' Equity for the Years Ended September 30, 2015, 2014 and 2013 Consolidated Statements of Cash Flows for the Years Ended September 30, 2015, 2014 and 2013 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of AECOM We have audited the accompanying consolidated balance sheets of AECOM (formerly AECOM Technology Corporation) (the "Company") as of September 30, 2015 and 2014, and the related consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended September 30, 2015. |
Difficulties we may encounter as part of the integration process include the following: • the consequences of a change in tax treatment, including the costs of integration and compliance and the possibility that the full benefits anticipated from the URS acquisition will not be realized; • any delay in the integration of management teams, strategies, operations, products and services; • diversion of the attention of each company's management as a result of the URS acquisition; • differences in business backgrounds, corporate cultures and management philosophies that may delay successful integration; • the ability to retain key employees; • the ability to create and enforce uniform standards, controls, procedures, policies and information systems; • the challenge of integrating complex systems, technology, networks and other assets of URS into those of us in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies; • potential unknown liabilities and unforeseen increased expenses or delays associated with the URS acquisition, including costs to integrate URS beyond current estimates; • the ability to deduct or claim certain tax attributes or benefits such as operating losses, business or foreign tax credits; and • the disruption of, or the loss of momentum in, each company's ongoing businesses or inconsistencies in standards, controls, procedures and policies. |
This high level of indebtedness could have important negative consequences to us, including, but not limited to: • we may have difficulty satisfying our obligations with respect to outstanding debt obligations; • we may have difficulty obtaining financing in the future for working capital, acquisitions, capital expenditures or other purposes; • we may need to use all, or a substantial portion, of our available excess cash flow to pay interest and principal on our debt, which will reduce the amount of money available to finance our operations and other business activities, including, but not limited to, working capital requirements, acquisitions, capital expenditures or other general corporate or business activities; • our debt level increases our vulnerability to general economic downturns and adverse industry conditions; • our debt level could limit our flexibility in planning for, or reacting to, changes in our business and in our industry in general; • our substantial amount of debt and the amount we must pay to service our debt obligations could place us at a competitive disadvantage compared to our competitors that have less debt; • we may have increased borrowing costs; • our clients, surety providers or insurance carriers may react adversely to our significant debt level; • we may have insufficient funds, and our debt level may also restrict us from raising the funds necessary, to retire certain of our debt instruments tendered to us upon maturity of our debt or the occurrence of a change of control, which would constitute an event of default under certain of our debt instruments; and • our failure to comply with the financial and other restrictive covenants in our debt instruments which, among other things, require us to maintain specified financial ratios and limit our ability to incur debt and sell assets, could result in an event of default that, if not cured or waived, could have a material adverse effect on our business or prospects. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA AECOM Technology Corporation Index to Consolidated Financial Statements September 30, 2014 Audited Annual Financial Statements Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets at September 30, 2014 and 2013 Consolidated Statements of Operations for the Years Ended September 30, 2014, 2013 and 2012 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended September 30, 2014, 2013 and Consolidated Statements of Stockholders' Equity for the Years Ended September 30, 2014, 2013 and 2012 Consolidated Statements of Cash Flows for the Years Ended September 30, 2014, 2013 and 2012 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of AECOM Technology Corporation We have audited the accompanying consolidated balance sheets of AECOM Technology Corporation (the "Company") as of September 30, 2014 and 2013, and the related consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended September 30, 2014. |
In connection with the offering of the Notes, the Company and the guarantors entered into a Registration Rights Agreement, dated as of October 6, 2014 and agreed to use commercially reasonable efforts to (i) file with the U.S. Securities and Exchange Commission (SEC) a registration statement relating to the registered exchange offer (the Exchange Offer) to exchange the Notes for a new series of the Company's exchange notes having terms substantially identical in all material respects to, and in the same aggregate principal amount as the Notes, (ii) cause the Exchange Offer registration statement to be declared effective by the SEC on or prior to the 390th day following October 6, 2014 (or if such 390th day is not a business day, the next succeeding business day (the Exchange Date)), (iii) cause the Exchange Offer registration statement to be effective continuously and keep the exchange offer open for a period not less than 30 days after the date notice of the exchange offer is mailed to the holders of the Notes and (iv) cause the Exchange Offer to be consummated in no event later than the Exchange Date. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA AECOM Technology Corporation Index to Consolidated Financial Statements September 30, 2013 Audited Annual Financial Statements Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets at September 30, 2013 and 2012 Consolidated Statements of Operations for the Years Ended September 30, 2013, 2012 and 2011 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended September 30, 2013, 2012 and 2011 Consolidated Statements of Stockholders' Equity for the Years Ended September 30, 2013, 2012 and 2011 Consolidated Statements of Cash Flows for the Years Ended September 30, 2013, 2012 and 2011 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of AECOM Technology Corporation We have audited the accompanying consolidated balance sheets of AECOM Technology Corporation (the "Company") as of September 30, 2013 and 2012, and the related consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended September 30, 2013. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA AECOM Technology Corporation Index to Consolidated Financial Statements September 30, 2012 Audited Annual Financial Statements Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets at September 30, 2012 and 2011 Consolidated Statements of Operations for the Years Ended September 30, 2012, 2011 and 2010 Consolidated Statements of Stockholders' Equity for the Years Ended September 30, 2012, 2011 and 2010 Consolidated Statements of Cash Flows for the Years Ended September 30, 2012, 2011 and 2010 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm The Board of Directors and stockholders of AECOM Technology Corporation We have audited the accompanying consolidated balance sheets of AECOM Technology Corporation (the "Company") as of September 30, 2012 and 2011, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended September 30, 2012. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA AECOM Technology Corporation Index to Consolidated Financial Statements September 30, 2011 Audited Annual Financial Statements Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets at September 30, 2011 and 2010 Consolidated Statements of Income for the Years Ended September 30, 2011, 2010 and 2009 Consolidated Statements of Stockholders' Equity for the Years Ended September 30, 2011, 2010 and 2009 Condensed Consolidated Statements of Cash Flows for the Years Ended September 30, 2011, 2010 and 2009 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of AECOM Technology Corporation We have audited the accompanying consolidated balance sheets of AECOM Technology Corporation (the "Company") as of September 30, 2011 and 2010, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended September 30, 2011. |
), HSBC Bank USA, National Association, and BNP Paribas, in their respective capacities as a letter of credit issuing lender, Bank of America, N.A., as administrative agent and swing line lender, and Union Bank of California, N.A., Wells Fargo Bank, N.A., BMO Capital Markets Financing, Inc., and BNP Paribas, in their respective capacities as a syndication agent and other financial institutions that are parties thereto (incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed with the SEC on September 7, 2007) 10.4 Third Amended and Restated Credit Agreement, dated as of July 20, 2011, by and among AECOM Technology Corporation, Bank of America, N.A., as administrative agent and a lender, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed with the SEC on July 26, 2011) 10.5 Amended and Restated Credit Agreement, dated as of September 30, 2011, by and among AECOM Technology Corporation, Bank of America, N.A., as administrative agent and a lender, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed with the SEC on October 6, 2011) 10.6 Term Credit Agreement dated as of September 22, 2006, among Maunsell HK Holdings, Ltd., Faber Maunsell Limited, W.E. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA AECOM Technology Corporation Index to Consolidated Financial Statements September 30, 2010 Audited Annual Financial Statements Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets at September 30, 2010 and 2009 Consolidated Statements of Income for the Years Ended September 30, 2010, 2009 and 2008 Consolidated Statements of Stockholders' Equity for the Years Ended September 30, 2010, 2009 and Consolidated Statements of Cash Flows for the Years Ended September 30, 2010, 2009 and 2008 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of AECOM Technology Corporation We have audited the accompanying consolidated balance sheets of AECOM Technology Corporation (the "Company") as of September 30, 2010 and 2009, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended September 30, 2010. |
1 to Investor Rights Agreement, dated as of February 14, 2006, among AECOM Technology Corporation and the investors party thereto (incorporated by reference to Exhibit 4.5 to the Company's registration statement on Form 10 filed with the SEC on January 29, 2007) 4.3 Joinder Agreement to the Investor Rights Agreement, dated as of February 9, 2006, as amended, by and among AECOM Technology Corporation and the investor party thereto (incorporated by reference to Exhibit 4.3 to the Company's registration statement on Form 10 filed with the SEC on January 29, 2007) 4.4 Joinder Agreement to Investor Rights Agreement, dated as of February 14, 2006, as amended, by and among AECOM Technology Corporation and the investor party thereto (incorporated by reference to Exhibit 4.4 to the Company's registration statement on Form 10 filed with the SEC on January 29, 2007) 10.1 Amended and Restated Credit Agreement, dated as of September 22, 2006, among AECOM Technology Corporation, the Subsidiary Borrowers, Union Bank of California, N.A., as Administrative Agent, a Letter of Credit Issuing Lender and the Swing Line Lender, Harris N.A., as a Letter of Credit Issuing Lender, Bank of Montreal acting under its trade name BMO Capital Markets, as Syndication Agent and other financial institutions that are parties thereto (incorporated by reference to Exhibit 10.1 to the Company's registration statement on Form 10 filed with the SEC on January 29, 2007) 10.2 Second Amendment to Second Amended and Restated Credit Agreement, dated as of June 25, 2010, by and among AECOM Technology Corporation, the lenders party thereto, Bank of America, N.A., as administrative agent and swing line lender and Union Bank of California, N.A., Wells Fargo Bank, N.A., BMO Capital Markets Financing, Inc. and BNP Paribas as syndication agents (incorporated by reference to Exhibit 10.2 to the Company's current report on Form 8-K filed with the SEC on July 1, 2010) 10.3 Second Amended and Restated Credit Agreement, dated as of August 31, 2007, among AECOM Technology Corporation, the Subsidiary Borrowers, Bank of America, N.A., Union Bank of California, N.A., Harris N.A. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA AECOM Technology Corporation Index to Consolidated Financial Statements September 30, 2009 Audited Annual Financial Statements Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets at September 30, 2009 and 2008 Consolidated Statements of Income for the Years Ended September 30, 2009, 2008 and 2007 Consolidated Statements of Stockholders' Equity for the Years Ended September 30, 2009, 2008 and 2007 Consolidated Statements of Cash Flows for the Years Ended September 30, 2009, 2008 and Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of AECOM Technology Corporation We have audited the accompanying consolidated balance sheets of AECOM Technology Corporation and subsidiaries (the "Company") as of September 30, 2009 and 2008, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended September 30, 2009. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA AECOM Technology Corporation Index to Consolidated Financial Statements September 30, 2008 Audited Annual Financial Statements Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets at September 30, 2008 and 2007 Consolidated Statements of Income for the Years Ended September 30, 2008, 2007 and 2006 Consolidated Statements of Stockholders' Equity for the Years Ended September 30, 2008, 2007 and 2006 Consolidated Statements of Cash Flows for the Years Ended September 30, 2008, 2007 and 2006 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of AECOM Technology Corporation We have audited the accompanying Consolidated Balance Sheets of AECOM Technology Corporation (the "Company") as of September 30, 2008 and 2007 and the related Consolidated Statements of Income, Stockholders' Equity, and Cash Flows for each of the three years in the period ended September 30, 2008. |
