text
stringlengths 1.03k
343k
|
|---|
33-69304)) Exhibit Sequentially Number Exhibit Numbered Page 10.16* Changed in Control Agreement dated July 9, 1998 between Registrant and Brian J. Lipke (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998) 10.17* Form of Change in Control Agreement dated July 9, 1998 between Registrant and each of Neil E. Lipke, Eric R. Lipke, Walter T. Erazmus, Joseph A. Rosenecker, Carl P. Spezio and Andrew S. Tsakos (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998) 10.18 Credit Agreement dated as of September 15, 1997 among Gibraltar Steel Corporation, Gibraltar Steel Corporation of New York, Chase Manhattan Bank, N.A., as Administrative Agent and various financial institutions that are signatories thereto (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997) 10.19 Bond Purchase Agreement dated June 16, 1994 among the Industrial Development Board of the County of Hamilton, Tennessee, Fleet Bank of New York and Gibraltar Steel of Tennessee (incorporated by reference to Exhibit 10.10 to the Company's Registration Statement on Form S-1 (Registration No. |
Square Owned or Location Utilization Footage Leased Buffalo, New York Headquarters 23,000 Leased Buffalo, New York Precision metals processing; warehouse 207,000 Owned Cheektowaga, New York Cold-rolled strip steel processing and strapping products 148,000 Owned Tonawanda, New York Cold-rolled strip steel and precision metals processing 128,000 Owned Lackawanna, New York Materials management facility 65,000 Leased Dearborn, Michigan Strapping tool products 3,000 Owned Woodhaven, Michigan Materials management facility 100,000 Owned Franklin Park, Illinois Coated sheet steel and precision metals processing 99,000 Owned Cleveland, Ohio Cold-rolled strip steel processing 259,000 Leased Chattanooga, Tennessee Steel processing 65,000 Owned Brownsville, Texas Distribution warehouse 15,000 Leased Fountain Inn, S. Carolina Heat treating services 77,400 Leased Reidsville, N. Carolina Heat treating services 53,500 Leased Morristown, Tennessee Heat treating services 24,200 Owned Conyers, Georgia Heat treating services 18,700 Leased Athens, Alabama Heat treating services 20,000 Leased Square Owned or Location Utilization Footage Leased Charlotte, N. Carolina Administrative office 3,400 Leased Jacksonville, Florida Administrative office and metal products manufacturing 261,400 Leased Miami, Florida Metal products manufacturing 77,000 Leased Tampa, Florida Metal products manufacturing 50,000 Leased Nashville, Tennessee Metal products manufacturing 52,500 Leased San Antonio, Texas Metal products manufacturing 70,000 Leased Houston, Texas Metal products manufacturing 48,200 Leased Vidalia, Georgia Metal products manufacturing 34,000 Leased Miami, Oklahoma Metal products warehouse 15,000 Leased Item 3. |
Financial Statements and Supplementary Data Page Number Index to Financial Statements: Financial Statements: Report of Independent Accountants 17 Consolidated Balance Sheet at December 31, 1997 and 1996 18 Consolidated Statement of Income for the three years ended December 31, 1997 19 Consolidated Statement of Cash Flows for the three years ended December 31, 1997 20 Consolidated Statement of Shareholders' Equity for the three years ended December 31, 1997 21 Notes to Consolidated Financial Statements 22 Supplementary Data: Quarterly Unaudited Financial Data 32 Report of Independent Accountants To the Board of Directors and Shareholders of Gibraltar Steel Corporation In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Gibraltar Steel Corporation and its subsidiaries at December 31, 1997 and 1996, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1997, in conformity with generally accepted accounting principles. |
INCOME TAXES The provision for income taxes consists of the following: (in thousands) 1997 1996 1995 Current tax expense Federal $ 7,514 $ 8,774 $ 5,611 State 1,331 1,267 833 ------ ------ ------ Total current 8,845 10,041 6,444 ------ ------ ------ Deferred tax expense Federal 2,036 670 198 State 191 104 20 Total deferred 2,227 774 218 ------ ----- ----- Total provision $ 11,072 $ 10,815 $ 6,662 ====== ====== ===== Deferred tax liabilities (assets) at December 31, consist of the following: (in thousands) 1997 1996 Depreciation $ 14,129 $ 9,026 Inventory method change 1,588 1,752 Other 1,371 1,034 ------- ------- Gross deferred tax liabilities 17,088 11,812 ------- ------- State taxes (656) (528) Other (2,074) (1,187) ------- ------- Gross deferred tax assets (2,730) (1,715) ------- ------- Net deferred tax liabilities $ 14,358 $ 10,097 ======= ======= The provision for income taxes differs from the amount of income tax determined by applying the applicable U.S. statutory federal income tax rate to pretax income from continuing operations as a result of the following differences: (in thousands) 1997 1996 1995 Statutory U.S. tax rates $ 9,621 $ 9,376 $ 5,734 Increase in rates resulting from: State and local taxes, net 989 891 554 Other 462 548 374 ------ ------ ------ $ 11,072 $ 10,815 $ 6,662 ====== ====== ====== Total cash paid for income taxes in the years ended December 31, 1997, 1996 and 1995 was $9,100,000, $9,639,000 and $6,250,000, respectively. |
Location Utilization Square Owned or Footage Leased Buffalo, New York Headquarters 23,000 Leased Buffalo, New York Precision metals processing; warehouse 207,000 Owned Cheektowaga, New Cold-rolled strip steel York processing and strapping products 148,000 Owned Tonawanda, New York Cold-rolled strip steel and precision metals processing 128,000 Owned Lackawanna, New Materials management York facility 65,000 Leased Dearborn, Michigan Strapping tool products 3,000 Owned Woodhaven, Michigan Materials management facility 100,000 Owned Franklin Park, Coated sheet steel and Illinois precision metals processing 99,000 Owned Cleveland, Ohio Cold-rolled strip steel processing 229,200 Leased Chattanooga, Tennessee Steel processing 65,000 Owned North Charleston, S. Carolina Distribution warehouse 190,000 Leased Brownsville, Texas Distribution warehouse 15,000 Leased Fountain Inn, S. Carolina Heat treating services 77,400 Leased Reidsville, N. Carolina Heat treating services 53,500 Leased Morristown, Tennessee Heat treating services 24,200 Owned Conyers, Georgia Heat treating services 18,700 Leased Charlotte, N. Carolina Administrative offices 3,400 Leased Item 3. |
Financial Statements and Supplementary Data Index to Financial Statements: Page Number Financial Statements: Report of Independent Accountants 17 Consolidated Balance Sheets at December 31, 1996 and 1995 18 Consolidated Statements of Income for the three years ended December 31, 1996 19 Consolidated Statements of Cash Flows for the three years ended December 31, 1996 20 Consolidated Statements of Shareholders' Equity for the three years ended December 31, 1996 21 Notes to Consolidated Financial Statements 22 Supplementary Data: Quarterly Unaudited Financial Data 32 Report of Independent Accountants To the Board of Directors and Shareholders of Gibraltar Steel Corporation In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Gibraltar Steel Corporation and its subsidiaries at December 31, 1996 and 1995, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles. |
Price Waterhouse LLP Buffalo, New York January 17, 1997 GIBRALTAR STEEL CORPORATION CONSOLIDATED BALANCE SHEET (in thousands, except share and per share data) December 31, ASSETS 1996 1995 Current assets: Cash and cash equivalents $ 5,545 $ 4,123 Accounts receivable 40,106 35,634 Inventories 62,351 45,274 Other current assets 1,524 1,964 Total current assets 109,526 86,995 Property, plant and equipment, net 88,670 67,275 Other assets 24,311 13,153 $ 222,507 $ 167,423 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 35,397 $ 25,845 Accrued expenses 4,238 2,421 Current maturities of long-term debt 1,218 1,214 Total current liabilities 40,853 29,480 Long-term debt 48,623 57,840 Deferred income taxes 10,364 9,251 Other non-current liabilities 923 608 Shareholders' equity Preferred shares, $.01 par value; authorized: 10,000,000 shares; none outstanding - - Common shares, $.01 par value; authorized: 50,000,000 shares; issued and outstanding: 12,322,400 shares in 1996 and 10,173,900 in 1995 123 102 Additional paid-in capital 64,307 28,803 Retained earnings 57,314 41,339 Total shareholders' equity 121,744 70,244 $ 222,507 $ 167,423 The accompanying notes are an integral part of these financial statements. |
GIBRALTAR STEEL CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (in thousands) Year Ended December 31, 1996 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 15,975 $ 9,722 $ 8,809 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 6,246 4,538 3,445 Provision for deferred income taxes 774 218 676 Undistributed equity investment income (528) (366) (505) Gain on disposition of property and equipment (4) (146) (37) Increase (decrease) in cash resulting from changes in (net of effects from acquisitions): Accounts receivable (1,225) 838 (6,451) Inventories (17,077) 17,979 (13,354) Other current assets 411 (503) (390) Accounts payable and accrued expenses 9,275 3,390 (497) Other assets (244) 70 (318) Net cash provided by (used in) operating activities 13,603 35,740 (8,622) CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions, net of cash acquired (23,715) (20,859) - Purchases of property, plant and equipment (15,477) (14,504) (16,171) Proceeds from sale of property and equipment 775 317 173 Net cash used in investing activities (38,417) (35,046) (15,998) CASH FLOWS FROM FINANCING ACTIVITIES Long-term debt reduction (78,195) (64,527) (15,381) Proceeds from long-term debt 68,906 66,832 39,860 Net proceeds from issuance of common stock 35,525 - - Net cash provided by financing activities 26,236 2,305 24,479 Net increase (decrease) in cash 1,422 2,999 (141) Cash and cash equivalents at beginning of year 4,123 1,124 1,265 Cash and cash equivalents at end of year $ 5,545 $ 4,123 $ 1,124 The accompanying notes are an integral part of these financial statements. |
INCOME TAXES The provision for income taxes consists of the following: (in thousands) 1996 1995 1994 Current tax expense Federal $ 8,774 $ 5,611 $ 4,275 State 1,267 833 1,045 Total current 10,041 6,444 5,320 Deferred tax expense Federal 670 198 740 State 104 20 (64) Total deferred 774 218 676 Total provision $ 10,815 $ 6,662 $ 5,996 Deferred tax liabilities (assets) at December 31, consist of the following: (in thousands) 1996 1995 Depreciation $ 9,026 $ 7,560 Inventory method change 1,752 1,989 Other 1,034 1,168 Gross deferred tax liabilities 11,812 10,717 State taxes (528) (450) Other (1,187) (962) Gross deferred tax assets (1,715) (1,412) Net deferred tax liabilities $ 10,097 $ 9,305 The provision for income taxes differs from the amount of income tax determined by applying the applicable U.S. statutory federal income tax rate to pretax income from continuing operations as a result of the following differences: (in thousands) 1996 1995 1994 Statutory U.S. tax rates $ 9,376 $ 5,734 $ 5,182 Increase (decrease) in rates resulting from: State and local taxes, net 891 554 638 Other 548 374 176 $ 10,815 $ 6,662 $ 5,996 Total cash paid for income taxes in the years ended December 31, 1996, 1995 and 1994 was $9,639,000, $6,250,000 and $6,100,000, respectively. |
2 of February 15, 1988 f/b/o Meredith A. Lipke (incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993) 10.17 Credit Agreement dated as of November 10, 1994 among Gibraltar Steel Corporation, Gibraltar Steel Corporation of New York, Chase Manhattan Bank, N.A., as Administrative Agent and various financial institutions that are signatories thereto (incorporated by reference to Exhibit 10.1 to the Company's Current report on Form 8-K dated November 14, 1994) 10.18 Amendment Agreement, dated December 28, 1995, to Credit Agreement among Gibraltar Steel Corporation, Gibraltar Steel Corporation of New York, Chase Manhattan Bank, N.A., as Administrative Agent and various financial institutions that are signatories thereto (incorporated by reference to Exhibit 10.32 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995) Exhibit Sequentially Number Numbered Page 10.19 Amendment Agreement dated as of December 19, 41 1996 among Gibraltar Steel Corporation, Gibraltar Steel Corporation of New York, The Chase Manhattan Bank, Fleet Bank, Mellon Bank, N.A. |
International operations, including manufacturing and sourcing operations (and the international operations of our customers), are subject to inherent risks which could adversely affect us, including, among other things: protectionist policies restricting or impairing the manufacturing, sales or import and export of our products; new restrictions on access to markets; lack of developed infrastructure; inflation or recession; devaluations or fluctuations in the value of currencies; changes in and the burdens and costs of compliance with a variety of foreign laws and regulations, including tax laws, accounting standards, environmental laws and occupational health and safety laws; social, political or economic instability; acts of war and terrorism; natural disasters or other crises; reduced protection of intellectual property rights in some countries; increases in duties and taxation; and restrictions on transfer of funds and/or exchange of currencies; expropriation of assets; and other adverse changes in policies, including monetary, tax and/or lending policies, relating to foreign investment or foreign trade by our host countries. |
These impacts include, but are not limited to: Significant reductions in demand or significant volatility in demand for one or more of our products, which may be caused by, among other things: the temporary inability of consumers to purchase our products due to illness, quarantine or other travel restrictions, financial hardship or adverse economic conditions, or the closure of retail stores that market our products; Disruptions in our manufacturing and supply arrangements caused by constrained workforce capacity or the loss or disruption of other essential manufacturing and supply elements such as raw materials or other finished product components, transportation, or other manufacturing and distribution capability; Failure of third parties on which we rely, including our suppliers, manufacturers, distributors, customers, retailers or other service providers to meet their obligations to the Company; Significant changes in the political conditions in the markets in which we operate and/or manufacture, sell or distribute our products, including quarantines, import/export restrictions, price controls, or governmental or regulatory actions, closures or travel restrictions; or Our ability to maintain adequate liquidity and/or meet debt covenants contained in the Company’s credit agreement if the Company is unable to resume normal operations in a timely fashion. |
