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þ
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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DELAWARE
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94-3021850
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(State
of incorporation)
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(I.R.S.
Employer Identification No.)
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Large
accelerated filer o
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Accelerated
filer þ
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Non-accelerated
filer o
(Do not check if a smaller reporting company)
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Smaller
reporting company o
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PART
1
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||
Page
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||
Item
1.
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Business
|
3
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Item
1A.
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Risk
Factors
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9
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Item
1B.
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Unresolved
Staff Comment Letters
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10
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Item
2.
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Properties
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10
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Item
3.
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Legal
Proceedings
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10
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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10
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PART
II
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||
Item
5.
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Market
for the Registrant’s Common Equity, Related Stockholder Matter and Issuer
Purchase of Equity Securities
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12
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Item
6.
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Selected
Financial Data
|
13
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Item
7.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operation
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14
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Item
8.
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Financial
Statements and Supplementary Data
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23
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Item
9.
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Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosures
|
46
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Item
9A.
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Control
and Procedures
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46
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Item
9B.
|
Other
Information
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48
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PART
III
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||
Item
10.
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Directors,
Executive Officers, Promoters and Control Persons of the
Registrant
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49
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Item
11.
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Executive
Compensation
|
49
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Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management
|
49
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Item
13.
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Certain
Relationship and Related Transactions
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49
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Item
14.
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Principal
Accounting Fees and Services
|
49
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PART
IV
|
||
Item
15.
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Exhibits
and Financial Schedule
|
50
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Exhibit
Index
|
51
|
|
Signatures
|
54
|
·
|
Overview
|
·
|
Products
|
·
|
Many
of our products meet the lighting efficiency standards mandated for
the
year 2020.
|
·
|
Our
products qualify for tax incentives for commercial and residential
consumers in certain states.
|
·
|
Our
products make use of proprietary optical systems that enable high
efficiencies.
|
·
|
Certain
utility companies have embraced our technology as an energy-efficient
alternative and are promoting our EFO products to their
customers.
|
·
|
Our
products are presently in use in U.S. Navy ships. Installation was
completed in 2007 on one ship, and two others were completed in 2006.
|
·
|
The
heat source of the lighting fixtures usually is physically separated
from
the lamps, providing a “cool” light. This unique feature has special
application in grocery stores, where reduction of food spoilage and
melting due to heat is an important goal. In 2007, Southern California
Edison confirmed that our patented product “EFO-Ice” used only 25% of the
energy of comparable fluorescent lighting systems and 33% of the
energy of
comparable LED systems.
|
·
|
Our
products have been featured in magazines and trade journals, including
LD+A, Architectural Lighting, Architectural Record, Display and Design
Ideas, and Visual Merchandising and Store Design.
|
Light Source
|
Number
equivalent
in 70-Watt
EFO
|
Total Watts
|
Estimated Energy
Savings
%
|
|||||||
70W
EFO HID accent light
|
1
|
70W
|
—
|
|||||||
26W
compact fluorescent down light
|
4
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104W
|
33
|
%
|
||||||
25W
ceramic metal halide accent light
|
5
|
125W
|
44
|
%
|
||||||
50W
MR-16 halogen accent light
|
8
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400W
|
83
|
%
|
||||||
60W
incandescent down light
|
7
|
420W
|
83
|
%
|
· |
Capitalize
on the growing need for low-cost, energy-efficient lighting systems.
We
intend to continue to devote significant resources to our product
development efforts to maximize the energy efficiency and quality
of our
lighting systems while reducing costs and enabling our customers
to meet
more stringent government regulations. Further, we plan to continue
to
develop new proprietary technologies and integrate new and potentially
more efficient lighting sources into our lighting
systems.
|
· |
Focus
on increased market penetration where the benefits of our technology
are
most compelling. We
intend to broaden the penetration of our products within retail and
supermarket operators, who share similar needs for highly efficient,
flexible accent lighting solutions. To reach our target markets,
we also
intend to focus our direct sales force of experienced lighting salespeople
on selected markets and niches.
|
· |
Develop
and expand strategic relationships. To
expedite the awareness of our EFO technology, we actively are pursuing
strategic relationships with distributors, lighting designers, and
contractors who distribute, recommend, and/or install lighting systems.
We
also are cultivating relationships with fixture manufacturers and
other
participants in the general lighting market. For example, we have
entered
into two strategic distribution relationships with TCP, Inc. and
Eco
Engineering to further enhance our penetration into certain broad-based
lighting markets. Additionally, we are in the final stages of completing
the Lighting Academy in Solon, Ohio, where lighting specialists,
designers
and installers will be able to attend courses on EFO lighting technology
and installation as well as view our energy-efficient technology
in a
variety of applications and
settings.
|
· |
multiple,
conflicting, and changing laws and regulations, export and import
restrictions, employment laws, regulatory requirements, and other
government approvals, permits, and
licenses;
|
· |
difficulties
and costs in staffing and managing foreign operations such as our
offices
in Germany and the United Kingdom;
|
· |
difficulties
and costs in recruiting and retaining individuals skilled in international
business operations;
|
· |
increased
costs associated with maintaining international marketing
efforts;
|
· |
potentially
adverse tax consequences; political and economic instability, including
wars, acts of terrorism, political unrest, boycotts, curtailments
of
trade, and other business restrictions;
and
|
· |
currency
fluctuations.
|
Name
|
Age
|
Current
Position and Business Experience
|
||
John
Davenport
|
62
|
Chief
Executive Office and Director
-
July 2005 to present. Chief Operating Officer - July 2003 to July
2005.
Vice President and Chief Technology Officer - November 1999 to July
2003.
Prior to joining Energy Focus, Mr. Davenport served as the president
of
Unison Fiber Optic Lighting Systems, LLC from 1998 to 1999. Before
that,
Mr. Davenport served at GE Lighting in various capacities for 25
years.
|
||
Nicholas Berchtold
|
41
|
Chief
Financial Officer and Vice President of Finance
-
July 31, 2007, to present. Prior to joining Energy Focus, Mr. Berchtold
was the division controller at Wellman Products Group, a division
of Hawk
Corporation, from 2000 to 2007, where he was responsible for global
financial reporting and analysis. Additionally, he served as the
corporate
assistant controller at Olympic Steel, Inc. from 1997 to
2000.
|
||
Roger
Buelow
|
35
|
Chief
Technology Officer, General Manager, and Vice President
-
July 2005 to present. Vice President Engineering from February 2003
to
July 2005. Prior to joining Energy Focus, Mr. Buelow was the director
of
engineering at Unison Fiber Optic Lighting Systems, LLC from 1998
to
1999.