Ltd., Maunsell Group Limited, and Maunsell Australia Pty Ltd., as the Borrowers, Union Bank of California, N.A., as the Administrative Agent, BMO Capital Markets, as Co-Lead Arrangers and Co-Book Managers, Bank of Montreal, acting under its trade name BMO Capital Markets, as the Syndication Agent and other financial institutions that are parties thereto 10.3* Note Purchase Agreement dated as of June 9, 1998, among Registrant and the purchaser parties thereto for Senior Notes due 2008 10.4* Amendment to Note Purchase Agreement dated as of June 9, 1998 10.5* Private Shelf Agreement, dated December 30, 2004, among Registrant, Prudential Investment Management, Inc. and certain Prudential Affiliates 10.6* Guarantee dated as of January 9, 2007 among Registrant, HSBC Bank USA National Association and the other bank parties thereto 10.7* Office Lease, dated June 13, 2001, between Registrant and Shuwa Investments Corporation 10.8* First Amendment to Office Lease, dated September 2001, between Registrant and Shuwa Investments Corporation 10.9* Second Amendment to Office Lease, dated October 22, 2001, between Registrant and Shuwa Investments Corporation 10.10* Non-Qualified Stock Purchase Plan, restated as of October 1, 2006 10.11* Amendment 2006-1, dated as of October 1, 2006, to Non-Qualified Stock Purchase Plan 10.12* 1992 Supplemental Executive Retirement Plan, restated as of November 20, 1997 10.13* First Amendment, effective July 1, 1998, to the 1992 Supplemental Executive Retirement Plan 10.14* Second Amendment to the 1992 Supplemental Executive Retirement Plan 10.15* Third Amendment to the 1992 Supplemental Executive Retirement Plan 10.16* 1996 Supplemental Executive Retirement Plan, restated as of November 20, 1997 10.17* First Amendment, effective July 1, 1998, to the 1996 Supplemental Executive Retirement Plan 10.18* Second Amendment to the 1996 Supplemental Executive Retirement Plan 10.19* Agreement of Lease dated as of March 17, 1999, between 650 Third Avenue LLC and Frederick R. Harris, Inc. 10.20* 1998 Management Supplemental Executive Retirement Plan 10.21* First Amendment, effective January 1, 2002, to the 1998 Management Supplemental Executive Retirement Plan 10.22* Second Amendment to the 1998 Management Supplemental Executive Retirement Plan 10.23* Third Amendment to the 1998 Management Supplemental Executive Retirement Plan 10.24* 1996 Excess Benefit Plan 10.25* First Amendment, effective July 1, 1998, to the 1996 Excess Benefit Plan 10.26* Second Amendment to the 1996 Excess Benefit Plan 10.27* Third Amendment to the 1996 Excess Benefit Plan 10.28* 2005 ENSR Stock Purchase Plan 10.29* 2005 UMA Group Ltd. |
Employee Stock Purchase Plan 10.30* 2006 Stock Incentive Plan 10.31* Cansult Maunsell Merger Investment Plan 10.32* AECOM Equity Investment Plan 10.33* Global Stock Investment Plan-United Kingdom 10.34* Hong Kong Stock Investment Plan-Grandfathered Directors 10.35* AECOM Retirement & Savings Plan 10.36* Executive Employment Agreement between Registrant and James R. Royer 10.37*** Second Amended and Restated Credit Agreement 10.38**** First Amendment to Term Credit Agreement 21.1* Subsidiaries of AECOM 23.1 Consent of Independent Registered Public Accounting Firm 31.1 Certification of the Company's Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of the Company's Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of the Company's Chief Executive Officer and Chief Financial al Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *Incorporated by reference to exhibit of like number to the Company's registration statement on Form 10 filed with the SEC on January 29, 2007. |
For the Telco segment, we believe our differentiation from other resellers includes: •Broad range of new, refurbished and used inventory, which allows us to meet our customers’ timing needs; •Ability to source unique and sometimes rare, high demand inventory; •Offer a range of repair and testing capabilities to help improve the quality of our inventory as well as offering repair and testing of equipment as a service to our customers and vendors; •Experienced sales support staff that maintain strong and longstanding relationships with our customers; •Sales force that has a strong technical knowledge of the products we offer; •Quality certifications: TL9000 (telecommunications quality certification), ISO 14001 (environmental management certification), OHSAS18000 (occupational safety and health management certification), and R2 (EPA responsible recycling practices for electronics); and •Provide multiple services for our customers including deinstallation and decommission of products, storage and management of spare inventory and recycling. |
For the Telco segment, we believe our differentiation from other resellers in the marketplace is primarily the following: • Broad range of new, refurbished and used inventory, which allows us to meet our customers’ timing needs; • Ability to source unique and sometimes rare, high demand inventory; • Offer a range of repair and testing capabilities to help improve the quality of our inventory as well as offering repair and testing of equipment as a service to our customers and vendors; • Experienced sales support staff that maintain strong and longstanding relationships with our customers; • Sales force that has a strong technical knowledge of the products we offer; • Quality certifications: TL9000 (telecommunications quality certification), ISO 14001 (environmental management certification), OHSAS18000 (occupational safety and health management certification), and R2 (EPA responsible recycling practices for electronics); and • Provide multiple services for our customers including deinstallation and decommission of products, storage and management of spares inventory and recycling. |
Page Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets, September 30, 2019 and 2018 Consolidated Statements of Operations, Years ended September 30, 2019, 2018 and 2017 Consolidated Statements of Changes in Shareholders’ Equity, Years ended September 30, 2019, 2018 and 2017 Consolidated Statements of Cash Flows, Years ended September 30, 2019, 2018 and 2017 Notes to Consolidated Financial Statements REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of ADDvantage Technologies Group, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of ADDvantage Technologies, Inc. and its subsidiaries (the Company) as of September 30, 2019 and 2018, and the related consolidated statements of operations, changes in shareholders' equity, and cash flows for each of the three years in the period ended September 30, 2019, and the related notes to the consolidated financial statements (collectively, the financial statements). |
Telco Segment For the Telco segment, we believe our differentiation from other resellers in the marketplace is primarily the following: · we stock a broad range of new, refurbished and used inventory, which allows us to meet our customers’ timing needs; · our ability to source unique and sometimes rare, high demand inventory; · we offer a range of repair and testing capabilities to help improve the quality of our inventory and, beginning in fiscal year 2019, this will allow us to repair and test as a service to our customers and vendors; · we have experienced sales support staff that maintain strong and longstanding relationships with our customers; · we maintain a sales force that has a strong technical knowledge of the products we offer; · we have the following quality certifications: TL9000 (telecommunications quality certification), ISO 14001 (environmental management certification), OHSAS18000 (occupational safety and health management certification), and R2 (EPA responsible recycling practices for electronics); and · we provide multiple services for our customers including deinstallation and decommission of products, storage and management of spares inventory and recycling. |
Page Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets, September 30, 2018 and 2017 Consolidated Statements of Operations, Years ended September 30, 2018, 2017 and 2016 Consolidated Statements of Changes in Shareholders’ Equity, Years ended September 30, 2018, 2017 and 2016 Consolidated Statements of Cash Flows, Years ended September 30, 2018, 2017 and 2016 Notes to Consolidated Financial Statements REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of ADDvantage Technologies Group, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of ADDvantage Technologies, Inc. and its subsidiaries (the Company) as of September 30, 2018 and 2017, and the related consolidated statements of operations, changes in shareholders' equity, and cash flows for each of the three years in the period ended September 30, 2018, and the related notes to the consolidated financial statements (collectively, the financial statements). |
Date: December 17, 2009 /s/ David E. Chymiak David E. Chymiak, Chairman of the Board of Directors Date: December 17, 2009 /s/ Kenneth A. Chymiak Kenneth A. Chymiak, President and Chief Executive Officer (Principal Executive Officer) and Director Date: December 17, 2009 /s/ Scott A. Francis Scott A. Francis, Chief Financial Officer (Principal Financial Officer) Date: December 17, 2009 /s/ Thomas J. Franz Thomas J. Franz, Director Date: December 17, 2009 /s/ Paul F. Largess Paul F. Largess, Director Date: December 17, 2009 /s/ James C. McGill James C. McGill, Director Date: December 17, 2009 /s/ Daniel E. O’Keefe Daniel E. O'Keefe, Director Date: December 17, 2009 /s/ Stephen J. Tyde Stephen J. Tyde, Director INDEX TO EXHIBITS The following documents are included as exhibits to this Form 10-K. Exhibit Description 3.1 Certificate of Incorporation of the Company and amendments thereto incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-KSB filed with the Securities and Exchange Commission by the Company on January 10, 2003. |
Date: December 19, 2008 /s/ David E. Chymiak David E. Chymiak, Chairman of the Board of Directors Date: December 19, 2008 /s/ Kenneth A. Chymiak Kenneth A. Chymiak, President and Chief Executive Officer (Principal Executive Officer) and Director Date: December 19, 2008 /s/ Daniel E. O’Keefe Daniel E. O'Keefe, Chief Operating Officer and Director Date: December 19, 2008 /s/ Scott A. Francis Scott A. Francis, Chief Financial Officer (Principal Financial Officer) Date: December 19, 2008 /s/ James C. McGill James C. McGill, Director Date: December 19, 2008 /s/ Paul F. Largess Paul F. Largess, Director Date: December 19, 2008 /s/ Stephen J. Tyde Stephen J. Tyde, Director Date: December 19, 2008 /s/ Thomas J. Franz Thomas J. Franz, Director INDEX TO EXHIBITS The following documents are included as exhibits to this Form 10-K. Exhibit Description 3.1 Certificate of Incorporation of the Company and amendments thereto incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-KSB filed with the Securities and Exchange Commission by the Company on January 10, 2003. |