Although no single supplier and no one country controls a majority of our production needs, any of the following could materially and adversely affect our ability to produce or deliver our products and, as a result, have a material adverse effect on our business, financial condition, and results of operations: political or labor instability in countries where our facilities, contractors, and suppliers are located; political or military conflict, which could cause a delay in the transportation of raw materials and products to us and an increase in transportation costs; heightened terrorism security concerns, which could subject imported or exported goods to additional, more frequent or more lengthy inspections, leading to delays in deliveries or impoundment of goods for extended periods or could result in decreased scrutiny by customs officials for counterfeit goods, leading to lost sales, increased costs for our anti-counterfeiting measures and damage to the reputation of our brands; disease epidemics and health-related concerns, such as the coronavirus, H1N1 virus, bird flu, SARS, mad cow, and hoof-and-mouth disease outbreaks in recent years, which could result in closed factories, reduced workforces, scarcity of raw materials, and scrutiny or embargo of our goods produced in infected areas; imposition of regulations and quotas relating to imports and our ability to adjust timely to changes in trade regulations, which, among other things, could limit our ability to produce products in cost-effective countries that have the labor and expertise needed; imposition of tariffs, duties, taxes and other charges on imports and/or exports; and imposition or the repeal of laws that affect intellectual property rights. |
Potential risks and uncertainties that could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied by forward-looking statements in this Annual Report on Form 10-K include, but are not limited to, the overall level of consumer demand on our products; general economic conditions and other factors affecting consumer confidence, preferences, and behavior; disruption and volatility in the global currency, capital and credit markets; the financial strength of the Company’s customers; the Company’s ability to implement its business strategy; the ability of the Company to execute and integrate acquisitions; changes in governmental regulation, legislation or public opinion relating to the manufacture and sale of bullets and ammunition by our Sierra segment, and the possession and use of firearms and ammunition by our customers; the Company’s exposure to product liability or product warranty claims and other loss contingencies; disruptions and other impacts to the Company’s business, as a result of the COVID-19 global pandemic and government actions and restrictive measures implemented in response; stability of the Company’s manufacturing facilities and suppliers, as well as consumer demand for our products, in light of disease epidemics and health-related concerns such as the COVID-19 global pandemic; the impact that global climate change trends may have on the Company and its suppliers and customers; the Company's ability to protect patents, trademarks and other intellectual property rights; any breaches of, or interruptions in, our information systems; the ability of our information technology systems or information security systems to operate effectively, including as a result of security breaches, viruses, hackers, malware, natural disasters, vendor business interruptions or other causes; our ability to properly maintain, protect, repair or upgrade our information technology systems or information security systems, or problems with our transitioning to upgraded or replacement systems; the impact of adverse publicity about the Company and/or its brands, including without limitation, through social media or in connection with brand damaging events and/or public perception; fluctuations in the price, availability and quality of raw materials and contracted products as well as foreign currency fluctuations; our ability to utilize our net operating loss carryforwards; changes in tax laws and liabilities, tariffs, legal, regulatory, political and economic risks; and the Company’s ability to maintain a quarterly dividend. |
International operations, including manufacturing and sourcing operations (and the international operations of our customers), are subject to inherent risks which could adversely affect us, including, among other things: ·protectionist policies restricting or impairing the manufacturing, sales or import and export of our products; ·new restrictions on access to markets; ·lack of developed infrastructure; ·inflation or recession; ·devaluations or fluctuations in the value of currencies; ·changes in and the burdens and costs of compliance with a variety of foreign laws and regulations, including tax laws, accounting standards, environmental laws and occupational health and safety laws; ·social, political or economic instability; ·acts of war and terrorism; ·natural disasters or other crises; ·reduced protection of intellectual property rights in some countries; ·increases in duties and taxation; and ·restrictions on transfer of funds and/or exchange of currencies; expropriation of assets; and other adverse changes in policies, including monetary, tax and/or lending policies, relating to foreign investment or foreign trade by our host countries. |
Although no single supplier and no one country controls a majority of our production needs, any of the following could materially and adversely affect our ability to produce or deliver our products and, as a result, have a material adverse effect on our business, financial condition, and results of operations: ·political or labor instability in countries where our facilities, contractors, and suppliers are located; ·political or military conflict, which could cause a delay in the transportation of raw materials and products to us and an increase in transportation costs; ·heightened terrorism security concerns, which could subject imported or exported goods to additional, more frequent or more lengthy inspections, leading to delays in deliveries or impoundment of goods for extended periods or could result in decreased scrutiny by customs officials for counterfeit goods, leading to lost sales, increased costs for our anti-counterfeiting measures and damage to the reputation of our brands; ·disease epidemics and health-related concerns, such as the coronavirus, H1N1 virus, bird flu, SARS, mad cow, and hoof-and-mouth disease outbreaks in recent years, which could result in closed factories, reduced workforces, scarcity of raw materials, and scrutiny or embargo of our goods produced in infected areas; ·imposition of regulations and quotas relating to imports and our ability to adjust timely to changes in trade regulations, which, among other things, could limit our ability to produce products in cost-effective countries that have the labor and expertise needed; ·imposition of tariffs, duties, taxes and other charges on imports and/or exports; and ·imposition or the repeal of laws that affect intellectual property rights. |
Potential risks and uncertainties that could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied by forward-looking statements in this Annual Report on Form 10-K include, but are not limited to, the overall level of consumer demand on our products; general economic conditions and other factors affecting consumer confidence, preferences, and behavior; disruption and volatility in the global currency, capital and credit markets; the financial strength of the Company’s customers; the Company’s ability to implement its business strategy; the ability of the Company to execute and integrate acquisitions; changes in governmental regulation, legislation or public opinion relating to the manufacture and sale of bullets and ammunition by our Sierra segment, and the possession and use of firearms and ammunition by our customers; the Company’s exposure to product liability or product warranty claims and other loss contingencies; stability of the Company’s manufacturing facilities and suppliers, including in light of disease epidemics and health-related concerns such as the coronavirus; the impact that global climate change trends may have on the Company and its suppliers and customers; the Company’s ability to protect patents, trademarks and other intellectual property rights; any breaches of, or interruptions in, our information systems; fluctuations in the price, availability and quality of raw materials and contracted products as well as foreign currency fluctuations; our ability to utilize our net operating loss carryforwards; changes in tax laws and liabilities, tariffs, legal, regulatory, political and economic risks; and the Company’s ability to maintain a quarterly dividend. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA CLARUS CORPORATION AND SUBSIDIARIES Page Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets - December 31, 2019 and 2018 Consolidated Statements of Comprehensive Income - Years Ended December 31, 2019, 2018 and 2017 Consolidated Statements of Cash Flows - Years Ended December 31, 2019, 2018 and 2017 Consolidated Statements of Stockholders’ Equity - Years Ended December 31, 2019, 2018 and 2017 Notes to Consolidated Financial Statements REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Clarus Corporation: Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Clarus Corporation and subsidiaries (the "Company") as of December 31, 2019 and 2018, the related consolidated statements of comprehensive income, stockholders' equity, and cash flows, for each of the two years in the period ended December 31, 2019, and the related notes (collectively referred to as the "financial statements"). |
International operations, including manufacturing and sourcing operations (and the international operations of our customers), are subject to inherent risks which could adversely affect us, including, among other things: ·protectionist policies restricting or impairing the manufacturing, sales or import and export of our products; ·new restrictions on access to markets; ·lack of developed infrastructure; ·inflation or recession; ·devaluations or fluctuations in the value of currencies; ·changes in and the burdens and costs of compliance with a variety of foreign laws and regulations, including tax laws, accounting standards, environmental laws and occupational health and safety laws; ·social, political or economic instability; ·acts of war and terrorism; ·natural disasters or other crises; ·reduced protection of intellectual property rights in some countries; ·increases in duties and taxation; and ·restrictions on transfer of funds and/or exchange of currencies; expropriation of assets; and other adverse changes in policies, including monetary, tax and/or lending policies, relating to foreign investment or foreign trade by our host countries. |
Although no single supplier and no one country controls a majority of our production needs, any of the following could materially and adversely affect our ability to produce or deliver our products and, as a result, have a material adverse effect on our business, financial condition, and results of operations: ·political or labor instability in countries where our facilities, contractors, and suppliers are located; ·political or military conflict, which could cause a delay in the transportation of raw materials and products to us and an increase in transportation costs; ·heightened terrorism security concerns, which could subject imported or exported goods to additional, more frequent or more lengthy inspections, leading to delays in deliveries or impoundment of goods for extended periods or could result in decreased scrutiny by customs officials for counterfeit goods, leading to lost sales, increased costs for our anti-counterfeiting measures and damage to the reputation of our brands; ·disease epidemics and health-related concerns, such as the H1N1 virus, bird flu, SARS, mad cow, and hoof-and-mouth disease outbreaks in recent years, which could result in closed factories, reduced workforces, scarcity of raw materials, and scrutiny or embargo of our goods produced in infected areas; ·imposition of regulations and quotas relating to imports and our ability to adjust timely to changes in trade regulations, which, among other things, could limit our ability to produce products in cost-effective countries that have the labor and expertise needed; ·imposition of tariffs, duties, taxes and other charges on imports and/or exports; and ·imposition or the repeal of laws that affect intellectual property rights. |
Potential risks and uncertainties that could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied by forward-looking statements in this Annual Report on Form 10-K include, but are not limited to, the overall level of consumer demand on our products; general economic conditions and other factors affecting consumer confidence, preferences, and behavior; disruption and volatility in the global currency, capital and credit markets; the financial strength of the Company’s customers; the Company’s ability to implement its business strategy; the ability of the Company to execute and integrate acquisitions; changes in governmental regulation, legislation or public opinion relating to the manufacture and sale of bullets and ammunition by our Sierra segment, and the possession and use of firearms and ammunition by our customers; the Company’s exposure to product liability or product warranty claims and other loss contingencies; stability of the Company’s manufacturing facilities and suppliers; the Company’s ability to protect patents, trademarks and other intellectual property rights; any breaches of, or interruptions in, our information systems; fluctuations in the price, availability and quality of raw materials and contracted products as well as foreign currency fluctuations; our ability to utilize our net operating loss carryforwards; changes in tax laws and liabilities, tariffs, legal, regulatory, political and economic risks; and the Company’s ability to maintain a quarterly dividend. |
The Credit Agreement contains customary affirmative and negative covenants, including limitations on the ability of the Company and its subsidiaries to perform the following, subject to certain customary exceptions, qualifications and “baskets”: (i) incur additional debt; (ii) create liens; (iii) engage in mergers, consolidations, liquidations or dissolutions other than in certain permitted instances as described in the Credit Agreement; (iv) substantially change the business conducted by the Company and its subsidiaries (v) make certain investments, loans, advances, guarantees and acquisitions other than in certain permitted instances as described in the Credit Agreement; (vi) sell assets; (vii) pay dividends or make distributions or other restricted payments if certain conditions in the Credit Agreement are not fulfilled; (viii) prepay other indebtedness; (ix) engage in certain transactions with affiliates; (x) enter into agreements that restrict dividends from subsidiaries or the ability of subsidiaries to grant liens upon their assets; (xi) amend certain charter documents and material agreements governing subordinated indebtedness; and (xii) sell, assign, transfer, encumber or license certain intellectual property without the prior written consent of the administrative agent. |
International operations, including manufacturing and sourcing operations (and the international operations of our customers), are subject to inherent risks which could adversely affect us, including, among other things: ·protectionist policies restricting or impairing the manufacturing, sales or import and export of our products; ·new restrictions on access to markets; ·lack of developed infrastructure; ·inflation or recession; ·devaluations or fluctuations in the value of currencies; ·changes in and the burdens and costs of compliance with a variety of foreign laws and regulations, including tax laws, accounting standards, environmental laws and occupational health and safety laws; ·social, political or economic instability; ·acts of war and terrorism; ·natural disasters or other crises; ·reduced protection of intellectual property rights in some countries; ·increases in duties and taxation; and ·restrictions on transfer of funds and/or exchange of currencies; expropriation of assets; and other adverse changes in policies, including monetary, tax and/or lending policies, relating to foreign investment or foreign trade by our host countries. |