|
||
Eric
Hilliard
|
40
|
Chief
Operating Officer
-
November 2006 to present. Business Manager at Saint Gobain - Flight
Structures Business from 2002 to 2006. Additionally, he served at
Goodrich
Aerospace Company and HJ Heinz Company for 7 years from 1994 to
2002
|
|
High
|
Low
|
|||||
First
quarter 2006
|
$
|
9.33
|
$
|
7.61
|
|||
Second
quarter 2006
|
9.09
|
6.91
|
|||||
Third
quarter 2006
|
8.85
|
6.75
|
|||||
Fourth
quarter 2006
|
7.95
|
5.42
|
|||||
First
quarter 2007
|
$
|
8.75
|
$
|
5.20
|
|||
Second
quarter 2007
|
7.52
|
5.60
|
|||||
Third
quarter 2007
|
7.85
|
4.60
|
|||||
Fourth
quarter 2007
|
9.95
|
4.80
|
YEARS
ENDED DECEMBER 31,
|
2007
|
|
2006
|
|
2005
|
|
2004
|
|
2003
|
|||||||
OPERATING
SUMMARY
|
||||||||||||||||
Net
sales
|
$
|
22,898
|
$
|
27,036
|
$
|
28,337
|
$
|
29,731
|
$
|
27,238
|
||||||
Gross
profit
|
6,282
|
7,785
|
10,626
|
11,511
|
10,341
|
|||||||||||
As
a percentage of net sales
|
27.4
|
%
|
28.8
|
%
|
37.5
|
%
|
38.7
|
%
|
38.0
|
%
|
||||||
Research
and development expenses
|
2,907
|
2,341
|
2,190
|
1,188
|
1,279
|
|||||||||||
As
a percentage of net sales
|
12.7
|
%
|
8.7
|
%
|
7.7
|
%
|
4.0
|
%
|
4.7
|
%
|
||||||
Sales
and marketing expenses
|
9,789
|
9,774
|
9,595
|
8,595
|
7,188
|
|||||||||||
As
a percentage of net sales
|
42.8
|
%
|
36.2
|
%
|
33.9
|
%
|
28.9
|
%
|
26.4
|
%
|
||||||
General
and administrative expenses
|
4,651
|
4,956
|
3,135
|
2,459
|
2,435
|
|||||||||||
As
a percentage of net sales
|
20.3
|
%
|
18.3
|
%
|
11.1
|
%
|
8.3
|
%
|
8.9
|
%
|
||||||
Restructure
expenses
|
456
|
734
|
3,120
|
—
|
—
|
|||||||||||
As
a percentage of net sales
|
2.0
|
%
|
2.7
|
%
|
11.0
|
%
|
—
|
%
|
—
|
%
|
||||||
Loss
before tax
|
(11,127
|
)
|
(9,537
|
)
|
(7,314
|
)
|
(762
|
)
|
(594
|
)
|
||||||
As
a percentage of net sales
|
(48.6
|
)%
|
(35.3
|
)%
|
(25.8
|
)%
|
(2.6
|
)%
|
(2.2
|
)%
|
||||||
Net
loss
|
(11,317
|
)
|
(9,650
|
)
|
(7,423
|
)
|
(704
|
)
|
(608
|
)
|
||||||
As
a percentage of net sales
|
(49.4
|
)%
|
(35.7
|
)%
|
(26.2
|
)%
|
(2.4
|
)%
|
(2.2
|
)%
|
||||||
Net
loss per share
|
||||||||||||||||
Basic
|
$
|
(.98
|
)
|
$
|
(0.85
|
)
|
$
|
(0.90
|
)
|
$
|
(0.10
|
)
|
$
|
(0.10
|
)
|
|
Diluted
|
$
|
(.98
|
)
|
$
|
(0.85
|
)
|
$
|
(0.90
|
)
|
$
|
(0.10
|
)
|
$
|
(0.10
|
)
|
|
Shares
used in per-share calculation:
|
||||||||||||||||
Basic
|
11,500
|
11,385
|
8,223
|
7,269
|
5,993
|
|||||||||||
Diluted
|
11,500
|
11,385
|
8,223
|
7,269
|
5,993
|
|||||||||||
FINANCIAL
POSITION SUMMARY
|
||||||||||||||||
Total
assets
|
$
|
28,869
|
$
|
40,592
|
$
|
46,209
|
$
|
27,018
|
$
|
24,119
|
||||||
Cash,
cash equivalents, and short-term
|
||||||||||||||||
investments
|
8,412
|
15,968
|
23,578
|
3,609
|
4,254
|
|||||||||||
Working
capital
|
12,512
|
22,410
|
31,530
|
14,541
|
12,449
|
|||||||||||
Credit
line borrowings
|
1,159
|
1,124
|
47
|
—
|
—
|
|||||||||||
Current
portion of Long-term borrowings
|
1,726
|
778
|
342
|
38
|
30
|
|||||||||||
Long-term
borrowings
|
314
|
1,862
|
1,089
|
484
|
521
|
|||||||||||
Shareholders’
equity
|
21,618
|
30,880
|
38,184
|
21,202
|
18,950
|
|||||||||||
Common
shares outstanding
|
11,623
|
11,394
|
11,270
|
7,351
|
6,317
|
Year
Ended December 31,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
EFO
|
$
|
7,011
|
$
|
5,316
|
$
|
3,645
|
||||
Traditional
Pool
|
9,002
|
11,958
|
14,744
|
|||||||
Traditional
Commercial Lighting
|
6,885
|
9,762
|
9,948
|
|||||||
Total
|
$
|
22,898
|
$
|
27,036
|
$
|
28,337
|
Year
Ended December 31,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
United
States Domestic
|
$
|
14,949
|
$
|
18,776
|
$
|
19,123
|
||||
Germany
|
3,136
|
2,998
|
3,399
|
|||||||
U.K.
|
4,265
|
4,817
|
4,775
|
|||||||
Others
|
548
|
445
|
1,040
|
|||||||
Total
Sales
|
$
|
22,898
|
$
|
27,036
|
$
|
28,337
|
|
|
Year ended December 31,
|
|
|||||||
|
|
2007
|
|
2006
|
|
2005
|
|
|||
|
|
(in thousands)
|
|
|||||||
Gross
R& D Expense
and Government
Reimbursement:
|
||||||||||
Gross
Expenses
for R&D
|
|
$
|
3,424
|
|
$
|
3,556
|
|
$
|
4,485
|
|
Deduct:
Incurred
and Accrued Credits
from Government
Contracts
|
|
(517
|
)
|
(1,215
|
)
|
(2,295
|
)
|
|||
Net
R&D Expenses
|
|
$
|
2,907
|
$
|
2,341
|
|
$
|
2,190
|
|
|
Total
Credits Received
and
Revenue Recognized on Government
Projects:
|
||||||||||
Incurred
and Accrued Credits from Government Contracts
|
$
|
517
|
$
|
1,215
|
$
|
2,295
|
||||
Revenue
Recognized for Completed Deliveries
|
542
|
1,979
|
—
|
|||||||
Net
Credits Received and Revenue
Recognized
|
$
|
1,059
|
$
|
3,194
|
$
|
2,295
|
Borrowings
by German
Subsidiary
|
Borrowings
under
Equipment
Term Loan
|
Non-
Cancelable
Operating
Leases
|
||||||||
2008
|
$
|
240
|
$
|
1,672
|
$
|
935
|
||||
2009
|
57
|
—
|
945
|
|||||||
2010
|
60
|
—
|
797
|
|||||||
2011
|
64
|
—
|
282
|
|||||||
Thereafter
|
133
|
—
|
297
|
|||||||
|
$
|
554
|
$
|
1,672
|
$
|
3,256
|
·
|
Revenue
recognition;
|
·
|
Allowances
for doubtful accounts, returns and
discounts;
|
·
|
Long-lived
assets;
|
·
|
Valuation
of inventories;
|
·
|
Accounting
for income taxes; and
|
·
|
Share-Based
compensation
|
·
|
Persuasive
evidence or an arrangement exists, e.g., a sales order, a purchase
order,
or a sales agreement.
|
·
|
Shipment
has occurred (the standard shipping term is F.O.B. ship point) or
services
provided on a percentage-of-completion basis or installation have
been
completed.
|
·
|
Price
to the buyer is fixed or determinable.
|
·
|
Collectibility
is reasonably assured.
|
·
|
All
sales made by the company to its customer base are non-contingent,
meaning
that they are not tied to that customer’s resale of
products.
|
·
|
Standard
terms of sale contain shipping terms of F.O.B. ship point, meaning
that
title is transferred when shipping
occurs.
|
·
|
There
are no automatic return provisions that allow the customer to return
the
product in the event that the product does not sell within a defined
timeframe.
|
·
|
Percentage-of-completion
method using the ratio of labor cost incurred to the total final
estimated
labor cost. Under this method, revenue recognized reflects the portion
of
anticipated revenue that has been earned.