Date: December 28, 2007 /s/ David E. Chymiak David E. Chymiak, Chairman of the Board of Directors Date: December 28, 2007 /s/ Kenneth A. Chymiak Kenneth A. Chymiak, President (Principal Exectuive Officer) and Director Date: December 28, 2007 /s/ Daniel E. O'Keefe Daniel E. O’Keefe, Chief Financial Officer (Principal Financial Officer) and Director Date: December 28, 2007 /s/ Henry F. McCabe Henry F. McCabe, Director Date: December 28, 2007 /s/ James C. McGill James C. McGill, Director Date: December 28, 2007 /s/ Paul F. Largess Paul F. Largess, Director Date: December 28, 2007 /s/ Stephen J Tyde Stephen J. Tyde, Director Date: December 28, 2007 /s/ Thomas J. Franz Thomas J. Franz, Director INDEX TO EXHIBITS The following documents are included as exhibits to this Form 10-K. Exhibit Description 3.1 Certificate of Incorporation of the Company and amendments thereto incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-KSB filed with the Securities and Exchange Commission by the Company on January 10, 2003. |
Our operating facility in China presents risks including, but not limited to, changes in local regulatory requirements, changes in labor laws, local wage laws, environmental regulations, taxes and operating licenses, compliance with U.S. regulatory requirements, including the Foreign Corrupt Practices Act, uncertainties as to application and interpretation of local laws and enforcement of contract and intellectual property rights, currency restrictions, currency exchange controls, fluctuations of currency, and currency revaluations, eminent domain claims, civil unrest, power outages, water shortages, labor shortages, labor disputes, increase in labor costs, rapid changes in government, economic and political policies, political or civil unrest, acts of terrorism, or the threat of boycotts, other civil disturbances, the continued impact of the imposition of tariffs by the U.S. Government on 9-volt batteries that we manufacture in China as well as any retaliating trade policies or restrictions, and an outbreak of a contagious disease which may cause us or our suppliers and/or customers to temporarily suspend operations in the affected city. |
On December 30, 2010, pursuant to the terms of his employment agreement, we granted our President and Chief Executive Officer, Michael D. Popielec, options to purchase shares of common stock under the 2004 LTIP as follows: (i) 50,000 shares at $6.42, vesting in annual increments of 12,500 shares over a four-year period commencing December 30, 2011; (ii) 250,000 shares at $6.42, vesting in annual increments of 62,500 shares over a four-year period commencing December 30, 2011; (iii) 200,000 shares at $10.00, with vesting to begin on the date the stock reaches a closing price of $10.00 per share for 15 trading days within a 30-day trading period, with such vesting in annual increments of 50,000 shares over the four anniversary dates of that date; and (iv) 200,000 shares at $15.00, with vesting to begin on the date the stock reaches a closing price of $15.00 per share for 15 trading days within a 30-day trading period, with such vesting in annual increments of 50,000 shares over the four anniversary dates of that date. |
The following exhibits are filed as a part of this report: Exhibit Index Description of Document Filed Herewith or Incorporated by Reference from: 2.1 Stock Purchase Agreement, dated May 1, 2019, by and among Ultralife Corporation, Southwest Electronic Energy Corporation, Southwest Electronic Energy Medical Research Institute, and Claude Leonard Benckenstein Exhibit 10.1 of the Form 8-K filed on May 2, 2019 2.2 Stock Purchase Agreement Relating to Accutronics Limited by and between Robert Andrew Phillips and Others and Ultralife Corporation Exhibit 2.2 of the Form 10-K for the year ended December 31, 2015, filed March 2, 2016 3.1 Restated Certificate of Incorporation Exhibit 3.1 of the Form 10-K for the year ended December 31, 2008, filed March 13, 2009 3.2 Amended and Restated By-laws Exhibit 3.2 of the Form 8-K filed December 9, 2011 4.1 Specimen Stock Certificate Exhibit 4.1 of the Form 10-K for the year ended December 31, 2008, filed March 13, 2009 4.2 Description of Registrant’s Securities Exhibit 4.2 of the Form 10-K/A for the year ended December 31, 2019, filed April 28, 2020 10.1* Amendment to the Agreement relating to rechargeable batteries Exhibit 10.24 of our Form 10-K for the fiscal year ended June 30, 1996 (this Exhibit may be found in SEC File No. |
Our operating facility in China presents risks including, but not limited to, changes in local regulatory requirements, changes in labor laws, local wage laws, environmental regulations, taxes and operating licenses, compliance with U.S. regulatory requirements, including the Foreign Corrupt Practices Act, uncertainties as to application and interpretation of local laws and enforcement of contract and intellectual property rights, currency restrictions, currency exchange controls, fluctuations of currency, and currency revaluations, eminent domain claims, civil unrest, power outages, water shortages, labor shortages, labor disputes, increase in labor costs, rapid changes in government, economic and political policies, political or civil unrest, acts of terrorism, or the threat of boycotts, other civil disturbances, the continued impact of the imposition of tariffs by the U.S. Government on 9-Volt batteries that we manufacture in China as well as any retaliating trade policies or restrictions, and an outbreak of a contagious disease which may cause us or our suppliers and/or customers to temporarily suspend operations in the affected city. |
On December 30, 2010, pursuant to the terms of his employment agreement, we granted our President and Chief Executive Officer, Michael D. Popielec, options to purchase shares of common stock under the 2004 LTIP as follows: (i) 50,000 shares at $6.42, vesting in annual increments of 12,500 shares over a four-year period commencing December 30, 2011; (ii) 250,000 shares at $6.42, vesting in annual increments of 62,500 shares over a four-year period commencing December 30, 2011; (iii) 200,000 shares at $10.00, with vesting to begin on the date the stock reaches a closing price of $10.00 per share for 15 trading days within a 30-day trading period, with such vesting in annual increments of 50,000 shares over the four anniversary dates of that date; and (iv) 200,000 shares at $15.00, with vesting to begin on the date the stock reaches a closing price of $15.00 per share for 15 trading days within a 30-day trading period, with such vesting in annual increments of 50,000 shares over the four anniversary dates of that date. |
The following exhibits are filed as a part of this report: Exhibit Index Description of Document Incorporated By Reference from: 2.1 Stock Purchase Agreement, dated May 1, 2019, by and among Ultralife Corporation, Southwest Electronic Energy Corporation, Southwest Electronic Energy Medical Research Institute, and Claude Leonard Benckenstein Exhibit 10.1 of the Form 8-K filed on May 2, 2019 2.2 Stock Purchase Agreement Relating to Accutronics Limited by and between Robert Andrew Phillips and Others and Ultralife Corporation Exhibit 2.2 of the Form 10-K for the year ended December 31, 2015, filed March 2, 2016 3.1 Restated Certificate of Incorporation Exhibit 3.1 of the Form 10-K for the year ended December 31, 2008, filed March 13, 2009 3.2 Amended and Restated By-laws Exhibit 3.2 of the Form 8-K filed December 9, 2011 4.1 Specimen Stock Certificate Exhibit 4.1 of the Form 10-K for the year ended December 31, 2008, filed March 13, 2009 10.1* Amendment to the Agreement relating to rechargeable batteries Exhibit 10.24 of our Form 10-K for the fiscal year ended June 30, 1996 (this Exhibit may be found in SEC File No. |
Future minimum lease payments under non-cancelable operating leases as of December 31, 2018 are as follows: d. China Our operating facility in China presents risks including, but not limited to, changes in local regulatory requirements, changes in labor laws, local wage laws, environmental regulations, taxes and operating licenses, compliance with U.S. regulatory requirements, including the Foreign Corrupt Practices Act, uncertainties as to application and interpretation of local laws and enforcement of contract and intellectual property rights, currency restrictions, currency exchange controls, fluctuations of currency, and currency revaluations, eminent domain claims, civil unrest, power outages, water shortages, labor shortages, labor disputes, increase in labor costs, rapid changes in government, economic and political policies, political or civil unrest, acts of terrorism, or the threat of boycotts, other civil disturbances and the possible impact of the imposition of tariffs by the U.S. Government on 9 Volt batteries that we manufacture in China as well as any retaliating trade policies or restrictions. |
On December 30, 2010, pursuant to the terms of his employment agreement, we granted our President and Chief Executive Officer, Michael D. Popielec, options to purchase shares of common stock under the 2004 LTIP as follows: (i) 50,000 shares at $6.42, vesting in annual increments of 12,500 shares over a four-year period commencing December 30, 2011; (ii) 250,000 shares at $6.42, vesting in annual increments of 62,500 shares over a four-year period commencing December 30, 2011; (iii) 200,000 shares at $10.00, with vesting to begin on the date the stock reaches a closing price of $10.00 per share for 15 trading days within a 30-day trading period, with such vesting in annual increments of 50,000 shares over the four anniversary dates of that date; and (iv) 200,000 shares at $15.00, with vesting to begin on the date the stock reaches a closing price of $15.00 per share for 15 trading days within a 30-day trading period, with such vesting in annual increments of 50,000 shares over the four anniversary dates of that date. |
Adjusted EBITDA does not reflect (1) our cash expenditures or future requirements for capital expenditures or contractual commitments; (2) changes in, or cash requirements for, our working capital needs; (3) the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; (4) income taxes or the cash requirements for any tax payments; and (5) all of the costs associated with operating our business; b. although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; c. while stock-based compensation is a component of cost of products sold and operating expenses, the impact on our consolidated financial statements compared to other companies can vary significantly due to such factors as assumed life of the stock-based awards and assumed volatility of our common stock; and d. other companies may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. |
On December 30, 2010, pursuant to the terms of his employment agreement, we granted our President and Chief Executive Officer, Michael D. Popielec, options to purchase shares of common stock under the 2004 LTIP as follows: (i) 50,000 shares at $6.42, vesting in annual increments of 12,500 shares over a four-year period commencing December 30, 2011; (ii) 250,000 shares at $6.42, vesting in annual increments of 62,500 shares over a four-year period commencing December 30, 2011; (iii) 200,000 shares at $10.00, with vesting to begin on the date the stock reaches a closing price of $10.00 per share for 15 trading days within a 30-day trading period, with such vesting in annual increments of 50,000 shares over the four anniversary dates of that date; and (iv) 200,000 shares at $15.00, with vesting to begin on the date the stock reaches a closing price of $15.00 per share for 15 trading days within a 30-day trading period, with such vesting in annual increments of 50,000 shares over the four anniversary dates of that date. |
Adjusted EBITDA does not reflect (1) our cash expenditures or future requirements for capital expenditures or contractual commitments; (2) changes in, or cash requirements for, our working capital needs; (3) the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; (4) income taxes or the cash requirements for any tax payments; and (5) all of the costs associated with operating our business; b. although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; c. while stock-based compensation is a component of cost of products sold and operating expenses, the impact on our consolidated financial statements compared to other companies can vary significantly due to such factors as assumed life of the stock-based awards and assumed volatility of our common stock; and d. other companies may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. |