Although no single supplier and no one country controls a majority of our production needs, any of the following could materially and adversely affect our ability to produce or deliver our products and, as a result, have a material adverse effect on our business, financial condition, and results of operations: ·political or labor instability in countries where our facilities, contractors, and suppliers are located; ·political or military conflict, which could cause a delay in the transportation of raw materials and products to us and an increase in transportation costs; ·heightened terrorism security concerns, which could subject imported or exported goods to additional, more frequent or more lengthy inspections, leading to delays in deliveries or impoundment of goods for extended periods or could result in decreased scrutiny by customs officials for counterfeit goods, leading to lost sales, increased costs for our anti-counterfeiting measures and damage to the reputation of our brands; ·disease epidemics and health-related concerns, such as the H1N1 virus, bird flu, SARS, mad cow, and hoof-and-mouth disease outbreaks in recent years, which could result in closed factories, reduced workforces, scarcity of raw materials, and scrutiny or embargo of our goods produced in infected areas; ·imposition of regulations and quotas relating to imports and our ability to adjust timely to changes in trade regulations, which, among other things, could limit our ability to produce products in cost-effective countries that have the labor and expertise needed; ·imposition of duties, taxes and other charges on imports; and ·imposition or the repeal of laws that affect intellectual property rights. |
In recent years, we have developed many innovative products that have revolutionized the active outdoor space including: Revolt, our highly versatile rechargeable headlamp, featuring a waterproof design, PowerTap Technology and massive 300 lumens with the added option of charging via USB or using standard alkaline batteries; First Light Hoody, constructed with lightweight Schoeller® and packed with PrimaLoft® Silver Insulation Active; Helio Fixed Length Carbon ski pole, built with 100% inflation-molded carbon fiber for the ultimate combination of strength and lightweight performance; Camalot Ultralights, incorporating sculpted lobes and a patent-pending continuously looped Dyneema® core to replace the cable stem making them among the lightest camming units on the market; JetForce®, the first avalanche airbag that uses electronically controlled jet-fan inflation technology; trekking poles with FlickLock® technology; Z-Poles™, trekking poles that can fold to one-third their size; the Magnetron® magnetically locking carabiner; the Vapor climbing helmet, one of the lightest climbing helmets on the market; and PIEPS Micro beacon, having a patented sensor technology. |
International operations, including manufacturing and sourcing operations (and the international operations of our customers), are subject to inherent risks which could adversely affect us, including, among other things: ·protectionist policies restricting or impairing the manufacturing, sales or import and export of our products; ·new restrictions on access to markets; ·lack of developed infrastructure; ·inflation or recession; ·devaluations or fluctuations in the value of currencies; ·changes in and the burdens and costs of compliance with a variety of foreign laws and regulations, including tax laws, accounting standards, environmental laws and occupational health and safety laws; ·social, political or economic instability; ·acts of war and terrorism; ·natural disasters or other crises; ·reduced protection of intellectual property rights in some countries; ·increases in duties and taxation; and ·restrictions on transfer of funds and/or exchange of currencies; expropriation of assets; and other adverse changes in policies, including monetary, tax and/or lending policies, relating to foreign investment or foreign trade by our host countries. |
Although no single supplier and no one country controls a majority of our production needs, any of the following could materially and adversely affect our ability to produce or deliver our products and, as a result, have a material adverse effect on our business, financial condition, and results of operations: ·political or labor instability in countries where our facilities, contractors, and suppliers are located; ·political or military conflict, which could cause a delay in the transportation of raw materials and products to us and an increase in transportation costs; ·heightened terrorism security concerns, which could subject imported or exported goods to additional, more frequent or more lengthy inspections, leading to delays in deliveries or impoundment of goods for extended periods or could result in decreased scrutiny by customs officials for counterfeit goods, leading to lost sales, increased costs for our anti-counterfeiting measures and damage to the reputation of our brands; ·disease epidemics and health-related concerns, such as the H1N1 virus, bird flu, SARS, mad cow, and hoof-and-mouth disease outbreaks in recent years, which could result in closed factories, reduced workforces, scarcity of raw materials, and scrutiny or embargo of our goods produced in infected areas; ·imposition of regulations and quotas relating to imports and our ability to adjust timely to changes in trade regulations, which, among other things, could limit our ability to produce products in cost-effective countries that have the labor and expertise needed; ·imposition of duties, taxes and other charges on imports; and ·imposition or the repeal of laws that affect intellectual property rights. |
Potential risks and uncertainties that could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied by forward-looking statements in this Annual Report on Form 10-K include, but are not limited to, the overall level of consumer spending on our products; general economic conditions and other factors affecting consumer confidence; disruption and volatility in the global capital and credit markets; the financial strength of the Company’s customers; the Company’s ability to implement its reformation and growth strategy, including its ability to organically grow each of its historical product lines; the ability of the Company to identify potential acquisition or investment opportunities as part of its redeployment and diversification strategy; the Company’s ability to successfully redeploy its capital into diversifying assets or that any such redeployment will result in the Company’s future profitability; the Company’s exposure to product liability of product warranty claims and other loss contingencies; stability of the Company’s manufacturing facilities and foreign suppliers; the Company’s ability to protect trademarks, patents and other intellectual property rights; fluctuations in the price, availability and quality of raw materials and contracted products as well as foreign currency fluctuations; our ability to utilize our net operating loss carryforwards; and legal, regulatory, political and economic risks in international markets. |
On August 11, 2014, the Company issued and granted to an employee a restricted stock award of 300 restricted shares under the 2005 Plan, of which (i) 50 restricted shares vested and become nonforteitable on August 25, 2014; (ii) 205 restricted shares were to vest and become nonforteitable as follows: (A) 45 restricted shares were to vest if, on or before June 30, 2017, the Fair Market Value (as defined in the Plan) of the Company’s common stock shall have equaled or exceeded $15.00 per share for five consecutive trading days; (B) 80 restricted shares were to vest if, on or before December 31, 2019, the Fair Market Value of the Company’s common stock shall have equaled or exceeded $20.00 per share for five consecutive trading days; (C) 80 restricted shares were to vest if, on or before December 31, 2019, the Fair Market Value of the Company’s common stock shall have equaled or exceeded $22.00 per share for five consecutive trading days; and (iii) 15 restricted shares were to vest and become nonforfeitable on each of December 31, 2015, December 31, 2016 and December 31, 2017. |
Date: March 6, 2017 By:/s/ Aaron J. Kuehne Aaron J. Kuehne, Chief Administrative Officer and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Name Title /s/ Warren B. Kanders Executive Chairman and Director (Principal Executive Officer) Warren B. Kanders /s/ Robert R. Schiller Executive Vice Chairman and Director Robert R. Schiller /s/ Aaron J. Kuehne Chief Administrative Officer and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Aaron J. Kuehne /s/ Donald L. House Director Donald L. House /s/ Nicholas Sokolow Director Nicholas Sokolow /s/ Michael A. Henning Director Michael A. Henning BLACK DIAMOND, INC. EXHIBIT INDEX Exhibit Number Exhibit 10.16 Third Amendment dated as of March 3, 2017, to the Second Amended and Restated Loan Agreement, dated as of October 31, 2014, as amended by the First Amendment to the Second Amended and Restated Loan Agreement dated November 9, 2015, and as amended by the Second Amendment to the Second Amended and Restated Loan Agreement dated as of March 11, 2016, by and among Zions First National Bank, a national banking association, as Lender, and Black Diamond, Inc.; Black Diamond Equipment, Ltd.; Black Diamond Retail, Inc.; Everest/Sapphire Acquisition, LLC; BD North American Holdings, LLC, PIEPS Service, LLC; and BD European Holdings, LLC, as Borrowers. |
International operations, including manufacturing and sourcing operations (and the international operations of our customers), are subject to inherent risks which could adversely affect us, including, among other things: •protectionist policies restricting or impairing the manufacturing, sales or import and export of our products; •new restrictions on access to markets; •lack of developed infrastructure; •inflation or recession; •devaluations or fluctuations in the value of currencies; •changes in and the burdens and costs of compliance with a variety of foreign laws and regulations, including tax laws, accounting standards, environmental laws and occupational health and safety laws; •social, political or economic instability; •acts of war and terrorism; •natural disasters or other crises; •reduced protection of intellectual property rights in some countries; •increases in duties and taxation; and •restrictions on transfer of funds and/or exchange of currencies; expropriation of assets; and other adverse changes in policies, including monetary, tax and/or lending policies, relating to foreign investment or foreign trade by our host countries. |
Although no single supplier and no one country controls a majority of our production needs, any of the following could materially and adversely affect our ability to produce or deliver our products and, as a result, have a material adverse effect on our business, financial condition, and results of operations: •political or labor instability in countries where our facilities, contractors, and suppliers are located; •political or military conflict, which could cause a delay in the transportation of raw materials and products to us and an increase in transportation costs; •heightened terrorism security concerns, which could subject imported or exported goods to additional, more frequent or more lengthy inspections, leading to delays in deliveries or impoundment of goods for extended periods or could result in decreased scrutiny by customs officials for counterfeit goods, leading to lost sales, increased costs for our anti-counterfeiting measures and damage to the reputation of our brands; •disease epidemics and health-related concerns, such as the H1N1 virus, bird flu, SARS, mad cow, and hoof-and-mouth disease outbreaks in recent years, which could result in closed factories, reduced workforces, scarcity of raw materials, and scrutiny or embargo of our goods produced in infected areas; •imposition of regulations and quotas relating to imports and our ability to adjust timely to changes in trade regulations, which, among other things, could limit our ability to produce products in cost-effective countries that have the labor and expertise needed; •imposition of duties, taxes and other charges on imports; and •imposition or the repeal of laws that affect intellectual property rights. |
Potential risks and uncertainties that could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied by forward-looking statements in this Annual Report on Form 10-K include, but are not limited to, the overall level of consumer spending on our products; general economic conditions and other factors affecting consumer confidence; disruption and volatility in the global capital and credit markets; the financial strength of the Company’s customers; the Company’s ability to implement its reformation and growth strategy, including its ability to organically grow each of its historical product lines; the ability of the Company to identify potential acquisition or investment opportunities as part of its redeployment and diversification strategy; the Company’s ability to successfully redeploy its capital into diversifying assets or that any such redeployment will result in the Company’s future profitability; the Company’s exposure to product liability of product warranty claims and other loss contingencies; stability of the Company’s manufacturing facilities and foreign suppliers; the Company’s ability to protect trademarks, patents and other intellectual property rights; fluctuations in the price, availability and quality of raw materials and contracted products as well as foreign currency fluctuations; our ability to utilize our net operating loss carryforwards; and legal, regulatory, political and economic risks in international markets. |
Restricted Stock Awards: On August 11, 2014, the Company issued and granted to an employee a restricted stock award of 300 restricted shares under the 2005 Plan, of which (i) 50 restricted shares vested and become nonforteitable on August 25, 2014; (ii) 205 restricted shares were to vest and become nonforteitable as follows: (A) 45 restricted shares were to vest if, on or before June 30, 2017, the Fair Market Value (as defined in the Plan) of the Company’s common stock shall have equaled or exceeded $15.00 per share for five consecutive trading days; (B) 80 restricted shares were to vest if, on or before December 31, 2019, the Fair Market Value of the Company’s common stock shall have equaled or exceeded $20.00 per share for five consecutive trading days; (C) 80 restricted shares were to vest if, on or before December 31, 2019, the Fair Market Value of the Company’s common stock shall have equaled or exceeded $22.00 per share for five consecutive trading days; and (iii) 15 restricted shares were to vest and become nonforfeitable on each of December 31, 2015, December 31, 2016 and December 31, 2017. |