|
·
|
product
sale at completion of installation
and
|
·
|
installation
service at completion of
installation
|
·
|
Allowance
for doubtful accounts for accounts receivable,
and
|
·
|
Allowance
for sales returns
|
Page
|
|
Report
of Independent Registered Public Accounting Firm
|
24
|
Consolidated
Balance Sheets as of December 31, 2007 and 2006
|
25
|
|
|
Consolidated
Statements Of Operations for the years ended December 31, 2007, 2006
and
2005
|
26
|
|
|
Consolidated
Statements of Comprehensive Income (Loss) for the years ended December
31,
2007, 2006 and 2005
|
27
|
|
|
Consolidated
Statements of Shareholders’ Equity for the years ended December 31, 2007,
2006,
and 2005
|
28
|
|
|
Consolidated
Statements of Cash Flows for the Years Ended December 31, 2007, 2006
and
2005
|
29
|
|
|
Notes
to Consolidated Financial Statements for December 31, 2007, 2006
and
2005
|
30
|
|
2007
|
2006
|
|||||
ASSETS
|
|||||||
Current
assets:
|
|
|
|||||
Cash
and cash equivalents
|
$
|
8,412
|
$
|
3,705
|
|||
Short-term
investments
|
—
|
12,263
|
|||||
Accounts
receivable, net of allowances for doubtful accounts of $698 in 2007
and
$355 in 2006
|
3,454
|
6,185
|
|||||
Inventories,
net
|
6,888
|
7,708
|
|||||
Prepaids
and other current assets
|
381
|
324
|
|||||
Total
current assets
|
19,135
|
30,185
|
|||||
Fixed
assets, net
|
5,316
|
5,978
|
|||||
Goodwill,
net
|
4,359
|
4,247
|
|||||
Other
assets
|
59
|
182
|
|||||
Total
assets
|
$
|
28,
869
|
$
|
40,592
|
|||
LIABILITIES
|
|||||||
Current
liabilities:
|
|
||||||
Accounts
payable
|
$
|
2,265
|
$
|
4,202
|
|||
Accruals
and other current liabilities
|
1,473
|
1,671
|
|||||
Credit
line borrowings
|
1,159
|
1,124
|
|||||
Current
portion of long-term bank borrowings
|
1,726
|
778
|
|||||
Total
current liabilities
|
6,623
|
7,775
|
|||||
Other
deferred liabilities
|
62
|
—
|
|||||
Deferred
tax liabilities
|
252
|
75
|
|||||
Long-term
bank borrowings
|
314
|
1,862
|
|||||
Total
liabilities
|
7,251
|
9,712
|
|||||
Commitments
and contingencies (Note 8).
|
|
||||||
SHAREHOLDERS’
EQUITY
|
|||||||
Preferred
stock, par value $0.0001 per share:
|
|
|
|||||
Authorized:
2,000,000 shares in 2007 and 2006
|
|
|
|||||
Issued
and outstanding: no shares in 2007and 2006
|
|
|
|||||
Common
stock, par value $0.0001 per share:
|
|
|
|||||
Authorized:
30,000,000 shares in 2007 and 2006
|
|
|
|||||
Issued
and outstanding: 11,623,000 shares in 2007 and 11,394,000 shares
in
2006
|
1
|
1
|
|||||
Additional
paid-in capital
|
55,682
|
53,841
|
|||||
Accumulated
other comprehensive income
|
815
|
601
|
|||||
Accumulated
deficit
|
(34,880
|
)
|
(23,563
|
)
|
|||
Total
shareholders’ equity
|
21,618
|
30,880
|
|||||
Total
liabilities and shareholders’ equity
|
$
|
28,869
|
$
|
40,592
|
2007
|
2006
|
2005
|
||||||||
Net
sales
|
$
|
22,898
|
$
|
27,036
|
$
|
28,337
|
||||
Cost
of sales
|
16,616
|
19,251
|
17,711
|
|||||||
Gross
profit
|
6,282
|
7,785
|
10,626
|
|||||||
Operating
expenses:
|
||||||||||
Gross
research and development
|
3,424
|
3,556
|
4,485
|
|||||||
Deduct
credits from government contracts
|
(517
|
)
|
(1,215
|
)
|
(2,295
|
)
|
||||
Net
research and development expense
|
2,907
|
2,341
|
2,190
|
|||||||
Sales
and marketing
|
9,789
|
9,774
|
9,595
|
|||||||
General
and administrative
|
4,651
|
4,956
|
3,135
|
|||||||
Restructuring
expenses
|
456
|
734
|
3,120
|
|||||||
Total
operating expenses
|
17,803
|
17,805
|
18,040
|
|||||||
Loss
from operations
|
(11,521
|
)
|
(10,020
|
)
|
(7,414
|
)
|
||||
Other
income (expense):
|
||||||||||
Other
income
|
110
|
—
|
1
|
|||||||
Interest
Income
|
605
|
760
|
138
|
|||||||
Interest
expense
|
(321
|
)
|
(277
|
)
|
(39
|
)
|
||||
Net
loss before income taxes
|
(11,127
|
)
|
(9,537
|
)
|
(7,314
|
)
|
||||
Income
tax provision
|
(190
|
)
|
(113
|
)
|
(109
|
)
|
||||
Net
loss
|
$
|
(11,317
|
)
|
$
|
(9,650
|
)
|
$
|
(7,423
|
)
|
|
Net
loss per share—basic and diluted
|
$
|
(0.98
|
)
|
$
|
(0.85
|
)
|
$
|
(0.90
|
)
|
|
Shares
used in per share calculation—basic and diluted
|
11,500
|
11,385
|
8,223
|
2007
|
|
2006
|
|
2005
|
||||||
Net
loss
|
$
|
(11,317
|
)
|
$
|
(9,650
|
)
|
$
|
(7,423
|
)
|
|
Other
comprehensive income:
|
||||||||||
Foreign
currency translation adjustments
|
283
|
507
|
(636
|
)
|
||||||
Net
unrealized (loss) gain on securities
|
(69
|
)
|
53
|
16
|
||||||
Comprehensive
loss
|
$
|
(11,103
|
)
|
$
|
(9,090
|
)
|
$
|
(8,043
|
)
|
Common
Stock
|
Additional
Paid-In
|
Unearned
Stock-Based
|
Notes
Receivable
from
|
Accumulated
Other
Comprehensive
|
Retained
Earnings
(Accumulated
|
||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Compensation
|
Shareholder
|
Income
|
Deficit)
|
Total
|
||||||||||||||||||
Balances,
December 31, 2004
|
7,351
|
$
|
1
|
$
|
27,520
|
$
|
(490
|
)
|
$
|
—
|
$
|
661
|
$
|
(6,490
|
)
|
$
|
21,202
|
||||||||
Issuance
of common stock S-3 Filing
|
2,952
|
22,174
|
22,174
|
||||||||||||||||||||||
Exercise
of common stock warrants
|
587
|
408
|
(62
|
)
|
346
|
||||||||||||||||||||
Issuance
of common stock under
|
|||||||||||||||||||||||||
employee
stock purchase plan
|
4
|
31
|
31
|
||||||||||||||||||||||
Exercise
of common stock options
|
376
|
2,131
|
2,131
|
||||||||||||||||||||||
Unearned
stock-based compensation
|
53
|
(53
|
)
|
—
|
|||||||||||||||||||||
Amortization
of unearned stock- based compensation
|
197
|
146
|
343
|
||||||||||||||||||||||
Net
unrealized gain on securities
|
16
|
16
|
|||||||||||||||||||||||
Foreign
currency translation adjustment
|
(636
|
)
|
(636
|
)
|
|||||||||||||||||||||
Net
loss
|
(7,423
|
)
|
(7,423
|
)
|
|||||||||||||||||||||
Balances,
December 31, 2005
|
11,270
|
$
|
1
|
$
|
52,514
|
$
|
(397
|
)
|
$
|
(62
|
)
|
$
|
41
|
$
|
(13,913
|
)
|
$
|
38,184
|
|||||||
Reclassification
of unearned
|
|||||||||||||||||||||||||
Stock-based
compensation upon
|
|||||||||||||||||||||||||
FAS
123R adoption
|
(397
|
)
|
397
|
—
|
|||||||||||||||||||||
Additional
Costs from 2005 S-3 Filing
|
(45
|
)
|
(45
|
)
|
|||||||||||||||||||||
Exercise
of common stock warrants
|
14
|
62
|
62
|
||||||||||||||||||||||
Exercise
of common stock options
|
106
|
563
|
563
|
||||||||||||||||||||||
Issuance
of common stock under employee stock purchase plan
|
4
|
26
|
26
|
||||||||||||||||||||||
Note
Receivable from shareholder
|
62
|
62
|
|||||||||||||||||||||||
Stock-based
compensation
|
1,118
|
1,118
|
|||||||||||||||||||||||
Net
unrealized gain on securities