On December 30, 2010, pursuant to the terms of his employment agreement, we granted our President and Chief Executive Officer, Michael D. Popielec, options to purchase shares of common stock under the 2004 LTIP as follows: (i) 50,000 shares at $6.42, vesting in annual increments of 12,500 shares over a four-year period commencing December 30, 2011; (ii) 250,000 shares at $6.42, vesting in annual increments of 62,500 shares over a four-year period commencing December 30, 2011; (iii) 200,000 shares at $10.00, with vesting to begin on the date the stock reaches a closing price of $10.00 per share for 15 trading days within a 30-day trading period, with such vesting in annual increments of 50,000 shares over the four anniversary dates of that date; and (iv) 200,000 shares at $15.00, with vesting to begin on the date the stock reaches a closing price of $15.00 per share for 15 trading days within a 30-day trading period, with such vesting in annual increments of 50,000 shares over the four anniversary dates of that date. |
Some of these limitations include, but are not limited to, the following: a.Adjusted EBITDA from continuing operations does not reflect (1) our cash expenditures or future requirements for capital expenditures or contractual commitments; (2) changes in, or cash requirements for, our working capital needs; (3) the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; (4) income taxes or the cash requirements for any tax payments; and (5) all of the costs associated with operating our business; b.although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and Adjusted EBITDA from continuing operations does not reflect any cash requirements for such replacements; c.while stock-based compensation is a component of cost of products sold and operating expenses, the impact on our consolidated financial statements compared to other companies can vary significantly due to such factors as assumed life of the stock-based awards and assumed volatility of our common stock; d.although discontinued operations does not reflect our current business operations, discontinued operations includes the costs we incurred by divesting of our RedBlack Communications business; and e.other companies may calculate Adjusted EBITDA from continuing operations differently than we do, limiting its usefulness as a comparative measure. |
On December 30, 2010, pursuant to the terms of his employment agreement, we granted our President and Chief Executive Officer, Michael D. Popielec, options to purchase shares of common stock under the 2004 LTIP as follows: (i) 50,000 shares at $6.42, vesting in annual increments of 12,500 shares over a four-year period commencing December 30, 2011; (ii) 250,000 shares at $6.42, vesting in annual increments of 62,500 shares over a four-year period commencing December 30, 2011; (iii) 200,000 shares at $10.00, with vesting to begin on the date the stock reaches a closing price of $10.00 per share for 15 trading days within a 30-day trading period, with such vesting in annual increments of 50,000 shares over the four anniversary dates of that date; and (iv) 200,000 shares at $15.00, with vesting to begin on the date the stock reaches a closing price of $15.00 per share for 15 trading days within a 30-day trading period, with such vesting in annual increments of 50,000 shares over the four anniversary dates of that date. |
Some of these limitations include, but are not limited to, the following: a.Adjusted EBITDA from continuing operations does not reflect (1) our cash expenditures or future requirements for capital expenditures or contractual commitments; (2) changes in, or cash requirements for, our working capital needs; (3) the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; (4) income taxes or the cash requirements for any tax payments; and (5) all of the costs associated with operating our business; b.although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and Adjusted EBITDA from continuing operations does not reflect any cash requirements for such replacements; c.while stock-based compensation is a component of cost of products sold and operating expenses, the impact on our consolidated financial statements compared to other companies can vary significantly due to such factors as assumed life of the stock-based awards and assumed volatility of our common stock; d.although discontinued operations does not reflect our current business operations, discontinued operations includes the costs we incurred by exiting from certain of our U.K. operations that were not transferred to our facilities in Newark, NY and divesting of our RedBlack Communications business; and e.other companies may calculate Adjusted EBITDA from continuing operations differently than we do, limiting its usefulness as a comparative measure. |
On December 30, 2010, pursuant to the terms of his employment agreement, we granted our President and Chief Executive Officer, Michael D. Popielec, options to purchase shares of common stock under the 2004 LTIP as follows: (i) 50,000 shares at $6.42, vesting in annual increments of 12,500 shares over a four-year period commencing December 30, 2011; (ii) 250,000 shares at $6.42, vesting in annual increments of 62,500 shares over a four-year period commencing December 30, 2011; (iii) 200,000 shares at $10.00, with vesting to begin on the date the stock reaches a closing price of $10.00 per share for 15 trading days within a 30-day trading period, with such vesting in annual increments of 50,000 shares over the four anniversary dates of that date; and (iv) 200,000 shares at $15.00, with vesting to begin on the date the stock reaches a closing price of $15.00 per share for 15 trading days within a 30-day trading period, with such vesting in annual increments of 50,000 shares over the four anniversary dates of that date. |
e. Restricted Stock Awards On January 29, 2013, we granted 120,000 contingent restricted stock units to our President and Chief Executive Officer, Michael D. Popielec, subject to shareholder approval, which was obtained on June 4, 2013, which vest as follows: (i) 30,000 shares of our common stock will vest on the later of January 1, 2014 or the date when our common stock first reaches a closing price of $4.00 per share for 15 trading days in a 30 trading day period; (ii) 30,000 shares of our common stock will vest on the later of January 1, 2014 or the date when our common stock first reaches a closing price of $5.00 per share for 15 trading days in a 30 trading day period; (iii) 30,000 shares of our common stock will vest on the later of January 1, 2015 or the date when our common stock first reaches a closing price of $4.00 per share for 15 trading days in a 30 trading day period; and (iv) 30,000 shares of our common stock will vest on the later of January 1, 2015 or the date when our common stock first reaches a closing price of $5.00 per share for 15 trading days in a 30 trading day period. |
Date: March 10, 2015 /s/ Michael D. Popielec Michael D. Popielec President, Chief Executive Officer and Director (Principal Executive Officer) Date: March 10, 2015 /s/ Philip A. Fain Philip A. Fain Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) Date: March 10, 2015 /s/Steven M. Anderson Steven M. Anderson (Director) Date: March 10, 2015 /s/ Thomas L. Saeli Thomas L. Saeli (Director) Date: March 10, 2015 /s/ Robert W. Shaw II Robert W. Shaw II (Director) Date: March 10, 2015 /s/ Ranjit C. Singh Ranjit C. Singh (Director) Date: March 10, 2015 /s/ Bradford T. Whitmore Bradford T. Whitmore (Director) Table of Contents72 Index to Exhibits 21Subsidiaries 23.1Consent of Bonadio & Co., LLP 31.1Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32Certification pursuant to 18 U.S.C. |
The statements contained in this report relating to matters that are not historical facts are forward-looking statements that involve risks and uncertainties, including, but not limited to, our reliance on certain key customers, reduced U.S. defense spending, including the uncertainty associated with government budget approvals, the successful commercialization of our products, future demand for our products, technological innovations in the non-rechargeable and rechargeable battery industries, general domestic and global economic conditions, significant fluctuations in our periodic results and stock price, the unique risks associated with our Chinese operations, the impairment of our intangible assets, business disruptions, including those caused by fires, our resources being overwhelmed by our growth prospects, residual effects of negative news related to our industries, loss of top management, raw material supplies, competition and customer strategies, government and environmental regulations, the process of U.S. defense procurement, finalization of non-bid government contracts, changes in our business strategy or development plans, capital deployment, and other risks and uncertainties, certain of which are beyond our control. |
Adjusted EBITDA from continuing operations does not reflect (1) our cash expenditures or future requirements for capital expenditures or contractual commitments; (2) changes in, or cash requirements for, our working capital needs; (3) the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; (4) income taxes or the cash requirements for any tax payments; and (5) all of the costs associated with operating our business; b. although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and Adjusted EBITDA from continuing operations does not reflect any cash requirements for such replacements; c. while stock-based compensation is a component of cost of products sold and operating expenses, the impact on our consolidated financial statements compared to other companies can vary significantly due to such factors as assumed life of the stock-based awards and assumed volatility of our common stock; d. although discontinued operations does not reflect our current business operations, discontinued operations includes the costs we incurred by exiting for certain of our U.K. operations that were not transferred to our facilities in Newark, NY and divesting our RedBlack Communications business; and e. other companies may calculate Adjusted EBITDA from continuing operations differently than we do, limiting its usefulness as a comparative measure. |
e. Restricted Stock Awards On January 29, 2013, we granted 120,000 contingent restricted stock units to our President and Chief Executive Officer, Michael D. Popielec, subject to shareholder approval, which was obtained on June 4, 2013, which vest as follows: (i) 30,000 shares of our common stock will vest on the later of January 1, 2014 or the date when our common stock first reaches a closing price of $4.00 per share for 15 trading days in a 30 trading day period; (ii) 30,000 shares of our common stock will vest on the later of January 1, 2014 or the date when our common stock first reaches a closing price of $5.00 per share for 15 trading days in a 30 trading day period; (iii) 30,000 shares of our common stock will vest on the later of January 1, 2015 or the date when our common stock first reaches a closing price of $4.00 per share for 15 trading days in a 30 trading day period; and (iv) 30,000 shares of our common stock will vest on the later of January 1, 2015 or the date when our common stock first reaches a closing price of $5.00 per share for 15 trading days in a 30 trading day period. |
Date: March 14, 2014 /s/ Michael D. Popielec Michael D. Popielec President, Chief Executive Officer and Director (Principal Executive Officer) Date: March 14, 2014 /s/ Philip A. Fain Philip A. Fain Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) Date: March 14, 2014 /s/Steven M. Anderson Steven M. Anderson (Director) Date: March 14, 2014 /s/ Thomas L. Saeli Thomas L. Saeli (Director) Date: March 14, 2014 /s/ Robert W. Shaw II Robert W. Shaw II (Director) Date: March 14, 2014 /s/ Ranjit C. Singh Ranjit C. Singh (Director) Date: March 14, 2014 /s/ Bradford T. Whitmore Bradford T. Whitmore (Director) Index to Exhibits Subsidiaries 23.1 Consent of Bonadio & Co., LLP 23.2 Consent of BDO USA, LLP 31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification pursuant to 18 U.S.C. |
The statements contained in this report relating to matters that are not historical facts are forward-looking statements that involve risks and uncertainties, including, but not limited to, our reliance on certain key customers, reduced U.S. defense spending, including the uncertainty with government budget approvals, general domestic and global economic conditions, future demand for our products and services, the successful commercialization of our products, our resources being overwhelmed by our growth prospects, residual effects of negative news related to our industries, government and environmental regulations, business disruptions, including those caused by fires, the impairment of our intangible assets, the unique risks associated with our Chinese operations, loss of top management, the process of U.S. defense procurement, finalization of non-bid government contracts, raw material supplies, competition and customer strategies, technological innovations in the non-rechargeable and rechargeable battery industries, changes in our business strategy or development plans, capital deployment, and other risks and uncertainties, certain of which are beyond our control. |