Date: March 15, 2016 By:/s/ Aaron J. Kuehne Aaron J. Kuehne, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Name Title /s/ Warren B. Kanders Executive Chairman and Director (Principal Executive Officer) Warren B. Kanders /s/ Robert R. Schiller Executive Vice Chairman and Director Robert R. Schiller /s/ Aaron J. Kuehne Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Aaron J. Kuehne /s/ Donald L. House Director Donald L. House /s/ Nicholas Sokolow Director Nicholas Sokolow /s/ Michael A. Henning Director Michael A. Henning BLACK DIAMOND, INC. EXHIBIT INDEX Exhibit Number Exhibit 10.15 Second Amendment dated as of March 11, 2016, to Second Amended and Restated Loan Agreement, dated as of October 31, 2014 and as amended by the First Amendment to the Second Amended and Restated Loan Agreement dated November 9, 2015, by and among Zions First National Bank, a national banking association, as Lender, and Black Diamond, Inc.; Black Diamond Equipment, Ltd.; Black Diamond Retail, Inc.; Everest/Sapphire Acquisition, LLC; BD North American Holdings, LLC, PIEPS Service, LLC; and BD European Holdings, LLC, as Borrowers. |
International operations, including manufacturing and sourcing operations (and the international operations of our customers), are subject to inherent risks which could adversely affect us, including, among other things: •protectionist policies restricting or impairing the manufacturing, sales or import and export of our products; •new restrictions on access to markets; •lack of developed infrastructure; •inflation or recession; •devaluations or fluctuations in the value of currencies; •changes in and the burdens and costs of compliance with a variety of foreign laws and regulations, including tax laws, accounting standards, environmental laws and occupational health and safety laws; •social, political or economic instability; •acts of war and terrorism; •natural disasters or other crises; •reduced protection of intellectual property rights in some countries; •increases in duties and taxation; and •restrictions on transfer of funds and/or exchange of currencies; expropriation of assets; and other adverse changes in policies, including monetary, tax and/or lending policies, relating to foreign investment or foreign trade by our host countries. |
Although no single supplier and no one country controls a majority of our production needs, any of the following could materially and adversely affect our ability to produce or deliver our products and, as a result, have a material adverse effect on our business, financial condition, and results of operations: •political or labor instability in countries where our facilities, contractors, and suppliers are located; •political or military conflict, which could cause a delay in the transportation of raw materials and products to us and an increase in transportation costs; •heightened terrorism security concerns, which could subject imported or exported goods to additional, more frequent or more lengthy inspections, leading to delays in deliveries or impoundment of goods for extended periods or could result in decreased scrutiny by customs officials for counterfeit goods, leading to lost sales, increased costs for our anti-counterfeiting measures and damage to the reputation of our brands; •disease epidemics and health-related concerns, such as the H1N1 virus, bird flu, SARS, mad cow, and hoof-and-mouth disease outbreaks in recent years, which could result in closed factories, reduced workforces, scarcity of raw materials, and scrutiny or embargo of our goods produced in infected areas; •imposition of regulations and quotas relating to imports and our ability to adjust timely to changes in trade regulations, which, among other things, could limit our ability to produce products in cost-effective countries that have the labor and expertise needed; •imposition of duties, taxes and other charges on imports; and •imposition or the repeal of laws that affect intellectual property rights. |
Potential risks and uncertainties that could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied by forward-looking statements in this Annual Report on Form 10-K include, but are not limited to, the overall level of consumer spending on our products; general economic conditions and other factors affecting consumer confidence; disruption and volatility in the global capital and credit markets; the financial strength of the Company’s customers; the Company’s ability to implement its growth strategy, including its ability to organically grow each of its historical product lines, its new apparel line and its recently acquired businesses; the results of the Company’s review of strategic alternatives; the Company’s ability to successfully integrate and grow acquisitions; the Company’s exposure to product liability of product warranty claims and other loss contingencies; stability of the Company’s manufacturing facilities and foreign suppliers; the Company’s ability to protect trademarks, patents and other intellectual property rights; fluctuations in the price, availability and quality of raw materials and contracted products; foreign currency fluctuations; our ability to utilize our net operating loss carryforwards; and legal, regulatory, political and economic risks in international markets. |
Restricted Stock Awards: On August 11, 2014, the Company issued and granted to an employee a restricted stock award of 300 restricted shares under the 2005 Plan, of which (i) 50 restricted shares vested and become nonforteitable on August 25, 2014; (ii) 205 restricted shares will vest and become nonforteitable as follows: (A) 45 restricted shares will vest if, on or before June 30, 2017, the Fair Market Value (as defined in the Plan) of the Company’s common stock shall have equaled or exceeded $15.00 per share for five consecutive trading days; (B) 80 restricted shares will vest if, on or before December 31, 2019, the Fair Market Value of the Company’s common stock shall have equaled or exceeded $20.00 per share for five consecutive trading days; (C) 80 restricted shares will vest if, on or before December 31, 2019, the Fair Market Value of the Company’s common stock shall have equaled or exceeded $22.00 per share for five consecutive trading days; and (iii) 15 restricted shares will vest and become nonforfeitable on each of December 31, 2015, December 31, 2016 and December 31, 2017. |
International operations, including manufacturing and sourcing operations (and the international operations of our customers), are subject to inherent risks which could adversely affect us, including, among other things: ·protectionist policies restricting or impairing the manufacturing, sales or import and export of our products; ·new restrictions on access to markets; ·lack of developed infrastructure; ·inflation or recession; ·devaluations or fluctuations in the value of currencies; ·changes in and the burdens and costs of compliance with a variety of foreign laws and regulations, including tax laws, accounting standards, environmental laws and occupational health and safety laws; ·social, political or economic instability; ·acts of war and terrorism; ·natural disasters or other crises; ·reduced protection of intellectual property rights in some countries; ·increases in duties and taxation; and ·restrictions on transfer of funds and/or exchange of currencies; expropriation of assets; and other adverse changes in policies, including monetary, tax and/or lending policies, relating to foreign investment or foreign trade by our host countries. |
Although no single supplier and no one country controls a majority of our production needs, any of the following could materially and adversely affect our ability to produce or deliver our products and, as a result, have a material adverse effect on our business, financial condition, and results of operations: ·political or labor instability in countries where our facilities, contractors, and suppliers are located; ·political or military conflict, which could cause a delay in the transportation of raw materials and products to us and an increase in transportation costs; ·heightened terrorism security concerns, which could subject imported or exported goods to additional, more frequent or more lengthy inspections, leading to delays in deliveries or impoundment of goods for extended periods or could result in decreased scrutiny by customs officials for counterfeit goods, leading to lost sales, increased costs for our anti-counterfeiting measures and damage to the reputation of our brands; ·disease epidemics and health-related concerns, such as the H1N1 virus, bird flu, SARS, mad cow, and hoof-and-mouth disease outbreaks in recent years, which could result in closed factories, reduced workforces, scarcity of raw materials, and scrutiny or embargo of our goods produced in infected areas; ·imposition of regulations and quotas relating to imports and our ability to adjust timely to changes in trade regulations, which, among other things, could limit our ability to produce products in cost-effective countries that have the labor and expertise needed; ·imposition of duties, taxes and other charges on imports; and ·imposition or the repeal of laws that affect intellectual property rights. |
Potential risks and uncertainties that could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied by forward-looking statements in this Annual Report on Form 10-K include, but are not limited to, the overall level of consumer spending on our products; general economic conditions and other factors affecting consumer confidence; disruption and volatility in the global capital and credit markets; the financial strength of the Company's customers; the Company's ability to implement its growth strategy, including its ability to organically grow each of its historical product lines, its new apparel line and its recently acquired businesses; the Company's ability to successfully integrate and grow acquisitions; the timing and results of the Company’s exploration of strategic alternatives to monetize its Gregory Mountain Products business; the Company's exposure to product liability of product warranty claims and other loss contingencies; stability of the Company's manufacturing facilities and foreign suppliers; the Company's ability to protect trademarks and other intellectual property rights; fluctuations in the price, availability and quality of raw materials and contracted products; foreign currency fluctuations; our ability to utilize our net operating loss carryforwards; and legal, regulatory, political and economic risks in international markets. |
Date: March 4, 2014 By:/s/ Aaron J. Kuehne Aaron J. Kuehne, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Name Title /s/ Warren B. Kanders Executive Chairman and Director Warren B. Kanders /s/ Robert R. Schiller Executive Vice Chairman and Director Robert R. Schiller /s/ Peter Metcalf Chief Executive Officer, President and Director (Principal Executive Officer) Peter Metcalf /s/ Aaron J. Kuehne Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Aaron J. Kuehne /s/ Donald L. House Director Donald L. House /s/ Nicholas Sokolow Director Nicholas Sokolow /s/ Michael A. Henning Director Michael A. Henning /s/ Philip N. Duff Director Phillip N. Duff BLACK DIAMOND, INC. EXHIBIT INDEX Exhibit Number Exhibit 10.34 First Amendment dated as of February 28, 2014, to Amended and Restated Loan Agreement, dated effective as of March 8, 2013, by and among Zions First National Bank, a national banking association, as Lender, and Black Diamond, Inc.; Black Diamond Equipment, Ltd.; Black Diamond Retail, Inc.; Everest/Sapphire Acquisition, LLC; Gregory Mountain Products, LLC; POC USA, LLC; PIEPS Service, LLC; and BD European Holdings, LLC, as Borrowers. |
International operations, including manufacturing and sourcing operations (and the international operations of our customers), are subject to inherent risks which could adversely affect us, including, among other things: •protectionist policies restricting or impairing the manufacturing, sales or import and export of our products; •new restrictions on access to markets; •lack of developed infrastructure; •inflation or recession; •devaluations or fluctuations in the value of currencies; •changes in and the burdens and costs of compliance with a variety of foreign laws and regulations, including tax laws, accounting standards, environmental laws and occupational health and safety laws; •social, political or economic instability; •acts of war and terrorism; •natural disasters or other crises; •reduced protection of intellectual property rights in some countries; •increases in duties and taxation; and •restrictions on transfer of funds and/or exchange of currencies; expropriation of assets; and other adverse changes in policies, including monetary, tax and/or lending policies, relating to foreign investment or foreign trade by our host countries. |
Although no single supplier and no one country controls a majority of our production needs, any of the following could materially and adversely affect our ability to produce or deliver our products and, as a result, have a material adverse effect on our business, financial condition, and results of operations: •political or labor instability in countries where our facilities, contractors, and suppliers are located; •political or military conflict, which could cause a delay in the transportation of raw materials and products to us and an increase in transportation costs; •heightened terrorism security concerns, which could subject imported or exported goods to additional, more frequent or more lengthy inspections, leading to delays in deliveries or impoundment of goods for extended periods or could result in decreased scrutiny by customs officials for counterfeit goods, leading to lost sales, increased costs for our anti-counterfeiting measures and damage to the reputation of our brands; •disease epidemics and health-related concerns, such as the H1N1 virus, bird flu, SARS, mad cow, and hoof-and-mouth disease outbreaks in recent years, which could result in closed factories, reduced workforces, scarcity of raw materials, and scrutiny or embargo of our goods produced in infected areas; •imposition of regulations and quotas relating to imports and our ability to adjust timely to changes in trade regulations, which, among other things, could limit our ability to produce products in cost-effective countries that have the labor and expertise needed; •imposition of duties, taxes and other charges on imports; and •imposition or the repeal of laws that affect intellectual property rights. |
Potential risks and uncertainties that could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied by forward-looking statements in this Annual Report on Form 10-K include, but are not limited to, the overall level of consumer spending on our products; general economic conditions and other factors affecting consumer confidence; disruption and volatility in the global capital and credit markets; the financial strength of the Company's customers; the Company's ability to implement its growth strategy; the Company's ability to successfully integrate and grow acquisitions; the Company's exposure to product liability of product warranty claims and other loss contingencies; stability of the Company's manufacturing facilities and foreign suppliers; the Company's ability to protect trademarks and other intellectual property rights; fluctuations in the price, availability and quality of raw materials and contracted products; foreign currency fluctuations; our ability to utilize our net operating loss carryforwards; and legal, regulatory, political and economic risks in international markets. |