|
53
|
53
|
|||||||||||||||||||||||
Foreign
currency translation adjustment
|
507
|
507
|
|||||||||||||||||||||||
Net
loss
|
(9,650
|
)
|
(9,650
|
)
|
|||||||||||||||||||||
Balances,
December 31, 2006
|
11,394
|
$
|
1
|
$
|
53,841
|
$
|
—
|
$
|
—
|
$
|
601
|
$
|
(23,563
|
)
|
$$
|
30,880
|
|||||||||
Exercise
of common stock warrants
|
86
|
295
|
295
|
||||||||||||||||||||||
Exercise
of common stock options
|
140
|
651
|
651
|
||||||||||||||||||||||
Issuance
of common stock under employee stock purchase
plan
|
3
|
18
|
18
|
||||||||||||||||||||||
Stock-based
compensation
|
877
|
877
|
|||||||||||||||||||||||
Net
unrealized loss on securities
|
(69
|
)
|
(69
|
)
|
|||||||||||||||||||||
Foreign
currency translation adjustment
|
283
|
283
|
|||||||||||||||||||||||
Net
loss
|
(11,317
|
)
|
(11,317
|
)
|
|||||||||||||||||||||
Balances,
December 31, 2007
|
11,623
|
$
|
1
|
$
|
55,682
|
$
|
—
|
$
|
—
|
$
|
815
|
$
|
(34,880
|
)
|
$
|
21,618
|
|
2007
|
2006
|
2005
|
|||||||
Cash
flows from operating activities:
|
|
|
|
|||||||
Net
loss
|
$
|
(11,317
|
)
|
$
|
(9,650
|
)
|
$
|
(7,423
|
)
|
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
||||||||
Depreciation
and amortization
|
1,236
|
1,197
|
1,145
|
|||||||
Provision
for doubtful accounts receivable
|
387
|
151
|
76
|
|||||||
Stock-based
compensation
|
877
|
1,118
|
345
|
|||||||
Unrealized
loss (gain) from marketable securities
|
69
|
(53
|
)
|
(16
|
)
|
|||||
Gain
on sale of fixed asset
|
(1
|
)
|
—
|
—
|
||||||
Deferred
Taxes
|
177
|
63
|
—
|
|||||||
Changes
in assets and liabilities:
|
|
|||||||||
Accounts
receivable, trade
|
2,411
|
127
|
722
|
|||||||
Inventories
|
947
|
351
|
363
|
|||||||
Prepaid
and other current assets
|
(54
|
)
|
558
|
(313
|
)
|
|||||
Other
assets
|
131
|
(99
|
)
|
56
|
||||||
Accounts
payable
|
(1,942
|
)
|
1,510
|
(257
|
)
|
|||||
Accruals
and other current liabilities
|
(423
|
)
|
(2,457
|
)
|
1,830
|
|||||
Total
|
3,815
|
2,466
|
3,951
|
|||||||
Net
cash used in operating activities
|
(7,502
|
)
|
(7,184
|
)
|
(3,472
|
)
|
||||
Cash
flows from investing activities:
|
|
|
||||||||
Sale
of short-term investments
|
49,441
|
114,595
|
27,767
|
|||||||
Purchase
of short-term investments
|
(37,090
|
)
|
(108,834
|
)
|
(45,768
|
)
|
||||
Proceeds
from sale of fixed assets
|
33
|
—
|
—
|
|||||||
Acquisition
of fixed assets
|
(542
|
)
|
(3,703
|
)
|
(1,920
|
)
|
||||
Net
cash provided by (used in) investing activities
|
11,842
|
2,058
|
(19,921
|
)
|
||||||
Cash
flows from financing activities:
|
|
|
|
|||||||
Proceeds
from issuances of common stock
|
964
|
651
|
24,680
|
|||||||
Repayment
of loan made to shareholder
|
—
|
62
|
—
|
|||||||
Proceeds
from credit line borrowings
|
129
|
1,077
|
—
|
|||||||
Proceeds
from long-term borrowings
|
160
|
1,609
|
1,069
|
|||||||
Payments
of Line of Credit
|
(107
|
)
|
—
|
—
|
||||||
Payments
of long-term borrowings
|
(801
|
)
|
(491
|
)
|
—
|
|||||
Other
Liabilities
|
62
|
—
|
—
|
|||||||
Net
cash provided by financing activities
|
407
|
2,908
|
25,749
|
|||||||
Effect
of exchange rate changes on cash
|
(40
|
)
|
369
|
(411
|
)
|
|||||
Net
increase (decrease) in cash and cash equivalents
|
4,707
|
(1,849
|
)
|
1,945
|
||||||
Cash
and cash equivalents, beginning of year
|
3,705
|
5,554
|
3,609
|
|||||||
Cash
and cash equivalents, end of year
|
$
|
8,412
|
$
|
3,705
|
$
|
5,554
|
||||
Supplemental
Information
|
|
|
||||||||
Interest
Paid
|
$
|
334
|
$
|
248
|
$
|
39
|
||||
Non-cash
investing activities
|
||||||||||
Fully
depreciated assets disposed of
|
$
|
205
|
$
|
79
|
$
|
1,083
|
1.
|
Nature
of Operations
|
2.
|
Summary
of Significant Accounting Policies
|
·
|
Persuasive
evidence or an arrangement exists, e.g., a sales order, a purchase
order,
or a sales agreement.
|
·
|
Shipment
has occurred (the standard shipping term is F.O.B. ship point) or
services
provided on a percentage-of-completion basis or installation has
been
completed.
|
·
|
Price
to the buyer is fixed or determinable.
|
·
|
Collectibility
is reasonably assured.
|
·
|
All
sales made by the company to its customer base are non-contingent,
meaning
that they are not tied to that customer’s resale of
products.
|
·
|
Standard
terms of sale contain shipping terms of F.O.B. ship point, meaning
that
the title is transferred when shipping
occurs.
|
·
|
There
is no automatic return provision that allows the customer to return
the
product in the event the product does not sell within a defined
timeframe.
|
·
|
Percentage-of-completion
method using the ratio of labor cost incurred to the total final
estimated
labor cost. Under this method, revenue recognized reflects the portion
of
anticipated revenue that has been earned.
|
·
|
product
sale at completion of installation
and
|
·
|
installation
service at completion of
installation
|
Years
Ended December 31,
|
||||||||||
2007
|
|
2006
|
|
2005
|
||||||
Numerator—Basic
and Diluted loss per share
|
||||||||||
Net
loss
|
$
|
(11,317
|
) | $ |
(9,650
|
)
|
$
|
(7,423
|
)
|
|
Denominator—Basic
and Diluted loss per share
|
||||||||||
Weighted
average shares outstanding
|
11,500
|
11,385
|
8,223
|
|||||||
Basic
and diluted loss per share
|
$
|
(0.98
|
) | $ |
(0.85
|
)
|
$
|
(0.90
|
)
|
|
2005
|
|||
Net
Loss—as reported
|
$
|
(7,423
|
)
|
|
Add:
Stock-based employee compensation expense included in reported net
loss,
net of related tax effects
|
20
|
|||
Deduct:
Total stock-based employee compensation expense determined under
fair
value based method for all awards, net of related tax
effects
|
(530
|
)
|
||
Net
Loss—Pro Forma
|
$
|
(7,933
|
)
|
|
Basic
and Diluted Loss Per Share—As Reported
|
$
|
(0.90
|
)
|
|
Basic
and Diluted Loss Per Share—Pro Forma
|
$
|
(0.96
|
)
|
|
2007
|
2006
|
2005
|
|||||||
Fair
value of options issued
|
$
|
3.00
|
$
|
3.52
|
$
|
5.14
|
||||
Exercise
price
|
$
|
6.28
|
$
|
7.09
|
$
|
10.65
|
||||
Expected
life of option
|
4.0
years
|
4.0
years
|
5.02
years
|
|||||||
Risk-free
interest rate
|
4.70
|
%
|
4.91
|
%
|
3.58
|
%
|
||||
Expected
volatility
|
56
|
%
|
59
|
%
|
49
|
%
|
Year
Ended
|
|||||||
December
31,
|
|||||||
2007
|
|
2006
|
|||||
Balance
at the beginning of the year
|
$
|
230
|
$
|
393
|
|||
Accruals
for warranties issued
|
381
|
219
|
|||||
Settlements
made during the year (in cash or in kind)
|
(399
|
)
|
(382
|
)
|
|||
Balance
at the end of the year
|
$
|
212
|
$
|
230
|
3.