Adjusted EBITDA from continuing operations does not reflect (1) our cash expenditures or future requirements for capital expenditures or contractual commitments; (2) changes in, or cash requirements for, our working capital needs; (3) the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; (4) income taxes or the cash requirements for any tax payments; and (5) all of the costs associated with operating our business; b. although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and Adjusted EBITDA from continuing operations does not reflect any cash requirements for such replacements; c. while stock-based compensation is a component of cost of products sold and operating expenses, the impact on our consolidated financial statements compared to other companies can vary significantly due to such factors as assumed life of the stock-based awards and assumed volatility of our common stock; d. although discontinued operations does not reflect our current business operations, discontinued operations includes the costs we incurred by exiting our Energy Services business and divesting our RedBlack Communications business; and e. other companies may calculate Adjusted EBITDA from continuing operations differently than we do, limiting its usefulness as a comparative measure. |
333-155349 10.21† Employment Agreement between the Registrant and Peter F. Comerford Exhibit 10.30 of the Form 10-K for the year ended December 31, 2009, filed March 16, 2010 10.22 Credit Agreement with RBS Business Capital, a division of RBS Asset Finance, Inc. dated as of February 17, 2010 Exhibit 10.33 of the Form 10-K for the year ended December 31, 2009, filed March 16, 2010 10.23 Revolving Credit Note with RBS Business Capital, a division of RBS Asset Finance, Inc. dated as of February 17, 2010 Exhibit 10.34 of the Form 10-K for the year ended December 31, 2009, filed March 16, 2010 10.24 Form of Security Agreement between RBS Business Capital, a division of RBS Asset Finance, Inc. and each of Ultralife Corporation, McDowell Research Co., Inc., RedBlack Communications, Inc. and Stationary Power Services, Inc. dated as of February 17, 2010 Exhibit 10.35 of the Form 10-K for the year ended December 31, 2009, filed March 16, 2010 10.25 Pledge and Security Agreement in favor of RBS Business Capital, a division of RBS Asset Finance, Inc. dated as of February 17, 2010 Exhibit 10.36 of the Form 10-K for the year ended December 31, 2009, filed March 16, 2010 10.26 Negative Pledge - Real Property with RBS Business Capital, a division of RBS Asset Finance, Inc. dated as of February 17, 2010 Exhibit 10.37 of the Form 10-K for the year ended December 31, 2009, filed March 16, 2010 10.27 Patents Security Agreement with RBS Business Capital, a division of RBS Asset Finance, Inc. dated as of February 17, 2010 Exhibit 10.38 of the Form 10-K for the year ended December 31, 2009, filed March 16, 2010 10.28 Trademark Security Agreement with RBS Business Capital, a division of RBS Asset Finance, Inc. dated as of February 17, 2010 Exhibit 10.39 of the Form 10-K for the year ended December 31, 2009, filed March 16, 2010 10.31† Employment Agreement between the Registrant and Michael D. Popielec dated December 6, 2010 Exhibit 10.40 of the Form 10-K for the year ended December 31, 2010, filed March 15, 2011 10.32 First Amendment to Credit Agreement with RBS Business Capital, a division of RBS Asset Finance, Inc. dated as of February 17, 2010 Exhibit 10.1 of the Form 8-K filed on January 21, 2011 10.33† Revised definition of “Change in Control” for Ultralife Corporation Amended and Restated 2004 Long-Term Incentive Plan Exhibit 10.1 of the Form 8-K filed on May 26, 2011 10.34 Settlement Agreement between the Registrant and the United States of America dated June 1, 2011 Exhibit 10.1 of the Form 8-K filed on June 2, 2011 10.35† Agreement, Release and Waiver of all Claims with Patrick R. Hanna, Jr. dated July 15, 2011 Exhibit 10.35 of the Form 10-K for the year ended December 31, 2011, filed March 3, 2013 10.36† Amendment No. |
333-179235 10.37 Second Amendment to Credit Facility, dated as of September 28, 2012, by and among Ultralife Corporation, RedBlack Communications, Inc., Ultralife Energy Services Corporation, and RBS Asset Finance, Inc. Exhibit 10.37 of the Form 10-Q for the quarter ended September 30, 2012, filed November 8, 2012 10.38 Third Amendment to Credit Facility dated as of February 15, 2013 by and among Ultralife Corporation, Ultralife Energy Services Corporation, and RBS Asset Finance, Inc. Exhibit 10.1 of the Form 8-K, filed February 22, 2013 Subsidiaries Filed herewith 23.1 Consent of BDO USA, LLP Filed herewith 31.1 CEO 302 Certifications Filed herewith 31.2 CFO 302 Certifications Filed herewith 906 Certifications Filed herewith 100.INS XBRL Instance Document Filed herewith 100.SCH XBRL Taxonomoy Extension Schema Document Filed herewith 100.CAL XBRL Taxonomoy Calculation Linkbase Document Filed herewith 100.LAB XBRL Taxonomoy Label Linkbase Document Filed herewith 100.PRE XBRL Taxonomoy Presentation Linkbase Document Filed herewith 100.DEF XBRL Taxonomoy Definition Document Filed herewith * Confidential treatment has been granted as to certain portions of this exhibit. |
Date: March 15, 2013 /s/ Michael D. Popielec Michael D. Popielec President, Chief Executive Officer and Director (Principal Executive Officer) Date: March 15, 2013 /s/ Philip A. Fain Philip A. Fain Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) Date: March 15, 2013 /s/Steven M. Anderson Steven M. Anderson (Director) Date: March 15, 2013 /s/ Patricia C. Barron Patricia C. Barron (Director) Date: March 15, 2013 /s/ James A. Croce James A. Croce (Director) Date: March 15, 2013 /s/ Thomas L. Saeli Thomas L. Saeli (Director) Date: March 15, 2013 /s/ Robert W. Shaw II Robert W. Shaw II (Director) Date: March 15, 2013 /s/ Ranjit C. Singh Ranjit C. Singh (Director) Date: March 15, 2013 /s/ Bradford T. Whitmore Bradford T. Whitmore (Director) Index to Exhibits Subsidiaries 23.1 Consent of BDO USA, LLP 31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification pursuant to 18 U.S.C. |
The statements contained in this report relating to matters that are not historical facts are forward-looking statements that involve risks and uncertainties, including, but not limited to, future demand for our products and services, addressing the process of U.S. defense procurement, the successful commercialization of our products, our reliance on certain key customers, the impairment of our intangible assets, general domestic and global economic conditions, including the uncertainty with government budget approvals, the unique risks associated with our Chinese operations, government and environmental regulations, finalization of non-bid government contracts, competition and customer strategies, technological innovations in the non-rechargeable and rechargeable battery industries, changes in our business strategy or development plans, capital deployment, business disruptions, including those caused by fires, raw material supplies, environmental regulations, and other risks and uncertainties, certain of which are beyond our control. |
Some of these limitations include, but are not limited to, the following: • Adjusted EBITDA from continuing operations does not reflect (1) our cash expenditures or future requirements for capital expenditures or contractual commitments; (2) changes in, or cash requirements for, our working capital needs; (3) the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; (4) income taxes or the cash requirements for any tax payments; and (5) all of the costs associated with operating our business; • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and Adjusted EBITDA from continuing operations does not reflect any cash requirements for such replacements; • while stock-based compensation is a component of cost of products sold and operating expenses, the impact on our consolidated financial statements compared to other companies can vary significantly due to such factors as assumed life of the stock-based awards and assumed volatility of our common stock; • although discontinued operations does not reflect our current business operations, discontinued operations does include the costs we incurred by exiting our Energy Services business; and • other companies may calculate Adjusted EBITDA from continuing operations differently than we do, limiting its usefulness as a comparative measure. |
Some of these limitations include, but are not limited to, the following: • Adjusted EBITDA does not reflect (1) our cash expenditures or future requirements for capital expenditures or contractual commitments; (2) changes in, or cash requirements for, our working capital needs; (3) the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; (4) income taxes or the cash requirements for any tax payments; and (5) all of the costs associated with operating our business; • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; • while stock-based compensation is a component of cost of products sold and operating expenses, the impact on our consolidated financial statements compared to other companies can vary significantly due to such factors as assumed life of the stock-based awards and assumed volatility of our common stock; and • other companies may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. |
The statements contained in this report relating to matters that are not historical facts are forward-looking statements that involve risks and uncertainties, including, but not limited to, future demand for our products and services, addressing the process of U.S. defense procurement, the successful commercialization of our products, the successful integration of our acquired businesses, general domestic and global economic conditions, including the recent distress in the financial markets that has had an adverse impact on the availability of credit and liquidity resources generally, government and environmental regulation, finalization of non-bid government contracts, competition and customer strategies, technological innovations in the non-rechargeable and rechargeable battery industries, changes in our business strategy or development plans, capital deployment, business disruptions, including those caused by fires, raw material supplies, environmental regulations, and other risks and uncertainties, certain of which are beyond our control. |
Some of these limitations include, but are not limited to, the following: • Adjusted EBITDA (1) does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; (2) does not reflect changes in, or cash requirements for, our working capital needs; (3) does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; (4) does not reflect income taxes or the cash requirements for any tax payments; and (5) does not reflect all of the costs associated with operating our business; • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; • while stock-based compensation is a component of cost of products sold and operating expenses, the impact on our consolidated financial statements compared to other companies can vary significantly due to such factors as assumed life of the stock-based awards and assumed volatility of our common stock; and • other companies may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. |
The statements contained in this report relating to matters that are not historical facts are forward-looking statements that involve risks and uncertainties, including, but not limited to, future demand for our products and services, addressing the process of U.S. defense procurement, the successful commercialization of our products, the successful integration of our acquired businesses, general domestic and global economic conditions, including the recent distress in the financial markets that has had an adverse impact on the availability of credit and liquidity resources generally, government and environmental regulation, finalization of non-bid government contracts, competition and customer strategies, technological innovations in the non-rechargeable and rechargeable battery industries, changes in our business strategy or development plans, capital deployment, business disruptions, including those caused by fires, raw material supplies, environmental regulations, and other risks and uncertainties, certain of which are beyond our control. |