Date: March 12, 2013 By:/s/ Robert Peay Robert Peay, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Name Title /s/ Warren B. Kanders Executive Chairman and Director Warren B. Kanders /s/ Robert R. Schiller Executive Vice Chairman and Director Robert R. Schiller /s/ Peter Metcalf Chief Executive Officer, President and Director (Principal Executive Peter Metcalf Officer) /s/ Robert Peay Chief Financial Officer (Principal Financial Officer and Principal Robert Peay Accounting Officer) /s/ Donald L. House Director Donald L. House /s/ Nicholas Sokolow Director Nicholas Sokolow /s/ Michael A. Henning Director Michael A. Henning /s/ Philip N. Duff Director Phillip N. Duff BLACK DIAMOND, INC. EXHIBIT INDEX Exhibit Number Exhibit 10.35 Amended and Restated Loan Agreement, effective as of March 8, 2013, by and among Zions First National Bank, a national banking association, as Lender, and Black Diamond, Inc.; Black Diamond Equipment, Ltd.; Black Diamond Retail, Inc.; Everest/Sapphire Acquisition, LLC; Gregory Mountain Products, LLC; POC USA, LLC; Pieps Corporation; PIEPS Service, LLC; and BD European Holdings, LLC, as Borrowers. |
International operations, including manufacturing and sourcing operations (and the international operations of our customers), are subject to inherent risks which could adversely affect us, including, among other things: •protectionist policies restricting or impairing the manufacturing, sales or import and export of our products; •new restrictions on access to markets; •lack of developed infrastructure; •inflation or recession; •devaluations or fluctuations in the value of currencies; •changes in and the burdens and costs of compliance with a variety of foreign laws and regulations, including tax laws, accounting standards, environmental laws and occupational health and safety laws; •social, political or economic instability; •acts of war and terrorism; •natural disasters or other crises; •reduced protection of intellectual property rights in some countries; •increases in duties and taxation; and •restrictions on transfer of funds and/or exchange of currencies; expropriation of assets; and other adverse changes in policies, including monetary, tax and/or lending policies, relating to foreign investment or foreign trade by our host countries. |
Although no single supplier and no one country controls a majority of our production needs, any of the following could materially and adversely affect our ability to produce or deliver our products and, as a result, have a material adverse effect on our business, financial condition and results of operations: •political or labor instability in countries where our facilities, contractors and suppliers are located; •political or military conflict, which could cause a delay in the transportation of raw materials and products to us and an increase in transportation costs; •heightened terrorism security concerns, which could subject imported or exported goods to additional, more frequent or more lengthy inspections, leading to delays in deliveries or impoundment of goods for extended periods or could result in decreased scrutiny by customs officials for counterfeit goods, leading to lost sales, increased costs for our anti-counterfeiting measures and damage to the reputation of our brands; •disease epidemics and health-related concerns, such as the H1N1 virus, bird flu, SARS, mad cow and hoof-and-mouth disease outbreaks in recent years, which could result in closed factories, reduced workforces, scarcity of raw materials and scrutiny or embargo of our goods produced in infected areas; •imposition of regulations and quotas relating to imports and our ability to adjust timely to changes in trade regulations, which, among other things, could limit our ability to produce products in cost-effective countries that have the labor and expertise needed; •imposition of duties, taxes and other charges on imports; and •imposition or the repeal of laws that affect intellectual property rights. |
Potential risks and uncertainties that could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied by forward-looking statements in this Annual Report on Form 10-K include, but are not limited to, the overall level of consumer spending on our products; general economic conditions and other factors affecting consumer confidence; disruption and volatility in the global capital and credit markets; the financial strength of the Company's customers; the Company's ability to implement its growth strategy; the Company's ability to successfully integrate and grow acquisitions; the Company's ability to maintain the strength and security of its information technology systems; stability of the Company's manufacturing facilities and foreign suppliers; the Company's ability to protect trademarks and other intellectual property rights; fluctuations in the price, availability and quality of raw materials and contracted products; foreign currency fluctuations; our ability to utilize our net operating loss carryforwards; and legal, regulatory, political and economic risks in international markets. |
International operations, including manufacturing and sourcing operations (and the international operations of our customers), are subject to inherent risks which could adversely affect us, including, among other things: · protectionist policies restricting or impairing the manufacturing, sales or import and export of our products; · new restrictions on access to markets; · lack of developed infrastructure; · inflation or recession; · devaluations or fluctuations in the value of currencies; · changes in and the burdens and costs of compliance with a variety of foreign laws and regulations, including tax laws, accounting standards, environmental laws and occupational health and safety laws; · social, political or economic instability; · acts of war and terrorism; · natural disasters or other crises; · reduced protection of intellectual property rights in some countries; · increases in duties and taxation; and · restrictions on transfer of funds and/or exchange of currencies; expropriation of assets; and other adverse changes in policies, including monetary, tax and/or lending policies, encouraging foreign investment or foreign trade by our host countries. |
Although no single supplier and no one country is critical to our production needs, any of the following could materially and adversely affect our ability to produce or deliver our products and, as a result, have a material adverse effect on our business, financial condition and results of operations: · political or labor instability in countries where our facilities, contractors and suppliers are located; · political or military conflict, which could cause a delay in the transportation of raw materials and products to us and an increase in transportation costs; · heightened terrorism security concerns, which could subject imported or exported goods to additional, more frequent or more lengthy inspections, leading to delays in deliveries or impoundment of goods for extended periods or could result in decreased scrutiny by customs officials for counterfeit goods, leading to lost sales, increased costs for our anti-counterfeiting measures and damage to the reputation of its brands; · disease epidemics and health-related concerns, such as the H1N1 virus, bird flu, SARS, mad cow and hoof-and-mouth disease outbreaks in recent years, which could result in closed factories, reduced workforces, scarcity of raw materials and scrutiny or embargo of ours goods produced in infected areas; · imposition of regulations and quotas relating to imports and our ability to adjust timely to changes in trade regulations, which, among other things, could limit our ability to produce products in cost-effective countries that have the labor and expertise needed; · imposition of duties, taxes and other charges on imports; and · imposition or the repeal of laws that affect intellectual property rights. |
Potential risks and uncertainties that could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied by forward-looking statements in this Annual Report on Form 10-K include the overall level of consumer spending on our products; general economic conditions and other factors affecting consumer confidence; disruption and volatility in the global capital and credit markets; the financial strength of the Company's customers; the Company's ability to implement its growth strategy; the Company's ability to successfully integrate and grow acquisitions; the Company's ability to maintain the strength and security of its information technology systems; stability of the Company's manufacturing facilities and foreign suppliers; the Company's ability to protect trademarks and other intellectual property rights; fluctuations in the price, availability and quality of raw materials and contracted products; foreign currency fluctuations; our ability to utilize our net operating loss carryforwards; and legal, regulatory, political and economic risks in international markets. |
On May 28, 2010, the Company entered into a transition agreement (the “Transition Agreement”) with Kanders & Company, which provides for, among other things, (i) assumption by Kanders & Company of the Company’s obligations accrued after May 28, 2010 under the Stamford lease; (ii) the reimbursement of Kanders & Company by the Company for its assumption of the Company’s remaining lease obligations and any related cancellation fees in an amount equal to $1,295, which is comprised of the Company’s 75% pro rata portion of any such remaining lease obligations and any related cancellation fees; (iii) the indemnification by Kanders & Company of the Company’s lease obligations and any related cancellation fees accruing after May 28, 2010; (iv) the retention of Kanders & Company and payment by the Company to Kanders & Company of an immediate fee of $1,061 for severance payments and transition services subsequent to the closing of the acquisitions of BDEL and GMP through March 31, 2011; and (v) the indemnification of Kanders & Company for any liability resulting from the transition services it provides to the Company. |
CLARUS CORPORATION Date: March 15, 2010 By:/s/ Philip A. Baratelli Philip A. Baratelli Chief Financial Officer Signature Title Date /s/ Warren B. Kanders Executive Chairman of the March 15, 2010 Warren B. Kanders Board of Directors (principal executive officer) /s/ Philip A. Baratelli Chief Financial Officer March 15, 2010 Philip A. Baratelli (principal financial officer and principal accounting officer) /s/ Donald L. House Director March 15, 2010 Donald L. House /s/ Burtt R. Ehrlich Director March 15, 2010 Burtt R. Ehrlich /s/ Nicholas Sokolow Director March 15, 2010 Nicholas Sokolow REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders of Clarus Corporation: Under date of March 15, 2010, we reported on the consolidated balance sheets of Clarus Corporation and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders' equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2009, which are included in the 2009 annual report on Form 10-K of Clarus Corporation. |
CLARUS CORPORATION Date: March 7, 2008 By: /s/ Philip A. Baratelli Philip A. Baratelli Chief Financial Officer Signature Title Date /s/ Warren B. Kanders Executive Chairman of the Board of Directors March 7, 2008 Warren B. Kanders (principal executive officer) /s/ Philip A. Baratelli Chief Financial Officer March 7, 2008 Philip A. Baratelli (principal financial officer) /s/ Donald L. House Director March 7, 2008 Donald L. House /s/ Burtt R. Ehrlich Director March 7, 2008 Burtt R. Ehrlich /s/ Nicholas Sokolow Director March 7, 2008 Nicholas Sokolow - 50 - REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders of Clarus Corporation: Under date of March 7, 2008, we reported on the consolidated balance sheets of Clarus Corporation and subsidiaries as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders' equity and comprehensive loss, and cash flows for each of the years in the three-year period ended December 31, 2007, which are included in the Clarus Corporation 2007 Annual Report on Form 10-K. |
The Noncompetition Agreement we entered into with Epicor provides that for a period of five years after the closing of the Asset Sale (December 6, 2002), neither we nor any of our affiliated entities are permitted, directly or indirectly, anywhere in the world: (i) to engage in any business that competes with the business of developing, marketing and supporting Internet-based business-to-business, electronic commerce solutions that automate the procurement, sourcing and settlement of goods and services including through the eProcurement, Sourcing, View (for eProcurement), eTour (for eProcurement), ClarusNET and Settlement software products and all improvements and variations of these products; (ii) to attempt to persuade any customer or vendor of Epicor to cease to do business with Epicor or reduce the amount of business being conducted with Epicor; (iii) to solicit the business of any customer or vendor of Epicor, if the solicitation could cause a reduction in the amount of business that Epicor does with the customer or vendor; or (iv) to hire, solicit for employment or encourage to leave the employment of Epicor any person who was an employee of Epicor within 90 days before the closing of the Asset Sale. |
The Noncompetition Agreement we entered into with Epicor provides that for a period of five years after the closing of the Asset Sale (December 6, 2002), neither we nor any of our affiliated entities are permitted, directly or indirectly, anywhere in the world: (i) to engage in any business that competes with the business of developing, marketing and supporting Internet-based business-to-business, electronic commerce solutions that automate the procurement, sourcing and settlement of goods and services including through the eProcurement, Sourcing, View (for eProcurement), eTour (for eProcurement), ClarusNET and Settlement software products and all improvements and variations of these products; (ii) to attempt to persuade any customer or vendor of Epicor to cease to do business with Epicor or reduce the amount of business being conducted with Epicor; (iii) to solicit the business of any customer or vendor of Epicor, if the solicitation could cause a reduction in the amount of business that Epicor does with the customer or vendor; or (iv) to hire, solicit for employment or encourage to leave the employment of Epicor any person who was an employee of Epicor within 90 days before the closing of the Asset Sale. |
The following is a reconciliation of the components of the accrual for restructuring and related costs, the amounts charged against the accrual during 2005, 2004 and 2003 and the balance of the accrual as of December 31, 2005 (in thousands): Employee Facility Separation Closing Total Restructuring Costs Costs and Related Costs ---------- -------- -------------- Balance at December 31, 2002 $ 927 $ 137 $1,064 Accruals during 2003 223 27 250 Expenditures during 2003 1,025 59 1,084 ------ ------ ------ Balance at December 31, 2003 125 105 230 Accruals during 2004 -- 33 33 Expenditures during 2004 125 65 190 ------ ------ ------ Balance at December 31, 2004 -- 73 73 Accruals during 2005 -- -- -- Expenditures during 2005 -- 56 56 ------ ------ ------ Balance at December 31, 2005 $ -- $ 17 $ 17 ====== ====== ====== COMPARISON OF RESULTS OF OPERATIONS BETWEEN THE YEARS ENDED DECEMBER 31, 2005 AND 2004 On December 6, 2002, the Company completed the disposition of substantially all its operating assets, and the Company is now evaluating alternative ways to redeploy its assets into new businesses. |