|
Inventories
(in thousands):
|
|
December 31,
|
||||||
|
2007
|
2006
|
|||||
Raw
materials
|
$
|
5,965
|
$
|
6,354
|
|||
Inventory
reserve
|
(713
|
)
|
(899
|
)
|
|||
Finished
goods
|
1,636
|
2,253
|
|||||
|
$
|
6,888
|
$
|
7,708
|
4.
|
Fixed
Assets
(in thousands):
|
|
December 31,
|
||||||
|
2007
|
2006
|
|||||
Equipment
(useful life 5 years)
|
$
|
8,654
|
$
|
8,411
|
|||
Tooling
(useful life 2 - 5 years)
|
2,751
|
2,657
|
|||||
Furniture
and fixtures (useful life 5 years)
|
225
|
202
|
|||||
Computer
software (useful life 3 years)
|
417
|
395
|
|||||
Leasehold
improvements (the shorter of useful life or lease life)
|
1,576
|
1,475
|
|||||
|
13,623
|
13,140
|
|||||
Less
accumulated depreciation and amortization
|
(8,307
|
)
|
(7,162
|
)
|
|||
|
$
|
5,316
|
$
|
5,978
|
5.
|
Goodwill
(in thousands):
|
Goodwill
Net
Carrying
Amount
|
||||
Balance
as of December 31, 2005
|
$
|
4,135
|
||
Amortization
expense
|
—
|
|||
Foreign
currency translation
|
112
|
|||
Balance
as of December 31, 2006
|
$
|
4,247
|
||
Amortization
expense
|
—
|
|||
Foreign
currency translation
|
112
|
|||
Balance
as of December 31, 2007
|
$
|
4,359
|
6.
|
Accruals
and Other Current Liabilities (in
thousands):
|
|
December 31,
|
||||||
|
2007
|
2006
|
|||||
Sales
commissions and incentives
|
$
|
445
|
$
|
445
|
|||
Accrued
warranty expense
|
212
|
230
|
|||||
Accrued
and accounting fees
|
302
|
29
|
|||||
Accrued
employee benefits
|
260
|
418
|
|||||
Accrued
payables—related parties
|
—
|
81
|
|||||
Accrued
rent
|
19
|
57
|
|||||
Accrued
taxes
|
116
|
45
|
|||||
Others
|
119
|
366
|
|||||
|
$
|
1,473
|
$
|
1,671
|
7.
|
Bank
Borrowings
|
U.S.A.
|
|
Germany
|
|
Total
|
||||||
Year Ending December 31,
|
||||||||||
2008
|
$
|
2,645
|
$
|
240
|
$
|
2,885
|
||||
2009
|
—
|
57
|
57
|
|||||||
2010
|
—
|
60
|
60
|
|||||||
2011
|
—
|
64
|
64
|
|||||||
2012
|
—
|
67
|
67
|
|||||||
2013
and Thereafter
|
—
|
66
|
66
|
|||||||
Total
Commitment
|
$
|
2,645
|
$
|
554
|
$
|
3,199
|
8.
|
Commitments
and Contingencies
|
Gross
Lease
Commitments
|
Sublease
Payments
|
Minimum Lease
Commitments
|
||||||||
Year Ending December 31,
|
||||||||||
2008
|
$
|
968
|
$
|
(33
|
)
|
$
|
935
|
|||
2009
|
945
|
—
|
945
|
|||||||
2010
|
797
|
—
|
797
|
|||||||
2011
|
282
|
—
|
282
|
|||||||
2012
—
2017
|
297
|
—
|
297
|
|||||||
Total
minimum lease payments
|
$
|
3,289
|
$
|
(33
|
)
|
$
|
3,256
|
9.
|
Shareholders’
Equity
|
Warrants
|
|
Warrants
|
|
|
|
|
|
||||||
|
|
Outstanding
|
|
Outstanding
|
|
Warrants
|
|
|
|
||||
|
|
Shares
|
|
Exercise
Price
|
|
Exercisable
|
|
Amount
|
|||||
(in
thousands)
|
|||||||||||||
Balance,
December 31, 2004
|
1,016,002
|
$
|
0.01
- $5.563
|
586,002
|
$
|
2,535
|
|||||||
Warrants
vested
|
—
|
$
|
0.01
- $5.563
|
427,269
|
—
|
||||||||
Warrants
exercised
|
(587,374
|
)
|
$
|
0.01
- $5.563
|
(587,374
|
)
|
(625
|
)
|
|||||
Warrants
cancelled
|
(17,877
|
)
|
$
|
5.563
|
(15,146
|
)
|
(73
|
)
|
|||||
Balance,
December 31, 2005
|
410,751
|
$
|
4.30
- $4.50
|
410,751
|
$
|
1,837
|
|||||||
Warrants
exercised
|
(13,800
|
)
|
$
|
4.50
|
(13,800
|
)
|
(62
|
)
|
|||||
Balance,
December 31, 2006
|
396,951
|
$
|
4.30
- $4.50
|
396,951
|
$
|
1,775
|
|||||||
Warrants
exercised
|
(85,478
|
)
|
$
|
0.01
- $5.563
|
(85,478
|
)
|
(295
|
)
|
|||||
Warrants
cancelled
|
(40,274
|
)
|
$
|
0.01
- $5.563
|
(40,274
|
)
|
(260
|
)
|
|||||
Balance,
December 31, 2007
|
271,199
|
$
|
4.30
- $4.50
|
271,199
|
$
|
1,220
|
|
|
Options
Available
|
|
Number
of Shares
|
|
Weighted
Average
Exercise
|
|
|||
|
|
for
Grant
|
|
Outstanding
|
|
Price
Per Share
|
||||
(in
thousands)
|
(in
thousands)
|
|||||||||
Balance,
December 31, 2004
|
311
|
1,154
|
$
|
5.56
|
||||||
Granted
|
(376
|
)
|
376
|
$
|
9.88
|
|||||
Cancelled
|
79
|
(79
|
)
|
$
|
5.50
|
|||||
Exercised
|
—
|
(376
|
)
|
$
|
8.95
|
|||||
Balance,
December 31, 2005
|
14
|
1,075
|
$
|
6.48
|
||||||
Granted
|
(330
|
)
|
330
|
$
|
7.12
|
|||||
Cancelled
|
6
|
(6
|
)
|
$
|
5.52
|
|||||
Exercised
|
—
|
(106
|
)
|
$
|
5.36
|
|||||
Additional
shares reserved
|
500
|
—
|
$
|
—
|
||||||
Balance,
December 31, 2006
|
190
|
1,293
|
$
|
7.00
|
||||||
Granted
|
(189
|
)
|
189
|
$
|
6.24
|
|||||
Cancelled
|
153
|
(153
|
)
|
$
|
6.77
|
|||||
Exercised
|
—
|
(140
|
)
|
$
|
4.66
|
|||||
Balance,
December 31, 2007
|
154
|
1,189
|
$
|
7.19
|
OPTIONS
CURRENTLY
|
|||||||||||||||||||
OPTIONS
OUTSTANDING
|
|
EXERCISABLE
|
|
||||||||||||||||
|
|
|
|
Weighted-
|
|
|
|
|
|
Weighted-
|
|
|
|
||||||
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
Weighted-
|
|
||||||
|
|
Number
|
|
Remaining
|
|
Weighted
|
|
|
|
Remaining
|
|
Average
|
|
||||||
Range
of
|
|
of
Shares
|
|
Contractual
|
|
Average
|
|
Number
|
|
Contractual
|
|
Exercise
|
|
||||||
Exercise
Prices
|
|
Outstanding
|
|
Life
|
|
Exercise
Price
|
|
Exercisable
|
|
Life
|
|
Price
|
|||||||
(in
thousands)
|
|
(in
years)
|
|
|
|
(in
thousands)
|
|
(in
years)
|
|||||||||||
$2.95
- $4.80
|
199
|
3.6
|
$
|
3.88
|
189
|
3.6
|
$
|
3.85
|
|||||||||||
$5.25
- $7.19
|
409
|
7.9
|
$
|
6.47
|
166
|
6.0
|
$
|
6.52
|
|||||||||||
$7.23
- $9.50
|
305
|
7.1
|
$
|
7.68
|
238
|
6.8
|
$
|
7.77
|
|||||||||||
$9.60
- 12.00
|
276
|
7.5
|
$
|
10.09
|
191
|
7.5
|
$
|
10.25
|
|||||||||||
1,189
|
784
|
10.