Some of these limitations include, but are not limited to, the following: • Adjusted EBITDA (1) does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; (2) does not reflect changes in, or cash requirements for, our working capital needs; (3) does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; (4) does not reflect income taxes or the cash requirements for any tax payments; and (5) does not reflect all of the costs associated with operating our business; • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; • while stock-based compensation is a component of cost of products sold and operating expenses, the impact on our consolidated financial statements compared to other companies can vary significantly due to such factors as assumed life of the stock-based awards and assumed volatility of our common stock; and • other companies may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. |
Some of these limitations include, but are not limited to, the following: • Adjusted EBITDA (1) does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; (2) does not reflect changes in, or cash requirements for, our working capital needs; (3) does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; (4) does not reflect income taxes or the cash requirements for any tax payments; and (5) does not reflect all of the costs associated with operating our business; • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; • while stock-based compensation is a component of cost of products sold and operating expenses, the impact on our consolidated financial statements compared to other companies can vary significantly due to such factors as assumed life of the stock-based awards and assumed volatility of our common stock; and • other companies may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. |
Page- Report of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP Consolidated Financial Statements: Consolidated Balance Sheets as of December 31, 2005 and 2004 Consolidated Statements of Operations for the years ended December 31, 2005, 2004 and 2003 Consolidated Statements of Changes in Shareholders’ Equity and Accumulated Other Comprehensive Income (Loss) for the years ended December 31, 2005 2004 and 2003 Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003 Notes to Consolidated Financial Statements Financial Statement Schedules: Schedule II - Valuation and Qualifying Accounts Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Ultralife Batteries, Inc. We have completed integrated audits of Ultralife Batteries, Inc.’s December 31, 2005 and 2004 consolidated financial statements and of its internal control over financial reporting as of December 31, 2005 and an audit of its December 31, 2003 consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). |
Page ---- Report of Independent Auditors, PricewaterhouseCoopers LLP 41 Report of Independent Public Accountants, Arthur Andersen LLP 42 Consolidated Financial Statements: Consolidated Balance Sheets as of December 31, 2003 and 2002, and June 30, 2002 43 Consolidated Statements of Operations for the year ended December 31, 2003, the six months ended December 31, 2002 and the years ended June 30, 2002 and 2001 44 Consolidated Statements of Changes in Shareholders' Equity and Accumulated Other Comprehensive Income (Loss) for the year ended December 31, 2003, the six months ended December 31, 2002 and the years ended June 30, 2002 and 2001 45 Consolidated Statements of Cash Flows for the year ended December 31, 2003, the six months ended December 31, 2002 and the years ended June 30, 2002 and 2001 46 Notes to Consolidated Financial Statements 47 Financial Statement Schedules: Schedule II - Valuation and Qualifying Accounts 73 Report of Independent Auditors To the Board of Directors and Shareholders of Ultralife Batteries, Inc. |
Date: March 10, 2004 /s/ John D. Kavazanjian ---------------------------------------------------- John D. Kavazanjian President, Chief Executive Officer and Director Date: March 10, 2004 /s/ Robert W. Fishback ---------------------------------------------------- Robert W. Fishback Vice President - Finance and Chief Financial Officer (Principal Financial Officer) Date: March 10, 2004 /s/ Joseph C. Abeles ---------------------------------------------------- Joseph C. Abeles (Director) Date: March 10, 2004 /s/ Joseph N. Barrella ---------------------------------------------------- Joseph N. Barrella (Director) Date: March 10, 2004 /s/ Patricia C. Barron ---------------------------------------------------- Patricia C. Barron (Director) Date: March 10, 2004 /s/ Anthony J. Cavanna ---------------------------------------------------- Anthony J. Cavanna (Director) Date: March 10, 2004 /s/ Daniel W. Christman ---------------------------------------------------- Daniel W. Christman (Director) Date: March 10, 2004 /s/ Carl H. Rosner ---------------------------------------------------- Carl H. Rosner (Director) Date: March 10, 2004 /s/ Ranjit C. Singh ---------------------------------------------------- Ranjit C. Singh (Director) |
Date: September 25, 2001 /s/ John D. Kavazanjian ---------------------------------- John D. Kavazanjian President, Chief Executive Officer and Director Date: September 25, 2001 /s/ Robert W. Fishback ---------------------------------- Robert W. Fishback Vice President - Finance and Chief Financial Officer (Principal Financial Officer) Date: September 25, 2001 /s/ Joseph C. Abeles ---------------------------------- Joseph C. Abeles (Director) Date: September 25, 2001 /s/ Joseph N. Barrella ---------------------------------- Joseph N. Barrella (Director) Date: September 25, 2001 /s/ Patricia C. Barron ---------------------------------- Patricia C. Barron (Director) Date: September 25, 2001 /s/ Daniel W. Christman ---------------------------------- Daniel W. Christman (Director) Date: September 25, 2001 /s/ Arthur M. Lieberman ---------------------------------- Arthur M. Lieberman (Director) Date: September 25, 2001 /s/ Carl H. Rosner ---------------------------------- Carl H. Rosner (Director) Date: September 25, 2001 /s/ Ranjit Singh ---------------------------------- Ranjit Singh (Director) REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To Ultralife Batteries, Inc.: We have audited the accompanying consolidated balance sheets of Ultralife Batteries, Inc. (a Delaware corporation) and subsidiary as of June 30, 2001 and 2000, and the related consolidated statements of operations, changes in shareholders' equity and accumulated other comprehensive income (loss) and cash flows for each of the three years in the period ended June 30, 2001. |
The following is a summary of the Company's investment periods: June 30, -------- At Cost: 2001 2000 ------------------- Less than one year $1,112 $10,429 More than one year 2,000 2,496 ------ ------- Total $3,112 $12,925 ====== ======= ULTRALIFE BATTERIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in Thousands, Except Per Share Amounts) Note 3-Supplemental Balance Sheet Information The composition of inventories was: June 30, -------- 2001 2000 ---- ---- Raw materials ............................................ $ 2,595 $ 3,032 Work in process .......................................... 1,233 1,427 Finished products ........................................ 1,872 1,622 ------- ------- 5,700 6,081 Less: Reserve for obsolescence ........................... 411 399 ------- ------- $ 5,289 $ 5,682 ======= ======= The composition of property, plant and equipment was: Land ..................................................... $ 123 $ 123 Buildings and Leasehold Improvements ..................... 1,608 1,202 Machinery and Equipment .................................. 37,891 18,638 Furniture and Fixtures ................................... 291 196 Computer Hardware and Software ........................... 1,375 1,041 Construction in Progress ................................. 2,984 19,149 ------- ------- 44,272 40,349 Less: Accumulated Depreciation .......................... 11,275 7,564 ------- ------- $32,997 $32,785 ======= ======= In July 2000, $16,500 of amounts in Construction in Progress were completed and placed in service. |
Date: September 27, 2000 /s/ John D. Kavazanjian ---------------------------------- John D. Kavazanjian President, Chief Executive Officer and Director Date: September 27, 2000 /s/ Robert W. Fishback ---------------------------------- Robert W. Fishback Vice President Finance and Chief Financial Officer (Principal Financial Officer) Date: September 27, 2000 /s/ Joseph C. Abeles ---------------------------------- Joseph C. Abeles (Director) Date: September 27, 2000 /s/ Joseph N. Barrella ---------------------------------- Joseph N. Barrella (Director) Date: September 27, 2000 /s/ Richard W. Hansen ---------------------------------- Richard W. Hansen (Director) Date: September 27, 2000 /s/ Arthur M. Lieberman ---------------------------------- Arthur M. Lieberman (Director) Date: September 27, 2000 /s/ Carl H. Rosner ---------------------------------- Carl H. Rosner (Director) Date: September 27, 2000 /s/ Ranjit Singh ---------------------------------- Ranjit Singh (Director) REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Shareholders of Ultralife Batteries, Inc.: We have audited the accompanying consolidated balance sheets of Ultralife Batteries, Inc. (a Delaware corporation) and subsidiary as of June 30, 2000 and 1999, and the related consolidated statements of operations, changes in comprehensive loss and shareholders' equity and cash flows for each of the three years in the period ended June 30, 2000. |
June 30, -------- At Cost: 2000 1999 ------- ------- Less than one year $10,429 $22,412 More than one year 2,496 -- -------------------- Total $12,925 $22,412 ======= ======= Note 3-Supplemental Balance Sheet Information The composition of inventories was: June 30, ---------- 2000 1999 ------ ------ Raw materials..................................... $3,032 $2,984 Work in process................................... 1,427 2,080 Finished products................................. 1,622 249 ------------------- 6,081 5,313 Less: Reserve for obsolescence.................... 399 295 ------------------- $5,682 $ 5,018 ====== ======= ULTRALIFE BATTERIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in Thousands, Except Per Share Amounts) Note 3-Supplemental Balance Sheet Information (cont'd) The composition of property, plant and equipment was: Land..................................................$ 123 $ 123 Buildings and Leasehold Improvements.................. 1,202 1,115 Machinery and Equipment............................... 18,638 18,524 Furniture and Fixtures................................ 196 194 Computer Hardware and Software........................ 1,041 624 Construction in Progress.............................. 19,149 16,823 -------------------- 40,349 37,403 Less: Accumulated Depreciation....................... 7,564 5,626 -------------------- $32,785 $31,777 ======= ======= In July 2000, $16,500 of amounts in Construction in Progress have been completed and are in production. |
Significant components of the Company's deferred tax liabilities and assets as of June 30 are as follows: 2000 1999 ---- ---- Deferred tax liabilities: Unrealized gain on securities..................... $ 1 $ 125 Tax over book depreciation........................ 1,031 892 --------- --------- Total deferred tax liabilities....................... 1,032 1,017 Deferred tax assets: Net operating loss carryforward................... 15,509 13,159 Other............................................. 482 372 --------- --------- Total deferred tax assets............................ 15,991 13,531 Valuation allowance for deferred assets.............. (14,959) (12,514) Net deferred tax assets.............................. 1,032 1,017 --------- --------- Net deferred income taxes............................ $ -- $ -- ULTRALIFE BATTERIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in Thousands, Except Per Share Amounts) Note 8-Income Taxes (cont'd) There were no income taxes paid for the years ended June 30, 2000, 1999 and 1998. |