Years Ended December 31, 2005, 2004 and 2003 (In Thousands) Total Deferred Stockholders' Comprehensive Compensation Equity Loss ------------ ------ --------- BALANCES, December 31,2002 $ (65) $ 89,360 $ -- Exercise of stock options -- 1,656 -- Issuance of restricted shares, net of amortization (3,363) 287 -- Issuance of shares under employee stock purchase plan -- 10 -- Net loss -- (4,331) (4,331) Decrease in foreign currency translation adjustment -- (78) (78) Decrease in unrealized gain on marketable securities -- (85) (85) -------- Total comprehensive loss (4,494) - ------------------------------------------------------------- ======== BALANCES, December 31, 2003 (3,428) 86,819 -- Exercise of stock options -- 454 -- Issuance of restricted shares, net of amortization (317) 583 -- Net loss -- (2,889) (2,889) Decrease in unrealized gain on marketable securities -- (113) (113) -------- Total comprehensive loss (3,002) - ------------------------------------------------------------- ======== BALANCES, December 31, 2004 (3,745) 84,854 -- Exercise of stock options -- 2,594 -- Issuance of restricted shares, net of amortization 685 410 -- Net loss -- (1,291) (1,291) Increase in unrealized gain on marketable securities -- 42 42 -------- Total comprehensive loss $ (1,249) - ------------------------------------------------------------- ======== BALANCES, December 31,2005 $ (3,060) $ 86,609 ============================================================= See accompanying notes to consolidated financial statements. |
The following is a reconciliation of the components of the accrual for restructuring and related costs, the amounts charged against the accrual during 2005, 2004 and 2003 and the balance of the accrual as of December 31, 2005 (in thousands): Employee Facility Separation Closing Total Restructuring Costs Costs and Related Costs ------ ------ ------ Balance at December 31, 2002 $ 927 $ 137 $1,064 Accruals during 2003 223 27 250 Expenditures during 2003 1,025 59 1,084 ------ ------ ------ Balance at December 31, 2003 125 105 230 Accruals during 2004 -- 33 33 Expenditures during 2004 125 65 190 ------ ------ ------ Balance at December 31, 2004 -- 73 73 Accruals during 2005 -- -- -- Expenditures during 2005 -- 56 56 ------ ------ ------ Balance at December 31, 2005 $ -- $ 17 $ 17 ====== ====== ====== For the years ended December 31, 2005, 2004 and 2003, the restructuring and related costs were classified in the Company's consolidated statements of operations as follows (in thousands): YEAR ENDED DECEMBER 31, ------------ 2005 2004 2003 ------ ---- ---- General and administrative $ -- $ 33 $250 ------ ---- ---- Total $ -- $ 33 $250 ====== ==== ==== 6. |
The Noncompetition Agreement we entered into with Epicor provides that for a period of five years after the closing of the Asset Sale (December 6, 2002), neither we nor any of our affiliated entities are permitted, directly or indirectly, anywhere in the world: (i) to engage in any business that competes with the business of developing, marketing and supporting Internet-based business-to-business, electronic commerce solutions that automate the procurement, sourcing and settlement of goods and services including through the eProcurement, Sourcing, View (for eProcurement), eTour (for eProcurement), ClarusNET, and Settlement software products and all improvements and variations of these products; (ii) to attempt to persuade any customer or vendor of Epicor to cease to do business with Epicor or reduce the amount of business being conducted with Epicor; (iii) to solicit the business of any customer or vendor of Epicor, if the solicitation could cause a reduction in the amount of business that Epicor does with the customer or vendor; or (iv) to hire, solicit for employment or encourage to leave the employment of Epicor any person who was an employee of Epicor within 90 days before the closing of the Asset Sale. |
The Noncompetition Agreement we entered into with Epicor provides that for a period of five years after the closing of the Asset Sale (December 6, 2002), neither we nor any of our affiliated entities are permitted, directly or indirectly, anywhere in the world: (i) to engage in any business that competes with the business of developing, marketing and supporting Internet-based business-to-business, electronic commerce solutions that automate the procurement, sourcing and settlement of goods and services including through the eProcurement, Sourcing, View (for eProcurement), eTour (for eProcurement), ClarusNET, and Settlement software products and all improvements and variations of these products; (ii) to attempt to persuade any customer or vendor of Epicor to cease to do business with Epicor or reduce the amount of business being conducted with Epicor; (iii) to solicit the business of any customer or vendor of Epicor, if the solicitation could cause a reduction in the amount of business that Epicor does with the customer or vendor; or (iv) to hire, solicit for employment or encourage to leave the employment of Epicor any person who was an employee of Epicor within 90 days before the closing of the Asset Sale. |
The Noncompetition Agreement we entered into with Epicor at closing will provide that for a period of five years after the closing of the Asset Sale (December 6, 2002), neither we nor any of our affiliated entities will, directly or indirectly, anywhere in the world: (i) engage in any business that competes with the business of developing, marketing and supporting Internet-based business-to-business, electronic commerce solutions that automate the procurement, sourcing and settlement of goods and services including through the eProcurement, Sourcing, View (for eProcurement), eTour (for eProcurement), ClarusNET, and Settlement software products and all improvements and variations of these products; (ii) attempt to persuade any customer or vendor of Epicor to cease to do business with Epicor or reduce the amount of business being conducted with Epicor; (iii) solicit the business of any customer or vendor of Epicor, if the solicitation could cause a reduction in the amount of business that Epicor does with the customer or vendor; or (iv) hire, solicit for employment or encourage to leave the employment of Epicor any person who is then an employee of Epicor or was an employee of Epicor within the previous 90 days before the closing of the Asset Sale. |
CLARUS CORPORATION Date: March 31, 2003 By: /s/ Nigel P. Ekern ------------------------------------ Nigel P. Ekern Chief Administrative Officer CERTIFICATION I, Nigel P. Ekern, certify that: I have reviewed this annual report on Form 10-K of Clarus Corporation; Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors: all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
Date: March 31, 2003 /s/ Nigel P. Ekern Principal Executive Officer CERTIFICATION I, Gregory D. Fletcher, certify that: I have reviewed this annual report on Form 10-K of Clarus Corporation; Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors: all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
CLARUS CORPORATION Date: March 21, 2002 By: /s/ STEPHEN P. JEFFERY ----------------------------- Stephen P. Jeffery Chairman, Chief Executive Officer and President Name Title Date ---- ----- ---- /s/ STEPHEN P. JEFFERY Chairman, Chief Executive March 21, 2002 - ----------------------------- Officer, President Stephen P. Jeffery (principal executive officer) and Director /s/ JAMES J. MCDEVITT Chief Financial Officer March 21, 2002 - ----------------------------- (principal financial and James J. McDevitt accounting officer) /s/ TENCH COXE Director March 21, 2002 - ----------------------------- Tench Coxe /s/ TODD HEWLIN Director March 21, 2002 - ----------------------------- Todd Hewlin /s/ DONALD L. HOUSE Director March 21, 2002 - ----------------------------- Donald L. House /s/ MARK A. JOHNSON Director March 21, 2002 - ----------------------------- Mark A. Johnson /s/ SAID MOHAMMADIOUN Director March 21, 2002 - ----------------------------- Said Mohammadioun /s/ BRADY L. RACKLEY, III Director March 21, 2002 - ----------------------------- Brady L. Rackley, III Schedule II Valuation and Qualifying Accounts Clarus Corporation and Subsidiaries For the years ended December 31, 2001, 2000, and 1999 Allowance for Doubtful Accounts, Valuation Allowance for Deferred Income Tax Assets and Restructuring and Related Charges - -------- (a) Deductions related to the allowance for doubtful accounts represent the write-off of uncollectible accounts receivable balances against the allowance for doubtful accounts. |
The components of the income tax expense (benefit) for each of the years in the three-year period ended December 31, 2000 are as follows (in thousands): Year ended December 31, ----------------------------------- 2000 1999 1998 ---------- -------- -------- Current: Federal $ -- $ -- $ 98 State -- -- 12 Foreign -- -- -- --------- -------- -------- -- -- 110 --------- -------- -------- Deferred: Federal (16,216) (1,473) (98) State (2,700) (173) (12) Foreign (1,863) -- -- --------- -------- -------- (20,779) (1,646) (110) Change in valuation allowance for deferred income taxes 20,779 1,646 110 ---------- -------- -------- $ -- $ -- $ -- ========== ======== ======== The following is a summary of the items that caused recorded income taxes to differ from income taxes computed using the statutory federal income tax rate of 34% for the three years ended December 31, 2000: Deferred income tax assets and liabilities are determined based on the difference between the financial accounting and tax bases of assets and liabilities. |
Such statements should be evaluated in the context of the direct and indirect risks and uncertainties inherent in the Company’s business including, but not necessarily limited to, the Company’s continued dependence on certain significant customers; the continued market acceptance of products and services offered by the Company and its customers; pricing pressures from the Company’s customers, suppliers and the market; the activities of competitors, some of which may have greater financial or other resources than the Company; the variability of the Company’s operating results; the results of long-lived assets impairment testing; the ability to achieve the expected benefits of acquisitions; the collection of aged account receivables; the variability of the Company’s customers’ requirements; the availability and cost of necessary components and materials; the ability of the Company and its customers to keep current with technological changes within its industries; regulatory compliance, including conflict minerals; the continued availability and sufficiency of the Company’s credit arrangements, including the phase-out of LIBOR; the ability to meet the Company’s financial covenant; changes in U.S., Mexican, Chinese, Vietnamese or Taiwanese regulations affecting the Company’s business; the turmoil in the global economy and financial markets; the spread of COVID-19 (commonly known as “Coronavirus”) which has threatened the Company’s financial stability by causing a decrease in consumer revenues, caused a disruption to the Company’s global supply chain, caused plant closings or reduced operations thus reducing output at those facilities; the stability of the U.S., Mexican, Chinese, Vietnamese and Taiwanese economic, labor and political systems and conditions; currency exchange fluctuations; and the ability of the Company to manage its growth. |
Such statements should be evaluated in the context of the direct and indirect risks and uncertainties inherent in the Company’s business including, but not necessarily limited to, the Company’s continued dependence on certain significant customers; the continued market acceptance of products and services offered by the Company and its customers; pricing pressures from the Company’s customers, suppliers and the market; the activities of competitors, some of which may have greater financial or other resources than the Company; the variability of the Company’s operating results; the results of long-lived assets impairment testing; the ability to achieve the expected benefits of acquisitions; the collection of aged account receivables; the variability of the Company’s customers’ requirements; the availability and cost of necessary components and materials; the ability of the Company and its customers to keep current with technological changes within its industries; regulatory compliance, including conflict minerals; the continued availability and sufficiency of the Company’s credit arrangements, including the phase-out of LIBOR; the ability to meet the Company’s financial covenant; changes in U.S., Mexican, Chinese, Vietnamese or Taiwanese regulations affecting the Company’s business; the turmoil in the global economy and financial markets; the spread of COVID-19 (commonly known as “Coronavirus”) which has threatened the Company’s financial stability by causing a decrease in consumer revenues, caused a disruption to the Company’s global supply chain, caused plant closings or reduced operations thus reducing output at those facilities; the stability of the U.S., Mexican, Chinese, Vietnamese and Taiwanese economic, labor and political systems and conditions; currency exchange fluctuations; and the ability of the Company to manage its growth. |
SIGMATRON INTERNATIONAL, INC. By: /s/ Gary R. Fairhead Gary R. Fairhead, President and Chief Executive Officer, Principal Executive Officer and Director Dated: August 12, 2020 KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of SigmaTron International, Inc., a Delaware corporation, which is filing an Annual Report on Form 10-K with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934 as amended, hereby constitute and appoint Gary R. Fairhead and Linda K. Frauendorfer, and each of them, each of their true and lawful attorneys-in fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in all capacities, to sign any or all amendments to the report to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as each of them might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
Signature Title Date /s/ Gary R. Fairhead Chairman of the Board of Directors, August 12, 2020 Gary R. Fairhead President and Chief Executive Officer, (Principal Executive Officer) and Director /s/ Linda K. Frauendorfer Chief Financial Officer, Secretary and Treasurer August 12, 2020 Linda K. Frauendorfer (Principal Financial Officer and Principal Accounting Officer) and Director /s/ Thomas W. Rieck Director August 12, 2020 Thomas W. Rieck /s/ Dilip S. Vyas Director August 12, 2020 Dilip S. Vyas /s/ Paul J. Plante Director August 12, 2020 Paul J. Plante /s/ Barry R. Horek Director August 12, 2020 Barry R. Horek /s/ Bruce J. Mantia Director August 12, 2020 Bruce J. Mantia Page SigmaTron International, Inc. and Subsidiaries REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS CONSOLIDATED STATEMENTS OF OPERATIONS CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY CONSOLIDATED STATEMENTS OF CASH FLOWS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Stockholders and Board of Directors SigmaTron International, Inc. Elk Grove Village, Illinois Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of SigmaTron International, Inc. (the “Company”) as of April 30, 2020 and 2019, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). |
SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2020 and 2019 NOTE I - ACCRUED EXPENSES AND WAGES Accrued expenses consist of the following at April 30: Accrued wages consist of the following at April 30: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2020 and 2019 NOTE J - INCOME TAX U.S. and foreign income before income tax expense (benefit) for the fiscal years ended April 30 are as follows: Income Tax Provision The income tax expense for the fiscal years ended April 30 consists of the following: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2020 and 2019 NOTE J - INCOME TAX - Continued Income Tax Provision - Continued The difference between the income tax expense and the amounts computed by applying the statutory Federal income tax rates to income before tax expense for the fiscal years ended April 30 are as follows: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2020 and 2019 NOTE J - INCOME TAX - Continued Deferred Tax Assets and Liabilities Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. |
SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2020 and 2019 NOTE M - LEASES - Continued The following table presents lease assets and liabilities and their balance sheet classification: The components of lease expense for the fiscal year ended April 30, 2020, are as follows: The weighted average lease term and discount rates are as follows: April 30, Operating Leases: Weighted average remaining lease term (months) 52.7 Weighted average discount rate 3.8% Finance Leases: Weighted average remaining lease term (months) 26.27 Weighted average discount rate 7.4% SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2020 and 2019 NOTE M - LEASES - Continued Future payments due under leases reconciled to lease liabilities are as follows: Supplemental disclosures of cash flow information related to leases as of fiscal year ended April 30, 2020 are as follows: The future minimum lease payments due under operating and capital leases and sale leaseback arrangements under the previous leases standard as of April 30, 2019, were as follows: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2020 and 2019 NOTE N - STOCK COMPENSATION AND EQUITY TRANSACTIONS The Company has stock option plans (“Option Plans”) under which certain employees and non-employee directors may acquire shares of common stock. |
Such statements should be evaluated in the context of the risks and uncertainties inherent in the Company’s business including, but not necessarily limited to, the Company’s continued dependence on certain significant customers; the continued market acceptance of products and services offered by the Company and its customers; pricing pressures from the Company’s customers, suppliers and the market; the activities of competitors, some of which may have greater financial or other resources than the Company; the variability of our operating results; the impairment of long-lived assets; the variability of our customers’ requirements; the availability and cost of necessary components and materials; the ability of the Company and our customers to keep current with technological changes within our industries; regulatory compliance, including conflict minerals; the continued availability and sufficiency of our credit arrangements; changes in U.S., Mexican, Chinese, Vietnamese or Taiwanese regulations affecting the Company’s business; the turmoil in the global economy and financial markets; the stability of the U.S., Mexican, Chinese, Vietnamese and Taiwanese economic, labor and political systems and conditions; the impact of tariffs; currency exchange fluctuations; and the ability of the Company to manage its growth. |
Such statements should be evaluated in the context of the risks and uncertainties inherent in the Company’s business including, but not necessarily limited to, the Company’s continued dependence on certain significant customers; the continued market acceptance of products and services offered by the Company and its customers; pricing pressures from the Company’s customers, suppliers and the market; the activities of competitors, some of which may have greater financial or other resources than the Company; the variability of our operating results; the impairment of long-lived assets; the variability of our customers’ requirements; the availability and cost of necessary components and materials; the ability of the Company and our customers to keep current with technological changes within our industries; regulatory compliance, including conflict minerals; the continued availability and sufficiency of our credit arrangements; changes in U.S., Mexican, Chinese, Vietnamese or Taiwanese regulations affecting the Company’s business; the turmoil in the global economy and financial markets; the stability of the U.S., Mexican, Chinese, Vietnamese and Taiwanese economic, labor and political systems and conditions; the impacts of tariffs; currency exchange fluctuations; and the ability of the Company to manage its growth. |
SIGMATRON INTERNATIONAL, INC. By: /s/ Gary R. Fairhead Gary R. Fairhead, President and Chief Executive Officer, Principal Executive Officer and Director Dated: July 24, 2019 KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of SigmaTron International, Inc., a Delaware corporation, which is filing an Annual Report on Form 10-K with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934 as amended, hereby constitute and appoint Gary R. Fairhead and Linda K. Frauendorfer, and each of them, each of their true and lawful attorneys-in fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in all capacities, to sign any or all amendments to the report to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as each of them might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
Signature Title Date /s/ Gary R. Fairhead Chairman of the Board of Directors, July 24, 2019 Gary R. Fairhead President and Chief Executive Officer, (Principal Executive Officer) and Director /s/ Linda K. Frauendorfer Chief Financial Officer, Secretary and Treasurer July 24, 2019 Linda K. Frauendorfer (Principal Financial Officer and Principal Accounting Officer) and Director /s/ Thomas W. Rieck Director July 24, 2019 Thomas W. Rieck /s/ Dilip S. Vyas Director July 24, 2019 Dilip S. Vyas /s/ Paul J. Plante Director July 24, 2019 Paul J. Plante /s/ Barry R. Horek Director July 24, 2019 Barry R. Horek /s/ Bruce J. Mantia Director July 24, 2019 Bruce J. Mantia Page SigmaTron International, Inc. and Subsidiaries REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS CONSOLIDATED STATEMENTS OF OPERATIONS CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY CONSOLIDATED STATEMENTS OF CASH FLOWS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Stockholders and Board of Directors SigmaTron International, Inc. Elk Grove Village, Illinois Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Sigmatron International, Inc. and subsidiaries (the “Company”) as of April 30, 2019 and 2018, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). |
The effect of the revisions on the Company’s previously issued consolidated statements of cash flows for the year ended April 30, 2018 are as follows: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2019 and 2018 NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued Revision of Previously Issued Financial Statements - Continued The effects of the revisions on the line items within the Company’s unaudited condensed consolidated statements of cash flows for the three month periods ended July 31, 2018 and 2017, six month periods ended October 31, 2018 and 2017, and nine month periods ended January 31, 2019 and 2018 are as follows: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2019 and 2018 NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued Revision of Previously Issued Financial Statements - Continued New Accounting Standards In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. |
NOTE I - ACCRUED EXPENSES AND WAGES Accrued expenses consist of the following at April 30: Accrued wages consist of the following at April 30: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2019 and 2018 NOTE J - INCOME TAX U.S. and foreign income (loss) before income tax expense (benefit) for the fiscal years ended April 30 are as follows: Income Tax Provision The income tax expense (benefit) for the fiscal years ended April 30 consists of the following: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2019 and 2018 NOTE J - INCOME TAX - Continued Income Tax Provision - Continued The difference between the income tax expense (benefit) and the amounts computed by applying the statutory Federal income tax rates to income before tax expense for the fiscal years ended April 30 are as follows: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2019 and 2018 NOTE J - INCOME TAX - Continued Deferred Tax Assets and Liabilities Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. |
Such statements should be evaluated in the context of the risks and uncertainties inherent in the Company’s business including, but not necessarily limited to, the Company’s continued dependence on certain significant customers; the continued market acceptance of products and services offered by the Company and its customers; pricing pressures from the Company’s customers, suppliers and the market; the activities of competitors, some of which may have greater financial or other resources than the Company; the variability of our operating results; the results of long-lived assets and goodwill impairment testing; the variability of our customers’ requirements; the availability and cost of necessary components and materials; the ability of the Company and our customers to keep current with technological changes within our industries; regulatory compliance, including conflict minerals; the continued availability and sufficiency of our credit arrangements; changes in U.S., Mexican, Chinese, Vietnamese or Taiwanese regulations affecting the Company’s business; the turmoil in the global economy and financial markets; the stability of the U.S., Mexican, Chinese, Vietnamese and Taiwanese economic, labor and political systems and conditions; currency exchange fluctuations; and the ability of the Company to manage its growth. |
Such statements should be evaluated in the context of the risks and uncertainties inherent in the Company’s business including, but not necessarily limited to, the Company’s continued dependence on certain significant customers; the continued market acceptance of products and services offered by the Company and its customers; pricing pressures from the Company’s customers, suppliers and the market; the activities of competitors, some of which may have greater financial or other resources than the Company; the variability of our operating results; the results of long-lived assets and goodwill impairment testing; the variability of our customers’ requirements; the availability and cost of necessary components and materials; the ability of the Company and our customers to keep current with technological changes within our industries; regulatory compliance, including conflict minerals; the continued availability and sufficiency of our credit arrangements; changes in U.S., Mexican, Chinese, Vietnamese or Taiwanese regulations affecting the Company’s business; the turmoil in the global economy and financial markets; the stability of the U.S., Mexican, Chinese, Vietnamese and Taiwanese economic, labor and political systems and conditions; currency exchange fluctuations; and the ability of the Company to manage its growth. |
SIGMATRON INTERNATIONAL, INC. By: /s/ Gary R. Fairhead Gary R. Fairhead, President and Chief Executive Officer, Principal Executive Officer and Director Dated: July 24, 2018 KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of SigmaTron International, Inc., a Delaware corporation, which is filing an Annual Report on Form 10-K with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934 as amended, hereby constitute and appoint Gary R. Fairhead and Linda K. Frauendorfer, and each of them, each of their true and lawful attorneys-in fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in all capacities, to sign any or all amendments to the report to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as each of them might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
Signature Title Date /s/ Gary R. Fairhead Chairman of the Board of Directors, July 24, 2018 Gary R. Fairhead President and Chief Executive Officer, (Principal Executive Officer) and Director /s/ Linda K. Frauendorfer Chief Financial Officer, Secretary and Treasurer July 24, 2018 Linda K. Frauendorfer (Principal Financial Officer and Principal Accounting Officer) and Director /s/ Thomas W. Rieck Director July 24, 2018 Thomas W. Rieck /s/ Dilip S. Vyas Director July 24, 2018 Dilip S. Vyas /s/ Paul J. Plante Director July 24, 2018 Paul J. Plante /s/ Barry R. Horek Director July 24, 2018 Barry R. Horek /s/ Bruce J. Mantia Director July 24, 2018 Bruce J. Mantia Page SigmaTron International, Inc. and Subsidiaries REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS CONSOLIDATED STATEMENTS OF OPERATIONS CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY CONSOLIDATED STATEMENTS OF CASH FLOWS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders SigmaTron International, Inc. Elk Grove Village, Illinois Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Sigmatron International, Inc. (the “Company”) and subsidiaries as of April 30, 2018 and 2017, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). |
SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2018 and 2017 NOTE I - ACCRUED EXPENSES AND WAGES Accrued expenses consist of the following at April 30: Accrued wages consist of the following at April 30: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2018 and 2017 NOTE J - INCOME TAX U.S. and foreign (loss) income before income tax (benefit) expense for the years ended April 30 are as follows: Income Tax Provision The income tax (benefit) expense for the years ended April 30 consists of the following: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2018 and 2017 NOTE J - INCOME TAX - Continued Income Tax Provision - Continued The difference between the income tax (benefit) expense and the amounts computed by applying the statutory Federal income tax rates to income before tax expense for the years ended April 30 are as follows: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2018 and 2017 NOTE J - INCOME TAX - Continued Deferred Tax Assets and Liabilities Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. |
Such statements should be evaluated in the context of the risks and uncertainties inherent in the Company’s business including, but not necessarily limited to, the Company’s continued dependence on certain significant customers; the continued market acceptance of products and services offered by the Company and its customers; pricing pressures from the Company’s customers, suppliers and the market; the activities of competitors, some of which may have greater financial or other resources than the Company; the variability of our operating results; the results of long-lived assets and goodwill impairment testing; the variability of our customers’ requirements; the availability and cost of necessary components and materials; the ability of the Company and our customers to keep current with technological changes within our industries; regulatory compliance, including conflict minerals; the continued availability and sufficiency of our credit arrangements; changes in U.S., Mexican, Chinese, Vietnamese or Taiwanese regulations affecting the Company’s business; the turmoil in the global economy and financial markets; the stability of the U.S., Mexican, Chinese, Vietnamese and Taiwanese economic, labor and political systems and conditions; currency exchange fluctuations; and the ability of the Company to manage its growth. |