|
Income
Taxes
|
Years
Ended December 31,
|
||||||||||
2007
|
|
2006
|
|
2005
|
||||||
Current
|
||||||||||
Federal
|
$
|
—
|
$
|
—
|
$
|
—
|
||||
Foreign
|
(13
|
)
|
(50
|
)
|
(107
|
)
|
||||
State
|
—
|
—
|
(2
|
)
|
||||||
(13
|
)
|
(50
|
)
|
(109
|
)
|
|||||
Deferred
|
||||||||||
Federal
|
(162
|
)
|
(74
|
)
|
—
|
|||||
Foreign
|
—
|
12
|
—
|
|||||||
State
|
(15
|
)
|
(1
|
)
|
—
|
|||||
(177
|
)
|
(63
|
)
|
—
|
||||||
Provision
for income taxes
|
$
|
(190
|
)
|
$
|
(113
|
)
|
$
|
(109
|
)
|
December
31,
|
||||||||||
2007
|
|
2006
|
|
2005
|
||||||
United
States
|
$
|
(10,593
|
)
|
$
|
(9,510
|
)
|
$
|
(7,714
|
)
|
|
Foreign
subsidiaries
|
(534
|
)
|
(27
|
)
|
400
|
|||||
$
|
(11,127
|
)
|
$
|
(9,537
|
)
|
$
|
(7,314
|
)
|
|
December 31,
|
|||||||||
|
2007
|
2006
|
2005
|
|||||||
United
States statutory rate
|
34.0
|
%
|
34.0
|
%
|
34.0
|
%
|
||||
State
Taxes (net of federal tax benefit)
|
1.9
|
%
|
2.0
|
%
|
5.5
|
%
|
||||
Valuation
allowance
|
(38.2
|
)%
|
(39.0
|
)%
|
(46.5
|
)%
|
||||
Other
|
0.6
|
%
|
1.8
|
%
|
5.5
|
%
|
||||
|
(1.7
|
)%
|
(1.2
|
)%
|
(1.5
|
)%
|
December 31,
|
||||||||||
|
2007
|
2006
|
2005
|
|||||||
Allowance
for doubtful accounts
|
$
|
218
|
$
|
113
|
$
|
99
|
||||
Accrued
expenses and other reserves
|
1,233
|
1,097
|
1,681
|
|||||||
Tax
credits, Deferred R&D, and other
|
202
|
154
|
352
|
|||||||
Net
operating loss
|
12,413
|
8,328
|
4,617
|
|||||||
Valuation
allowance
|
(14,054
|
)
|
(9,680
|
)
|
(6,749
|
)
|
||||
Total
deferred tax asset
|
12
|
12
|
—
|
|||||||
Deferred
tax liabilities associated with indefinite-lived
intangibles
|
(252
|
)
|
(75
|
)
|
—
|
|||||
Net
total deferred taxes
|
$
|
(240
|
)
|
$
|
(63
|
)
|
$
|
—
|
11.
|
Segments
and Geographic Information
|
|
Years Ended December 31,
|
|||||||||
|
2007
|
2006
|
2005
|
|||||||
United
States Domestic
|
$
|
14,949
|
$
|
18,776
|
$
|
19,123
|
||||
Other
Countries
|
7,949
|
8,260
|
9,214
|
|||||||
|
$
|
22,898
|
$
|
27,036
|
$
|
28,337
|
|
December 31,
|
||||||
|
2007
|
2006
|
|||||
United
States Domestic
|
$
|
7,791
|
$
|
8,406
|
|||
Germany
|
1,773
|
1,674
|
|||||
Other
Countries
|
111
|
145
|
|||||
|
$
|
9,675
|
$
|
10,225
|
|
Years Ended December 31,
|
|||||||||
|
2007
|
2006
|
2005
|
|||||||
Pool
Lighting
|
$
|
11,002
|
$
|
13,364
|
$
|
14,744
|
||||
Commercial
Lighting
|
11,896
|
13,672
|
13,593
|
|||||||
|
$
|
22,898
|
$
|
27,036
|
$
|
28,337
|
12.
|
Employee
Retirement Plan
|
13.
|
Reorganization
and Restructuring
|
14.
|
Related
Party Transactions
|
15.
|
Subsequent
Event: Supplemental Equity Financing
|
2007 QUARTERS ENDED
|
DEC. 31
|
SEP. 30
|
JUN. 30
|
MAR. 31
|
|||||||||
Net
sales
|
$
|
5,440
|
$
|
5,745
|
$
|
6,704
|
$
|
5,009
|
|||||
Gross
profit
|
543
|
1,988
|
2,280
|
1,470
|
|||||||||
As
a percent of net sales
|
10.0
|
%
|
34.6
|
%
|
34.0
|
%
|
29.4
|
%
|
|||||
Net
income (loss)
|
(3,665
|
)
|
(3,175
|
)
|
(1,870
|
)
|
(2,606
|
)
|
|||||
As
a of net sales
|
(67.4
|
)%
|
(55.3
|
)%
|
(27.9
|
)%
|
(52.0
|
)%
|
|||||
Net
income (loss) per share:
|
|||||||||||||
Basic
|
$
|
(0.31
|
)
|
$
|
(0.28
|
)
|
$
|
(016
|
)
|
$
|
(0.23
|
)
|
|
Diluted
|
$
|
(0.31
|
)
|
$
|
(0.28
|
)
|
$
|
(0.16
|
)
|
$
|
(0.23
|
)
|
2006 QUARTERS ENDED
|
DEC. 31
|
SEP. 30
|
JUN. 30
|
MAR. 31
|
|||||||||
Net
sales
|
$
|
7,191
|
$
|
6,808
|
$
|
7,709
|
$
|
5,327
|
|||||
Gross
profit
|
1,819
|
2,036
|
2,328
|
1,602
|
|||||||||
As
a percent of net sales
|
25.3
|
%
|
29.9
|
%
|
30.2
|
%
|
30.0
|
%
|
|||||
Net
income (loss)
|
(2,784
|
)
|
(2,125
|
)
|
(2,299
|
)
|
(2,441
|
)
|
|||||
As
a percent of net sales
|
(38.7
|
)%
|
(31.2
|
)%
|
(29.8
|
)%
|
(45.8
|
)%
|
|||||
Net
income (loss) per share:
|
|
||||||||||||
Basic
|
$
|
(0.24
|
)
|
$
|
(0.19
|
)
|
$
|
(0.20
|
)
|
$
|
(0.22
|
)
|
|
Diluted
|
$
|
(0.24
|
)
|
$
|
(0.19
|
)
|
$
|
(0.20
|
)
|
$
|
0.22
|
)
|
(a)
|
Evaluation
of disclosure controls and procedures.
|
(a)
|
(1) Financial
Statements
|
·
|
Consolidated
Balance Sheets December 31, 2007 and
2006
|
·
|
Consolidated
Statements of Operations for the Years Ended December 31, 2007,
2006, and
2005
|
·
|
Consolidated
Statements of Shareholders’ Equity for the Years ended December 21, 2007,
2006, and 2005
|
·
|
Consolidated
Statements of Cash Flows for the Years ended December 31, 2007,
2006, and
2005
|
·
|
Notes
to Consolidated Financial Statements for the Years ended December
31,
2007, 2006, and 2005
|
·
|
Report
of Independent Registered Public Accounting
Firm
|
Balance
at
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Beginning
of
|
|
Charges
|
|
Charges
|
|
|
|
Balance
at
|
|
|||||
Description
|
|
Year
|
|
to
Revenue
|
|
to
Expenses
|
|
Deductions
|
|
End
of
Year
|
||||||
(amounts
in thousands)
|
||||||||||||||||
Year
Ended December 31, 2007
|
||||||||||||||||
Allowance
for doubtful accounts and returns
|
$
|
600
|
$
|
—
|
$
|
338
|
$
|
90
|
$
|
848
|
||||||
Valuation
allowance for deferred tax assets
|
9,680
|
—
|
4,374
|
—
|
14,054
|
|||||||||||
Year
Ended December 31, 2006
|
||||||||||||||||
Allowance
for doubtful accounts and returns
|
448
|
—
|
220
|
68
|
600
|
|||||||||||
Valuation
allowance for deferred tax Assets
|
6,749
|
—
|
2,931
|
—
|
9,680
|
|||||||||||
Year
Ended December 31, 2005
|
||||||||||||||||
Allowance
for doubtful accounts and returns
|
381
|
—
|
106
|
39
|
448
|
|||||||||||
Valuation
allowance for deferred tax Assets
|
3,349
|
—
|
3,400
|
—
|
6,749
|
Exhibit
Number
|
|
Description
of Documents
|
2.1
|
|
Agreement
and Plan of Merger between Fiberstars, Inc., a California corporation,
and
Fiberstars, Inc., a Delaware corporation (incorporated by reference
to
Appendix C to the Registrant’s Definitive Proxy Statement on Schedule 14A
filed on May 1, 2006).