Date: September 27, 1999 /s/JOHN KAVAZANJIAN ---------------------------------- John Kavazanjian President, Chief Executive Officer and Director Date: September 27, 1999 /s/FREDERICK F. DRULARD ---------------------------------- Frederick F. Drulard Vice President Finance and Chief Financial Officer (Principal Financial Officer) Date: September 27, 1999 /s/JOSEPH C. ABELES ---------------------------------- Joseph C. Abeles (Director) Date: September 27, 1999 /s/JOSEPH N. BARRELLA ---------------------------------- Joseph N. Barrella (Director) Date: September 27, 1999 /s/RICHARD HANSEN ---------------------------------- Richard Hansen (Director) Date: September 27, 1999 /s/BRUCE JAGID ---------------------------------- Bruce Jagid (Director) Date: September 27, 1999 /s/ARTHUR LIEBERMAN ---------------------------------- Arthur Lieberman (Director) Date: September 27, 1999 /s/CARL H. ROSNER ---------------------------------- Carl H. Rosner (Director) REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS Ultralife Batteries, Inc.: We have audited the accompanying consolidated balance sheets of Ultralife Batteries, Inc. (a Delaware corporation) and subsidiary as of June 30, 1999 and 1998, and the related consolidated statements of operations, changes in comprehensive income and stockholders' equity and cash flows for each of the three years in the period ended June 30, 1999. |
ULTRALIFE BATTERIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands, Except Per Share Amounts) Year ended June 30, ------------------- 1999 1998 1997 -------- -------- -------- Revenues $ 21,064 $ 16,391 $ 15,941 Cost of products sold 19,016 14,522 15,118 -------- -------- -------- Gross profit 2,048 1,869 823 Operating and other expenses: Research and development 5,925 6,651 3,413 Selling, general, and administrative 6,195 5,790 5,218 Loss on China battery development program -- -- 805 Gain on fires (1,288) (2,697) (56) -------- -------- -------- Total operating and other expenses 10,832 9,744 9,380 Other income (expense): Interest income, net 1,456 888 1,352 Equity loss in affiliates (80) -- -- Gain on sale of securities 348 -- -- Other expense, net (25) (33) (41) -------- -------- -------- Loss before income taxes (7,085) (7,020) (7,246) -------- -------- -------- Income taxes -- -- -- -------- -------- -------- Net loss $ (7,085) $ (7,020) $ (7,246) ======== ======== ======== Net loss per common share $ (0.68) $ (0.84) $ (0.91) ======== ======== ======== Weighted average number of shares outstanding 10,485 8,338 7,923 ======== ======== ======== The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. |
Note 2-Investments The following is a summary of available-for-sale securities: June 30, 1999 Unrealized Estimated ------------- Cost Gains/(Losses) Fair Value ---- -------------- ---------- Commercial Paper and other ............. $ 6,986 $ -- $ 6,986 U.S. corporate bonds ................... 13,708 (93) 13,615 -------- -------- -------- Total debt securities .................. 20,694 (93) 20,601 Intermagnetics General Corporation (equity securities) ...... 1,718 461 2,179 -------- -------- -------- $ 22,412 $ 368 $ 22,780 ======== ======== ======== June 30, 1998 Unrealized Estimated ------------- Cost Gains/(Losses) Fair Value ---- -------------- ---------- Commercial Paper and other ............. $ 28,087 $ -- $ 28,087 U.S. Government agencies ............... 250 -- 250 U.S. corporate bonds ................... 3,315 9 3,324 -------- -------- -------- Total debt securities .................. 31,652 9 31,661 Intermagnetics General Corporation (equity securities) ...... 2,154 1,001 3,155 -------- -------- -------- $ 33,806 $ 1,010 $ 34,816 ======== ======== ======== The Company has instructed its investment fund managers to invest in conservative, investment grade securities with average maturities of less than three years. |
33-54470 ("the 1992 Registration Statement") 3.2 By-laws Exhibit 3.2 of the 1992 Registration Statement 4.1 Specimen Copy of Stock Exhibit 4.1 of the 1992 Certificate Registration Statement 4.2 Share Purchase Agreement Exhibit 4.2 of the 1992 between the Registrant and Registration Statement Intermagnetics General Corporation 10.1 Asset Purchase Agreement Exhibit 10.1 of the 1992 between the Registrant, Eastman Registration Statement Technology, Inc. and Eastman Kodak Company 10.2 Lease Agreement, as amended, Exhibit 10.2 of the 1992 between Kodak and the Registrant Registration Statement 10.3 Joint Venture Agreement between Exhibit 10.3 of the 1992 Changzhou Battery Factory, the Registration Statement Company and H&A Company and related agreements 10.4 Employment Agreement between Exhibit 10.4 of the 1992 the Registrant and Joseph N. Registration Statement Barrella 10.5 Employment Agreement between Exhibit 10.5 of the 1992 the Registrant, Bruce Jagid and Registration Statement Martin G. Rosansky 10.6 1991 Stock Option Plan Exhibit 10.6 of the 1992 Registration Statement 10.7 1992 Stock Option Plan, as Exhibit 10.7 of the 1992 amended Registration Statement 10.8 Representative's Warrant Exhibit 10.8 of the 1992 exercisable for purchase of Registration Statement Common Stock 10.9 Stock Option Agreement under the Exhibit 10.9 on the Company's Company's 1991 Stock Option Report on Form 10-Q for the Plan fiscal quarter ended December 31, 1993, File No. |
10.10 Stock Option Agreement under the Exhibit 10.10 of the 1993 10-Q Company's 1992 Stock Option Plan 10.11 Stock Option Agreement under the Exhibit 10.11 of the 1993 10-Q Company's 1992 Stock Option Plan for non-qualified options 10.12 Stock Option Agreement between Exhibit 10.12 of the 1993 10-Q the Company and Stanley Lewin 10.13 Stock Option Agreement between Exhibit 10.13 of the 1993 10-Q the Company and Joseph Abeles 10.14 Stock Option Agreement between Exhibit 10.14 of the 1993 10-Q the Company and Stuart Shikiar 10.15 Stock Option Agreement between Exhibit 10.15 of the 1993 10-Q the Company and Stuart Shikiar 10.16 Stock Option Agreement between Exhibit 10.16 of the 1993 10-Q the Company and Bruce Jagid 10.17 Various amendments, dated Exhibit 10.17 of the 1993 10-Q January 4, 1993 through January 18, 1993 to the joint venture agreement with the Changzhou Battery Company 10.18 Sale of Business Agreement, by Exhibit 10.18 on the Company's and between Dowty Group PLC Current Report on Form 8-K and Ultralife (UK) dated June 10, 1994, File No. |
Arthur Andersen LLP Rochester, New York, September 15, 1998 ULTRALIFE BATTERIES, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) - -------------------------------------------------------------------------------- June 30, -------------------- 1997 1998 -------- -------- ASSETS Current assets: Cash and cash equivalents $ 2,311 $ 872 Available-for-sale securities 19,847 34,816 Trade accounts receivable, net (less allowance for doubtful accounts of $278, and $158 at June 30, 1997 and 1998, respectively) 2,716 3,046 Inventories 5,303 3,911 Prepaid expenses and other current assets 1,661 2,144 -------- -------- Total current assets 31,838 44,789 -------- -------- Property and equipment: Machinery and equipment 21,268 33,113 Leasehold improvements 216 863 -------- -------- 21,484 33,976 Less -- accumulated depreciation and amortization 2,610 3,828 -------- -------- 18,874 30,148 -------- -------- Other assets and deferred charges: Technology licensee agreements (net of accumulated 683 890 amortization of $417 and $561, at June 30, 1997 -------- -------- and 1998 respectively) 683 890 -------- -------- Total Assets $ 51,395 $ 75,827 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Capital lease $ -- $ 50 Accounts payable 2,659 4,785 Accrued compensation 235 335 Customer advances 1,636 334 Other current liabilities 102 1,540 -------- -------- Total current liabilities 4,632 7,044 -------- -------- Long term liabilities: Capital lease obligation -- 197 -------- -------- Total long term liabilities -- 197 -------- -------- Commitments and contingencies Stockholders' equity: Preferred stock, par value $0.10 per share, authorized 1,000,000 shares- none outstanding -- -- Common stock, par value $0.10 per share, authorized 12,000,000 shares in 1997 and 20,000,000 in 1998; outstanding - 7,926,086 in 1997 and 10,485,136 in 1998 796 1,051 Capital in excess of par value 64,786 93,605 Unrealized net gain on securities 1,311 1,010 Accumulated deficit (20,115) (27,135) Foreign currency translation adjustment 291 358 -------- -------- 47,069 68,889 Less --Treasury stock, at cost (27,500 shares in 1997 and 27,250 in 1998 (306) (303) -------- -------- Total Stockholders' Equity 46,763 68,586 -------- -------- Total Liabilities and Stockholders' Equity $ 51,395 $ 75,827 ======== ======== The accompanying notes to the consolidated financial statements are an integral part of these balance sheets. |
ULTRALIFE BATTERIES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollar amounts in thousands, except per share amounts) Note 4-Income Taxes Significant components of the Company's deferred tax liabilities and assets as of June 30 are as follows: 1997 1998 -------- -------- Deferred tax liabilities: Unrealized gain on securities ................. $ 515 $ 341 Tax over book depreciation ................. 666 888 -------- -------- Total deferred tax liabilities ................... 1,181 1,229 Deferred tax assets: Net operating loss carryforward ............... 7,487 10,604 Other ......................................... 465 238 -------- -------- Total deferred tax assets ........................ 7,952 10,842 Valuation allowance for deferred assets .......... (6,771) (9,613) Net deferred tax assets .......................... 1,181 1,229 -------- -------- Net deferred income taxes ........................ $ -- $ -- ======== ======== There were no income taxes paid for the years ended June 30, 1996, 1997 and 1998. |
1996 1997 1998 -------- -------- -------- Business Segment Results Net Sales: Batteries ............................. $ 12,623 $ 14,765 $ 14,063 Technology contracts .................. 2,478 1,176 2,328 -------- -------- -------- $ 15,101 $ 15,941 $ 16,391 -------- -------- -------- Income (loss) before income taxes: Batteries ............................. $ (5,010) $ (5,261) $ (4,602) Technology contracts .................. 524 (62) 220 Corporate administration .............. 1,247 (1,923) (2,638) -------- -------- -------- $ (3,239) $ (7,246) $ (7,020) -------- -------- -------- Depreciation and amortization: Batteries ............................. $ 807 $ 841 $ 1,364 Technology contracts .................. -- -- -- Corporate administration .............. -- -- -- -------- -------- -------- $ 807 $ 841 $ 1,364 -------- -------- -------- Identifiable assets: Batteries ............................. $ 21,808 $ 25,833 $ 36,478 Technology contracts .................. 2,122 1,742 1,517 Corporate administration .............. 36,703 23,820 37,832 -------- -------- -------- $ 60,633 $ 51,395 $ 75,827 -------- -------- -------- Capital expenditures: Batteries ............................. $ 6,662 $ 8,913 $ 12,245 Technology contracts .................. -- -- -- Corporate administration .............. -- -- -- -------- -------- -------- $ 6,662 $ 8,913 $ 12,245 -------- -------- -------- ULTRALIFE BATTERIES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollar amounts in thousands, except per share amounts) Note 10-Business Segment Information (Continued) Information concerning geographic area is as follows: 1996 1997 1998 -------- -------- -------- Revenue: United States ........................ $ 10,967 $ 10,612 $ 12,754 United Kingdom 4,134 5,329 3,637 -------- -------- -------- $ 15,101 $ 15,941 $ 16,391 -------- -------- -------- (Income) Loss before income taxes: United States ........................ $ (1,605) $ (6,916) $ (9,053) United Kingdom (1,634) (330) 2,033 -------- -------- -------- $ (3,239) $ (7,246) $ (7,020) -------- -------- -------- Identifiable assets: United States ........................ $ 56,367 $ 46,328 $ 67,312 United Kingdom 4,265 5,067 8,515 -------- -------- -------- $ 60,632 $ 51,395 $ 75,827 -------- -------- -------- United States revenues in fiscal 1996, 1997 and 1998 include export sales to non-affiliated customers of $2.4 million of which $1.4 million was primarily in Europe; $2.1 million of which $1.4 million was primarily in Europe; $3.5 million of which $2.5 million was primarily in Europe, respectively. |
ERNST & YOUNG LLP Syracuse, New York August 31, 1995 Ultralife Batteries, Inc. and Subsidiary Consolidated Balance Sheets June 30, -------------------------- 1997 1996 ---- ---- Assets Current Assets: Cash and cash equivalents $ 2,310,725 $ 1,212,743 Available-for-sale securities 19,847,201 33,856,285 Trade accounts receivable (less allowance for doubtful accounts of $278,000 in 1997 and $190,000 in 1996) 2,715,728 3,485,044 Earned contract revenues receivable -- 521,696 Inventories, net 5,302,752 8,437,791 Prepaid expenses and other current assets 1,661,655 1,350,790 ------------------------- Total current assets 31,838,061 48,864,349 ------------------------- Property and equipment: Machinery and equipment 21,267,756 12,419,928 Leasehold improvements 216,111 150,716 ------------------------- 21,483,867 12,570,644 Less accumulated depreciation 2,610,172 1,882,106 ------------------------- 18,873,695 10,688,538 ------------------------- Other assets and deferred charges: Technology license agreements (net of accumulated amortization of $416,653 and $303,458 in 1997 and 1996, respectively) 683,347 796,542 China development program -- 283,500 ------------------------- 683,347 1,080,042 ========================= Total assets $51,395,103 $60,632,929 ========================= The accompanying notes to consolidated financial statements are an integral part of these balance sheets. |