Such statements should be evaluated in the context of the risks and uncertainties inherent in the Company’s business including, but not necessarily limited to, the Company’s continued dependence on certain significant customers; the continued market acceptance of products and services offered by the Company and its customers; pricing pressures from the Company’s customers, suppliers and the market; the activities of competitors, some of which may have greater financial or other resources than the Company; the variability of our operating results; the results of long-lived assets and goodwill impairment testing; the variability of our customers’ requirements; the availability and cost of necessary components and materials; the ability of the Company and our customers to keep current with technological changes within our industries; regulatory compliance, including conflict minerals; the continued availability and sufficiency of our credit arrangements; changes in U.S., Mexican, Chinese, Vietnamese or Taiwanese regulations affecting the Company’s business; the turmoil in the global economy and financial markets; the stability of the U.S., Mexican, Chinese, Vietnamese and Taiwanese economic, labor and political systems and conditions; currency exchange fluctuations; and the ability of the Company to manage its growth. |
SIGMATRON INTERNATIONAL, INC. By: /s/ Gary R. Fairhead Gary R. Fairhead, President and Chief Executive Officer, Principal Executive Officer and Director Dated: July 24, 2017 KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of SigmaTron International, Inc., a Delaware corporation, which is filing an Annual Report on Form 10-K with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934 as amended, hereby constitute and appoint Gary R. Fairhead and Linda K. Frauendorfer, and each of them, each of their true and lawful attorneys-in fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in all capacities, to sign any or all amendments to the report to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as each of them might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
Signature Title Date /s/ Gary R. Fairhead Chairman of the Board of Directors, July 24, 2017 Gary R. Fairhead President and Chief Executive Officer, (Principal Executive Officer) and Director /s/ Linda K. Frauendorfer Chief Financial Officer, Secretary and Treasurer July 24, 2017 Linda K. Frauendorfer (Principal Financial Officer and Principal Accounting Officer) and Director /s/ Thomas W. Rieck Director July 24, 2017 Thomas W. Rieck /s/ Dilip S. Vyas Director July 24, 2017 Dilip S. Vyas /s/ Paul J. Plante Director July 24, 2017 Paul J. Plante /s/ Barry R. Horek Director July 24, 2017 Barry R. Horek /s/ Bruce J. Mantia Director July 24, 2017 Bruce J. Mantia Page SigmaTron International, Inc. and Subsidiaries REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS CONSOLIDATED STATEMENTS OF INCOME CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY CONSOLIDATED STATEMENTS OF CASH FLOWS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders SigmaTron International, Inc. Elk Grove Village, Illinois We have audited the accompanying consolidated balance sheets of SigmaTron International, Inc. as of April 30, 2017 and 2016 and the related consolidated statements of income, changes in stockholders' equity, and cash flows for the years then ended. |
SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2017 and 2016 NOTE I - ACCRUED EXPENSES AND WAGES Accrued expenses consist of the following at April 30: Accrued wages consist of the following at April 30: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2017 and 2016 NOTE J - INCOME TAX U.S. and foreign income before income tax expense for the years ended April 30 are as follows: Income Tax Provision The income tax provision for the years ended April 30 consists of the following: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2017 and 2016 NOTE J - INCOME TAX - Continued Income Tax Provision - Continued The difference between the income tax provision and the amounts computed by applying the statutory Federal income tax rates to income before tax expense for the years ended April 30 are as follows: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2017 and 2016 NOTE J - INCOME TAX - Continued Deferred Tax Assets and Liabilities Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. |
Such statements should be evaluated in the context of the risks and uncertainties inherent in the Company’s business including, but not necessarily limited to, the Company’s continued dependence on certain significant customers; the continued market acceptance of products and services offered by the Company and its customers; pricing pressures from the Company’s customers, suppliers and the market; the activities of competitors, some of which may have greater financial or other resources than the Company; the variability of our operating results; the results of long-lived assets and goodwill impairment testing; the variability of our customers’ requirements; the availability and cost of necessary components and materials; the ability of the Company and our customers to keep current with technological changes within our industries; regulatory compliance, including conflict minerals; the continued availability and sufficiency of our credit arrangements; changes in U.S., Mexican, Chinese, Vietnamese or Taiwanese regulations affecting the Company’s business; the turmoil in the global economy and financial markets; the stability of the U.S., Mexican, Chinese, Vietnamese and Taiwanese economic, labor and political systems and conditions; currency exchange fluctuations; and the ability of the Company to manage its growth. |
Such statements should be evaluated in the context of the risks and uncertainties inherent in the Company’s business including, but not necessarily limited to, the Company’s continued dependence on certain significant customers; the continued market acceptance of products and services offered by the Company and its customers; pricing pressures from the Company’s customers, suppliers and the market; the activities of competitors, some of which may have greater financial or other resources than the Company; the variability of our operating results; the results of long-lived assets and goodwill impairment testing; the variability of our customers’ requirements; the availability and cost of necessary components and materials; the ability of the Company and our customers to keep current with technological changes within our industries; regulatory compliance, including conflict minerals; the continued availability and sufficiency of our credit arrangements; changes in U.S., Mexican, Chinese, Vietnamese or Taiwanese regulations affecting the Company’s business; the turmoil in the global economy and financial markets; the stability of the U.S., Mexican, Chinese, Vietnamese and Taiwanese economic, labor and political systems and conditions; currency exchange fluctuations; and the ability of the Company to manage its growth. |
SIGMATRON INTERNATIONAL, INC. By: /s/ Gary R. Fairhead Gary R. Fairhead, President and Chief Executive Officer, Principal Executive Officer and Director Dated: July 29, 2016 KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of SigmaTron International, Inc., a Delaware corporation, which is filing an Annual Report on Form 10-K with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934 as amended, hereby constitute and appoint Gary R. Fairhead and Linda K. Frauendorfer, and each of them, each of their true and lawful attorneys-in fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in all capacities, to sign any or all amendments to the report to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as each of them might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
Signature Title Date /s/ Gary R. Fairhead Chairman of the Board of Directors, July 29, 2016 Gary R. Fairhead President and Chief Executive Officer, (Principal Executive Officer) and Director /s/ Linda K. Frauendorfer Chief Financial Officer, Secretary and Treasurer July 29, 2016 Linda K. Frauendorfer (Principal Financial Officer and Principal Accounting Officer) and Director /s/ Thomas W. Rieck Director July 29, 2016 Thomas W. Rieck /s/ Dilip S. Vyas Director July 29, 2016 Dilip S. Vyas /s/ Paul J. Plante Director July 29, 2016 Paul J. Plante /s/ Barry R. Horek Director July 29, 2016 Barry R. Horek /s/ Bruce J. Mantia Director July 29, 2016 Bruce J. Mantia Page SigmaTron International, Inc. and Subsidiaries REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS CONSOLIDATED STATEMENTS OF INCOME CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY CONSOLIDATED STATEMENTS OF CASH FLOWS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders SigmaTron International, Inc. Elk Grove Village, Illinois We have audited the accompanying consolidated balance sheets of SigmaTron International, Inc. as of April 30, 2016 and 2015 and the related consolidated statements of income, changes in stockholders' equity and cash flows for the years then ended. |
SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2016 and 2015 NOTE I - ACCRUED EXPENSES AND WAGES Accrued expenses consist of the following at April 30: Accrued wages consist of the following at April 30: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2016 and 2015 NOTE J - INCOME TAX U.S. and foreign income (loss) before income tax expense for the years ended April 30 are as follows: Provision (benefit) for Income Taxes The income tax provision (benefit) for the years ended April 30 consists of the following: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2016 and 2015 NOTE J - INCOME TAX - Continued Provision (benefit) for Income Taxes - Continued The difference between the income tax provision (benefit) and the amounts computed by applying the statutory Federal income tax rates to income before tax expense for the years ended April 30 are as follows: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2016 and 2015 NOTE J - INCOME TAX - Continued Deferred Tax Assets and Liabilities Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. |
Such statements should be evaluated in the context of the risks and uncertainties inherent in the Company’s business including, but not necessarily limited to, the Company’s continued dependence on certain significant customers; the continued market acceptance of products and services offered by the Company and its customers; pricing pressures from the Company’s customers, suppliers and the market; the activities of competitors, some of which may have greater financial or other resources than the Company; the variability of our operating results; the results of long-lived assets and goodwill impairment testing; the variability of our customers’ requirements; the availability and cost of necessary components and materials; the ability of the Company and our customers to keep current with technological changes within our industries; regulatory compliance, including conflict minerals; the continued availability and sufficiency of our credit arrangements; changes in U.S., Mexican, Chinese, Vietnamese or Taiwanese regulations affecting the Company’s business; the turmoil in the global economy and financial markets; the stability of the U.S., Mexican, Chinese, Vietnamese and Taiwanese economic, labor and political systems and conditions; currency exchange fluctuations; and the ability of the Company to manage its growth. |
Such statements should be evaluated in the context of the risks and uncertainties inherent in the Company’s business including, but not necessarily limited to, the Company’s continued dependence on certain significant customers; the continued market acceptance of products and services offered by the Company and its customers; pricing pressures from the Company’s customers, suppliers and the market; the activities of competitors, some of which may have greater financial or other resources than the Company; the variability of our operating results; the results of long-lived assets and goodwill impairment testing; the variability of our customers’ requirements; the availability and cost of necessary components and materials; the ability of the Company and our customers to keep current with technological changes within our industries; regulatory compliance, including conflict minerals; the continued availability and sufficiency of our credit arrangements; changes in U.S., Mexican, Chinese, Vietnamese or Taiwanese regulations affecting the Company’s business; the turmoil in the global economy and financial markets; the stability of the U.S., Mexican, Chinese, Vietnamese and Taiwanese economic, labor and political systems and conditions; currency exchange fluctuations; and the ability of the Company to manage its growth. |
SIGMATRON INTERNATIONAL, INC. By: /s/ Gary R. Fairhead Gary R. Fairhead, President and Chief Executive Officer, Principal Executive Officer and Director Dated: July 24, 2015 KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of SigmaTron International, Inc., a Delaware corporation, which is filing an Annual Report on Form 10-K with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934 as amended, hereby constitute and appoint Gary R. Fairhead and Linda K. Frauendorfer, and each of them, each of their true and lawful attorneys-in fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in all capacities, to sign any or all amendments to the report to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as each of them might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
Signature Title Date /s/ Gary R. Fairhead Chairman of the Board of Directors, July 24, 2015 Gary R. Fairhead President and Chief Executive Officer, (Principal Executive Officer) and Director /s/ Linda K. Frauendorfer Chief Financial Officer, Secretary and Treasurer July 24 2015 Linda K. Frauendorfer (Principal Financial Officer and Principal Accounting Officer) and Director /s/ Thomas W. Rieck Director July 24, 2015 Thomas W. Rieck /s/ Dilip S. Vyas Director July 24, 2015 Dilip S. Vyas /s/ Paul J. Plante Director July 24, 2015 Paul J. Plante /s/ Barry R. Horek Director July 24, 2015 Barry R. Horek /s/ Bruce J. Mantia Director July 24, 2015 Bruce J. Mantia Page SigmaTron International, Inc. and Subsidiaries REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS CONSOLIDATED STATEMENTS OF INCOME CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY CONSOLIDATED STATEMENTS OF CASH FLOWS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Financial statement schedules are omitted because they are not applicable or required. |
SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2015 and 2014 NOTE H - ACCRUED EXPENSES AND WAGES Accrued expenses consist of the following at April 30: Accrued wages consist of the following at April 30: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2015 and 2014 NOTE I - INCOME TAX U.S. and foreign income (loss) before income tax expense for the years ended April 30 are as follows: Provision (benefit) for Income Taxes The income tax provision (benefit) for the years ended April 30 consists of the following: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2015 and 2014 NOTE I - INCOME TAX - Continued Provision (benefit) for Income Taxes - Continued The difference between the income tax provision (benefit) and the amounts computed by applying the statutory Federal income tax rates to income before tax expense for the years ended April 30 are as follows: SigmaTron International, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED April 30, 2015 and 2014 NOTE I - INCOME TAX - Continued Deferred Tax Assets and Liabilities Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. |
Subsets and Splits
No community queries yet
The top public SQL queries from the community will appear here once available.