|
3.1
|
Certificate
of Incorporation of the Registrant (incorporated by reference to
Appendix
A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed May
1, 2006).
|
|
3.2
|
|
Certificate
of Designation of Series A Participating Preferred Stock of the
Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s
current report on Form 8K filed on November 27, 2006)
|
3.3
|
|
Bylaws
of the Registrant, (incorporated by reference to Appendix C to
the
Registrant’s Current Report on Form 8-K filed November 27,
2006).
|
4.1
|
|
Form of
Common Stock Certificate (incorporated by reference to Exhibit 4.1 to
the Registrant’s Current Report on Form 8-K filed November 27,
2006)
|
4.2
|
|
Rights
Agreement dated as of October 25, 2006, between the Registrant
and Mellon
Investor Services, as rights agent (incorporated by reference to
Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed
November 27, 2006).
|
4.3
|
|
Form of
Warrant for the purchase of shares of Common Stock (incorporated
by
reference to Exhibit 4.2 to the Registrant’s Current Report on Form
8-K filed November 27, 2006).
|
10.1†
|
|
Form of
Indemnification Agreement for directors and officers of the Registrant
(incorporated by reference to Exhibit 10.1 to the Registrant’s
Registration Statement on Form SB-2 (Commission File
No. 33-79116-LA)).
|
10.2†
|
|
1994
Employee Stock Purchase Plan, amended as of December 7, 2000
(incorporated by reference to Exhibit 99.3 to the Registrant’s
Registration Statement on Form S-8 (Commission File
No. 333-52042) filed on December 18, 2000).
|
10.3
|
|
Registration
Rights Agreement dated as of June 27, 1990, between the Registrant
and certain holders of the Registrant’s capital stock, as amended by
Amendment No. 1 dated as of February 6, 1991, and Amendment
No. 2 dated as of April 30, 1994 (incorporated by reference to
Exhibit 10.10 to the Registrant’s Registration Statement on
Form SB-2 (Commission File No. 33-79116-LA)).
|
10.4
|
|
Amendment
No. 3 to Registration Rights Agreement to include Warrant shares as
Registerable Securities (incorporated by reference to Exhibit 1.2 to
the Registrant’s Registration Statement on Form SB-2 (Commission File
No. 33-79116-LA))
|
10.5†
|
|
Stock
Purchase Agreement and related Promissory Note between David N.
Ruckert and the Registrant dated as of December 9, 1987, as amended
(incorporated by reference to Exhibit 10.14 to the Registrant’s
Registration Statement on Form SB-2 (Commission File
No. 33-79116-LA))
|
10.6†
|
|
Common
Stock Purchase Warrant dated as of June 27, 1988, issued by the
Registrant to Philip Wolfson (incorporated by reference to
Exhibit 10.15 to the Registrant’s Registration Statement on
Form SB-2 (Commission File No. 33-79116-LA))
|
10.7
|
|
Form of
Agreement between the Registrant and independent sales representatives
(incorporated by reference to Exhibit 10.20 to the Registrant’s
Registration Statement on Form SB-2 (Commission File
No. 33-79116-LA))
|
10.8*
|
|
Distribution
Agreement dated March 21, 1995, between the Registrant and Mitsubishi
International Corporation (incorporated by reference to Exhibit 10.18
to the Registrant’s Annual Report on Form 10-KSB for the year ended
December 31, 1994)
|
10.9
|
|
Stock
Purchase Agreement dated March 21, 1995, among the Registrant,
Mitsubishi International Corporation and Mitsubishi Corporation
(incorporated by reference to Exhibit 10.20 to the Registrant’s
Annual Report on Form 10-KSB for the year ended December 31,
1994).
|
10.10
|
|
Asset
Purchase Agreement dated as of November 19, 1998, by and among the
Registrant, Hillgate (4) Limited, Crescent Lighting Limited,
Michael Beverly Morrison, and Corinne Bertrand (incorporated by
reference
to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K
filed on December 4, 1998)
|
10.11*
|
|
Purchase
and Take-over Agreement between Frau Claudia Mann, acting for
LBM Lichtleit-Fasertechnik, and Fiberstars Deutschland GmbH,
represented by its Managing Director Herr Bernhard Mann (incorporated
by
reference to Exhibit 10.34 to the Registrant’s Amended Annual Report
on Form 10-KSB/A for the year ended December 31,
1998)
|
10.12
|
|
Agreement
and Plan of Reorganization dated April 18, 2000, between the
Registrant and Lightly Expressed, Ltd. (VA), Lightly Expressed,
Ltd. (CA), William Leaman, and Michael Weber (incorporated by
reference to Exhibit 2.1 to the Registrant’s Quarterly Report on
Form 10-Q for the quarter ended June 30,
2000)
|
10.13*
|
|
Three
(3)-Year Supply Agreement dated November 30, 2000, between the
Registrant and Mitsubishi International Corporation (incorporated
by
reference to Exhibit 10.30 to the Registrant’s Annual Report on
Form 10-K for the year ended December 31,
2000)
|
10.14†
|
|
Consulting
Agreement effective as of October 18, 2001, between the company and
John B. Stuppin (incorporated by reference to Exhibit 10.37 to
the Registrant’s Annual Report on Form 10-K for the year ended
December 31, 2001)
|
10.15
|
|
Common
Stock and Warrant Purchase Agreement, dated March 29, 2002, by and
among the Registrant and the investors named therein (incorporated
by
reference to Exhibit 10.1 to the Registrant’s Quarterly Report on
Form 10-Q for the quarter ended March 31,
2002)
|
10.16
|
|
Securities
Purchase Agreement dated June 17, 2003, by and among the Registrant
and the investors named therein (incorporated by reference to
Exhibit 99.2 to the Registrant’s Current Report on Form 8-K
filed on June 19, 2003)
|
10.17
|
|
Form of
Warrant by and between the Registrants and each of the investors
party to
the Securities Purchase Agreement dated June 17, 2003 (incorporated
by reference to Exhibit 99.3 to the Registrant’s Current Report on
Form 8-K filed on June 19, 2003)
|
10.18†
|
|
Form of
Indemnification Agreement for officers of the Registrant (incorporated
by
reference to exhibit 10.42 to the Registrant’s Annual Report on
Form 10-K for the year ended December 31,
2003)
|
10.19
|
|
Form
of Indemnification Agreement for directors of the Registrant (incorporated
by reference to exhibit 10.44 to the Registrant’s Annual Report on
Form 10-K for the year ended December 31,
2003)
|
10.20
|
|
Production
Share Agreement dated October 9, 2003, by and among the Registrant,
North American Production Sharing, Inc., and Industrias Unidas
de B.C.,
S.A. de C.V. (incorporated by reference to exhibit 10.45 to the
Registrant’s Annual Report on Form 10-K for the year ended
December 31, 2003)
|
10.21
|
|
Consulting
Agreement effective as of November 1, 2004, between the Registrant
and Gensler Architecture, Design, and Planning, P.C. (Incorporated by
reference to exhibit 10.28 to the Registrant’s Annual Report on Form 10-K
for the year ended December 31, 2005)
|
10.22†
|
|
Consulting
Agreement effective as of November 1, 2004, between the Registrant
and Jeffrey H. Brite (Incorporated by reference to exhibit 10.29
to the
Registrant’s Annual Report on Form 10-K for the year ended December
31, 2005)
|
10.23
|
|
Loan
and Security Agreement between Silicon Valley Bank and the Registrant,