Ultralife Batteries, Inc. and Subsidiary Consolidated Balance Sheets June 30, ---------------------------- Liabilities and stockholders' equity 1997 1996 ---- ---- Current liabilities: Accounts payable $ 2,659,547 $ 3,434,473 Accrued compensation 234,501 276,668 Other accrued liabilities 101,741 153,022 Customer advances 1,636,433 334,000 ---------------------------- Total current liabilities 4,632,222 4,198,163 ---------------------------- Commitments and contingencies Stockholders' equity: Common stock, par value $0.10 per share, authorized 12,000,000 shares; outstanding - 7,926,086 shares in 1997 and 7,923,211 in 1996 795,360 792,322 Preferred stock, authorized 1,000,000 shares, $0.10 par value - none outstanding -- -- Capital in excess of par value 64,785,814 64,630,638 Unrealized net gain on securities 1,311,343 3,842,878 Accumulated deficit (20,115,175) (12,868,821) Foreign currency translation adjustment 291,041 37,749 ---------------------------- 47,068,383 56,434,766 Less: Treasury stock, at cost (27,500 shares in 1997) (305,502) -- ---------------------------- Total stockholders' equity 46,762,881 56,434,766 ---------------------------- Total liabilities and stockholders' equity $ 51,395,103 $ 60,632,929 ============================ The accompanying notes to consolidated financial statements are an integral part of these balance sheets. |
Year ended June 30, 1997 1996 1995 ------------------------------------------ Business Segment Results Net Sales: Batteries $14,765,364 $12,623,646 $11,212,643 Technology contracts 1,175,754 2,477,887 3,430,640 ------------------------------------------ $15,941,118 $15,101,533 $14,643,283 ========================================== Income (loss) before income taxes: Batteries $(5,261,013) $(5,010,631) $(3,346,856) Technology contracts (62,295) 524,180 413,523 Corporate administration (1,923,046) 1,247,099 (458,345) ------------------------------------------ $(7,246,354) $(3,239,352) $(3,391,678) ========================================== Depreciation and amortization: Batteries $ 841,261 $ 806,664 $ 613,246 Technology contracts -- -- -- Corporate administration -- -- -- ------------------------------------------ $ 841,261 $ 806,664 $ 613,246 ========================================== Identifiable assets: Batteries $25,833,503 $21,808,067 $12,796,090 Technology contracts 1,742,019 2,121,544 2,525,582 Corporate administration 23,819,581 36,703,318 47,271,476 ------------------------------------------ $51,395,103 $60,632,929 $62,593,148 ========================================== Capital expenditures: Batteries $ 8,913,223 $ 6,661,725 $ 1,839,558 Technology contracts -- -- -- Corporate administration -- -- -- ------------------------------------------ $ 8,913,223 $ 6,661,725 $ 1,839,558 ========================================== Information concerning geographic area is as follows: Year ended June 30, 1997 1996 1995 ------------------------------------------ Revenue: North America $ 10,611,602 $ 10,967,546 $ 8,202,047 Europe 5,329,516 4,133,987 6,441,236 ------------------------------------------ $ 15,941,118 $ 15,101,533 $14,643,283 ========================================== Loss before income taxes: North America $ (6,916,312) $(1,605,015) $(2,743,611) Europe (330,042) (1,634,337) (648,067) ------------------------------------------ $ (7,246,354) $(3,239,352) $(3,391,678) ========================================== Identifiable assets: North America $ 46,327,939 $ 56,367,177 $57,602,334 Europe 5,067,164 4,265,752 4,990,814 ------------------------------------------ $ 51,395,103 $ 60,632,929 $62,593,148 ========================================== Ultralife Batteries, Inc. and Subsidiary Schedule II Valuation and Qualifying Accounts (A) Recovery of accounts receivable balances previously reserved for. |
Date: October 14, 1997 /s/URI SOUDAK ------------------------------- Uri Soudak Chief Operating Officer (Principal Executive Officer) Date: October 14, 1997 /s/ ROBERT COOK ------------------------------- Robert Cook Chief Financial Officer and Controller (Principal Financial and Accounting Officer) Date: October 14, 1997 /s/ JOSEPH C. ABELES ------------------------------- Joseph C. Abeles (Director) Date: October 14, 1997 /s/ JOSEPH N. BARRELLA ------------------------------- Joseph N. Barrella (Director) Date: October 14, 1997 /s/ RICHARD HANSEN ------------------------------- Richard Hansen (Director) Date: October 14, 1997 /s/ BRUCE JAGID ------------------------------- Bruce Jagid (Director) Date: October 14, 1997 /s/ ARTHUR LIEBERMAN ------------------------------- Arthur Lieberman (Director) Date: October 14, 1997 /s/ MARTIN ROSANSKY ------------------------------- Martin Rosansky (Director) Date: October 14, 1997 /s/ CARL ROSNER ------------------------------- Carl Rosner (Director) Date: October 14, 1997 /s/ STUART SHIKIAR ------------------------------- Stuart Shikiar (Director) |
The 1992 Plan defines "change in control" to mean the occurrence of any of the following: (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes a "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% of more of the voting power of the then outstanding securities of the Company; (ii) during any period of two consecutive calendar years a change of 25% or more in the composition of the Board of the Company in office at the beginning of the period except for changes approved by at least two-thirds of the directors then in office who were directors at the beginning) of the period; (iii) the stockholders of the Company approve an agreement providing for (A) the merger or consolidation of the Company with another corporation where the stockholders of the Company, immediately after the merger or consolidation, would not beneficially own, immediately after the merger or consolidation, shares entitled such stockholders to 50% or more of all votes (without consideration of the rights of any class of stock to elect directors by a separate class vote) to which all stockholders of the corporation issuing cash or securities in the merger or consolidation would be entitled in the election of directors or where the members of the Board, immediately prior to the merger or consolidation, would not, immediately after the merger or consolidation, constitute a majority of the Board of Directors of the corporation issuing cash or securities in the merger or consolidation or (B) the sale or other disposition of all or substantially all the assets of the Company, or a liquidation, dissolution or statutory exchange of the Company: or (iv) any person has commenced, or announced an intention to commence, a tender offer or exchange offer for 30% or more of the voting power of the then outstanding securities of the Company. |
Date: September 27, 1996 /s/JOSEPH N. BARRELLA ----------------------------- Joseph N. Barrella President, Director and Chief Operating Officer (Principal Executive Officer) Date: September 27, 1996 /s/ ROBERT COOK ----------------------------- Robert Cook Chief Financial Officer and Controller (Principal Financial and Accounting Officer) Date: September 27, 1996 /S/ BRUCE JAGID ----------------------------- Bruce Jagid (Director) Date: September 27, 1996 /s/ JOSEPH C. ABELES ----------------------------- Joseph C. Abeles (Director) Date: September 27, 1996 /s/ RICHARD HANSEN ----------------------------- Richard Hansen (Director) Date: September 27, 1996 /s/ ARTHUR LIEBERMAN ----------------------------- Arthur Lieberman (Director) Date: September 27, 1996 /s/ MARTIN ROSANSKY ----------------------------- Martin Rosansky (Director) Date: September 27, 1996 /s/ CARL ROSNER ----------------------------- Carl Rosner (Director) Date: September 27, 1996 /s/ STUARY SHIKIAR ----------------------------- Stuart Shikiar (Director) Page ---- Report of Independent Auditors, Arthur Andersen LLP ................... Report of Independent Auditors, Ernst & Young LLP ..................... Consolidated Financial Statements Consolidated Balance Sheets as of June 30, 1996 and 1995 .............. Consolidated Statements of Operations for the years ended June 30, 1996, 1995 and 1994 ................................................ Consolidated Statements of Stockholders' Equity for the years ended June 30, 1996, 1995 and 1994 ....................................... Consolidated Statements of Cash Flows for the years ended June 30, 1996, 1995 and 1994 ................................................ Notes to Consolidated Financial Statements ............................ REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS The Board of Directors and Stockholders Ultralife Batteries, Inc. and Subsidiary: We have audited the accompanying consolidated balance sheet of Ultralife Batteries, Inc. (a Delaware corporation) and subsidiary as of June 30, 1996, and the related consolidated statements of operations, changes in stockholders' equity and cash flows for the year then ended. |
SpartanNash Company’s internal controls were designed by, or under the supervision of, the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of its financial reporting and the preparation and presentation of the consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States and includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of SpartanNash Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of SpartanNash Company are being made only in accordance with authorizations of management and directors of SpartanNash Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of SpartanNash Company’s assets that could have a material effect on the financial statements. |
SpartanNash Company’s internal controls were designed by, or under the supervision of, the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of its financial reporting and the preparation and presentation of the consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States and includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of SpartanNash Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of SpartanNash Company are being made only in accordance with authorizations of management and directors of SpartanNash Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of SpartanNash Company’s assets that could have a material effect on the financial statements. |
SpartanNash Company’s internal controls were designed by, or under the supervision of, the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of its financial reporting and the preparation and presentation of the consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States and includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of SpartanNash Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of SpartanNash Company are being made only in accordance with authorizations of management and directors of SpartanNash Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of SpartanNash Company’s assets that could have a material effect on the financial statements. |
SpartanNash Company’s internal controls were designed by, or under the supervision of, the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of its financial reporting and the preparation and presentation of the consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States and includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of SpartanNash Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of SpartanNash Company are being made only in accordance with authorizations of management and directors of SpartanNash Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of SpartanNash Company’s assets that could have a material effect on the financial statements. |
Spartan Stores’ internal controls were designed by, or under the supervision of, the Chief Executive Officer and Chief Financial Officer, and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of its financial reporting and the preparation and presentation of the consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States and includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Spartan Stores; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Spartan Stores are being made only in accordance with authorizations of management and directors of Spartan Stores; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Spartan Stores’ assets that could have a material effect on the financial statements. |
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