dated August 15, 2005 (incorporated by reference from
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K
filed August 18, 2005)
|
10.24
|
|
Employment
Agreement between the Registrant and John N. Davenport, dated July 1,
2005 (incorporated by reference from Exhibit 10.2 to the Registrant’s
Quarterly Report on Form 10-Q (File No. 000-24230) filed on
November 14, 2005)
|
10.25
|
|
Severance
Agreement between the Registrant and David N. Ruckert, dated
September 16, 2005 (incorporated by reference from Exhibit 10.3
to the Registrant’s Quarterly Report on Form 10-Q (File
No. 000-24230) filed on November 14, 2005)
|
10.26
|
|
Fiberstars
Development Agreement between the Registrant and Advanced Lighting
Technologies, Inc. dated September 19, 2005 (incorporated by
reference from Exhibit 10.4 to the Registrant’s Quarterly Report on
Form 10-Q (File No. 000-24230) filed on November 14,
2005)
|
10.27
|
|
ADLT
Development Agreement between the Registrant and Advanced Lighting
Technologies, Inc. dated September 19, 2005 (incorporated by
reference from Exhibit 10.5 to the Registrant’s Quarterly Report on
Form 10-Q (File No. 000-24230) filed on November 14,
2005)
|
10.28
|
|
Equipment
Purchase and Supply Agreement between the Registrant and Deposition
Services, Inc. dated September 19, 2005 (incorporated by
reference from Exhibit 10.6 to the Registrant’s Quarterly Report on
Form 10-Q (File No. 000-24230) filed on November 14,
2005)
|
10.29
|
|
Cross
License Agreement between the Registrant and Advanced Lighting
Technologies, Inc. dated September 19, 2005 (incorporated by
reference from Exhibit 10.7 to the Registrant’s Quarterly Report on
Form 10-Q (File No. 000-24230) filed on November 14,
2005)
|
10.30
|
|
Master
Services Agreement between the Registrant and Advanced Lighting
Technologies, Inc. dated September 19, 2005 (incorporated by
reference from Exhibit 10.8 to the Registrant’s Quarterly Report on
Form 10-Q (File No. 000-24230) filed on November 14,
2005)
|
10.31
|
|
First
Amendment to Production Share Agreement, effective as of August 17,
2005, by and among the Registrant, North American Production
Sharing, Inc., and Industrias Unidas de B.C., S.A. de C.V.
(incorporated by reference from Exhibit 10.1 to the Registrant’s
Current Report on Form 8-K filed October 25,
2005)
|
10.32
|
|
Sublease
between Venture Lighting International, Inc. and the Registrant dated
as of November 11, 2005 (incorporated by reference from
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K
(File No. 000-24230) filed on November 17,
2005)
|
10.33
|
|
Amended
and Restated Loan and Security Agreement (together with Schedule
to
Amended and Restated Loan and Security Agreement and Compliance
Certificate) between Fiberstars, Inc. and Silicon Valley Bank dated
December 30, 2005 (incorporated by reference from Exhibit 10.1
to the Registrant’s Current Report on Form 8-K (File
No. 000-24230) filed on January 6, 2006)
|
10.34
|
|
Consulting
Agreement by and between Registrant and David N. Ruckert dated as
of
February 3, 2006 (incorporated by reference from Exhibit 10.1 to the
Registrant’s Quarterly Report on Form 10-Q (File No. 000-24230)
filed on May 15, 2006)
|
10.35
|
|
Equipment
and Supply Agreement entered into May 25, 2006, between Fiberstars,
Inc.
and Deposition Sciences, Inc. (incorporated by reference from
Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q
(File No. 000-24230) filed on August 11, 2006)
|
10.36
|
|
Modification
to sublease between Fiberstars, Inc. and Keystone Ruby,
LLC. (incorporated by reference from Exhibit 10.2 to the
Registrant’s Quarterly Report on Form 10-Q (File No. 000-24230)
filed on August 11, 2006)
|
10.37
|
|
Amendment
No. 1 To Amended And Restated Loan And Security Agreement between
Fiberstars, Inc. and Silicon Valley Bank dated September 25,
2006. (incorporated by reference from Exhibit 10.1 to the
Registrant’s Quarterly Report on Form 10-Q (File No. 000-24230)
filed on November 14, 2006)
|
10.38
|
First
Amendment to Consulting Agreement by and between Registrant and David
N.
Ruckert dated as of February 3, 2006 (incorporated by reference from
Exhibit 10.32 to the Registrant’s Annual Report on Form 10-K filed on
March 16, 2007)
|
|
10.39
|
Amendment
No. 4 to Amended and Restated Loan and Security Agreement between
Silicon
Valley Bank and Registrant dated as of October 1, 2007.
|
|
10.40 |
Amendment
No. 5 to Amended and Restated Loan and Security Agreement between
Silicon
Valley bank and Registrant dated as of January 29, 2008.
|
|
10.41
|
Management
Agreement between Barry R. Greenwald and Registrant dated as of October
19, 2007.
|
|
21.1
|
|
Significant
subsidiaries of the Registrant.
|
23.1
|
|
Consent
of Independent Registered Public Accounting Firm.
|
24.1
|
Power
of Attorney filed in conjunction with this Report
|
|
31.1
|
|
Rule 13a-14(a) Certification
by Chief Executive Officer
|
31.2
|
|
Rule 13a-14(a) Certification
by Chief Financial Officer
|
32.1
|
|
Section
1350 Certification of Chief Executive Officer
|
32.2
|
Section
1350 Certification of Chief Financial
Officer
|
* |
Confidential
treatment has been granted with respect to certain portions of this
agreement.
|
† |
Indicates
management contracts or compensatory plan or
arrangement.
|
ENERGY
FOCUS, INC.
|
||
|
|
|
Date:
March 17, 2008
|
By: |
/s/
JOHN M. DAVENPORT
|
John M. Davenport President
and Chief Executive Officer
(Principal
Executive Officer)
|
Signature
|
Title
|
|||||
/s/
JOHN M. DAVENPORT
|
|
President,
Chief Executive Officer and Director
|
||||
John
M. Davenport
|
|
(Principal
Executive Officer)
|
||||
/s/
NICHOLAS
G. BERCHTOLD
|
|
Vice
President Finance and Chief Financial Officer
|
||||
Nicholas
G. Berchtold
|
|
(Principal
Financial and Accounting Officer)
|
||||
* JOHN
B. STUPPIN
|
|
Director
|
||||
John
B. Stuppin
|
|
|
||||
* RONALD
CASENTINI
|
|
Director
|
||||
Ronald
Casentini
|
|
|
||||
|
||||||
* MICHAEL
KASPER
|
|
Director
|
||||
Michael
Kasper
|
|
|
||||
* PAUL
VON PAUMGARTTEN
|
|
Director
|
||||
Paul
Von Paumgartten
|
|
|
||||
* DAVID
N. RUCKERT
|
|
Director
|
||||
David
N. Ruckert
|
|
|
||||
*
PHILIP WOLFSON
|
|
Director
|
||||
Philip
Wolfson
|
|
|
EXHIBITS | DESCRIPTION | |
10.39
|
Amendment
No. 4 to Amended and Restated Loan and Security Agreement between
Silicon
Valley Bank and Registrant dated as of October 1, 2007.
|
|
10.40 |
Amendment
No. 5 to Amended and Restated Loan and Security Agreement between
Silicon
Valley bank and Registrant dated as of January 29, 2008.
|
|
10.41
|
Management
Agreement between Barry R. Greenwald and Registrant dated as of
October
19, 2007.
|
|
21.1
|
|
Significant
subsidiaries of the Registrant.
|
23.1
|
|
Consent
of Independent Registered Public Accounting Firm.
|
24.1
|
Power
of Attorney filed in conjunction with this Report
|
|
31.1
|
|
Rule 13a-14(a) Certification
by Chief Executive Officer
|
31.2
|
|
Rule 13a-14(a) Certification
by Chief Financial Officer
|
32.1
|
|
Section
1350 Certification of Chief Executive Officer
|
32.2
|
Section
1350 Certification of Chief Financial
Officer
|