(Mark
One)
|
|
x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the Fiscal Year Ended December 31, 2005
|
|
OR
|
|
o
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the transition period from ________
to
__________
|
Delaware
|
|
48-1100390
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(IRS
employer identification number)
|
|
|
|
Six
Concourse Parkway, Suite 1900, Atlanta, Georgia
|
|
30328
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
|
|
|
Registrant's
telephone number, including area code:
|
||
(678)
987-1700
|
||
|
|
|
SECURITIES
REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE
ACT:
|
||
|
|
|
Title
of Each Class
|
|
Name
of Each Exchange on Which Registered
|
|
|
|
None
|
|
None
|
|
|
|
SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE
ACT:
|
||
Common
Stock, $0.01 Par Value
|
||
(Title
of Class)
|
Title
of Each Class
|
|
Number
of Shares Outstanding
at
March 1, 2006
|
Common
Stock, $0.01 Par Value
|
|
28,693,516
|
Form 10-K Item |
Page
|
|||
Part
I.
|
|
|
|
|
|
|
|
1
|
|
Item 1.
|
|
|
1
|
|
Item
1A.
|
10 | |||
Item 2.
|
|
|
15
|
|
Item 3.
|
|
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15
|
|
Item 4.
|
|
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16
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|
Part
II.
|
|
|
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Item
5.
|
|
|
17
|
|
Item
6.
|
|
|
17
|
|
Item
7.
|
|
|
19
|
|
Item 7A.
|
|
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28
|
|
Item
8.
|
|
|
29
|
|
Item
9.
|
|
|
29
|
|
Item
9A.
|
29
|
|||
Item
9B.
|
29
|
|||
|
||||
Part
III.
|
|
|
|
|
Item 10.
|
|
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30
|
|
Item 11.
|
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32
|
|
Item 12.
|
|
|
35
|
|
Item 13.
|
|
|
37
|
|
Item 14.
|
|
|
37
|
|
|
||||
Part IV.
|
|
|
|
|
Item 15.
|
|
|
38
|
|
|
||||
|
|
|
45
|
·
|
The
TurboChef C3. The
C3 model uses a patented combination of high-speed forced air convection
heating and microwave energy to cook up to 10 times faster than
conventional methods. The C3 bakes, browns, broils and roasts with
food
quality that we believe to be comparable or superior to that of
traditional cooking. The primary benefit of the C3 is its versatile
capability to cook a wide spectrum of food, from dense proteins like
filet
mignon to delicate soufflés. Because it
is
|
·
|
certified
by Underwriter’s Laboratory (UL®)
to be operated in a ventless environment, the C3 does not require
a hood,
ventilation or a fire suppression system. Its preprogrammed, digital
touchpad makes operation and training simple for any operator or
chef.
|
·
|
The
TurboChef Tornado. Our
Tornado oven has many of the same operational benefits as our C3,
but is
specifically designed to cook, toast and brown sandwiches, pizzas,
appetizers and similar food products. The Tornado combines our patented
ventless speed cook technology with a conventional wire baking rack
and
independently-controlled infrared browning element to cook up to
12 times
faster than conventional methods with food quality that we believe
to be
comparable or superior to that of traditional cooking. Like the C3,
the
Tornado is UL certified to be operated in a ventless environment.
We
believe the Subway system’s adoption of the Tornado as its exclusive speed
cook oven validates the oven and its underlying technologies. While
the
bulk of our sales of Tornado ovens have gone to the Subway franchise
system, in 2005 we began selling this model to other commercial customers.
|
·
|
The
TurboChef High h Batch. Our
most recently introduced commercial oven is the High h Batch oven.
We
applied breakthrough impingement technology in a batch oven as an
efficient alternative to currently-marketed commercial small conveyor
ovens. The High h Batch oven also includes our patented ventless
technology and bakes, browns and toasts with speeds up to twice that
of
tabletop conveyors and five times the speed of conventional equipment.
This model utilizes heated air only with no microwave, and it is
particularly suited for fresh dough pizzas, pasta entrees and appetizers,
and raw dough and batter-based baked goods, and it can accommodate
a full
½ sheet pan.
|
·
|
Speed.
Our
C3 and Tornado ovens cook up to 10 and 12 times faster, respectively,
than
conventional ovens, and each are capable of cooking diverse items
together
or consecutively with no lag time. This capability results in
significantly increased food throughput for users of our ovens. Our
High h
Batch oven, applying an advanced version of the heated air impingement
technology commonly found in conveyor ovens, but in a batch configuration
in our oven, can double the speed of tabletop conveyor cooking, and
it can
cook up to 5 times as fast as a conventional oven.
|
·
|
Quality
and Versatility. We
believe that our ovens produce food that is comparable, and in many
cases
superior, in quality to conventional and other speed cook methods.
Additionally, our ovens are able to bake, brown, broil or roast,
allowing
them to be used in a broad spectrum of venues, including fine dining
establishments, quick-service restaurants, hotels, movie theaters,
concessions,
convenience stores, coffee shops and
bakeries.
|
·
|
Ventless
Cooking. During
the cooking process, air in our speed cook ovens is circulated through
an
air-scrubbing catalytic converter that breaks down fume and grease
by-products of food, enabling the ovens to operate without venting
these
by-products into the air. This ventless system eliminates the need
for
commercial kitchen hood systems, allows our ovens to be installed
in
almost any location, and significantly reduces flavor transfer and
odor
transfer between different products cooked together or consecutively
in
the oven.
|
·
|
Ease
of Use. Our
layered logic operating system allows for step-by-step, intuitive
operation of our ovens via a digital touchpad, allowing users to
easily
specify one of up to as many as 128 pre-preprogrammed cooking profiles,
depending on the oven model. These memorized settings allow operators
of
varying culinary skill levels to easily cook a variety of menu items
in a
consistent, high quality manner. In addition, our operating system
allows users to program their own custom cook settings. Our
Menu-in-a-Minute technology allows users to download menu selections
and
cooking cycles for their ovens. This technology enables foodservice
chains
to make changes to their menus and program new cook settings centrally,
allowing these changes to be implemented quickly, consistently and
cost-efficiently throughout an entire
chain.
|
Hotels
and Resorts
|
Hilton
Hotels Corporation
Starwood
Hotels & Resorts Worldwide, Inc.
|
|
Foodservice
and Concessions
|
Compass
Group
HMS
Host Corporation
|
|
Movie
Theaters
|
Loews
Cineplex Entertainment Corporation
|
|
Theme
Parks
|
The
Walt Disney Company
|
|
Stadiums
|
Lambeau
Field (Green Bay, Wisconsin)
Petco
Park (San Diego, California)
|
· |
multi-functional,
multi-tasking equipment that fits in a small footprint, is easy to
clean,
and is fully mobile;
|
· |
energy
efficient with minimal heat and fume
emission;
|
· |
programmable
via integrated memory storage devices or connected remotely by a
modem;
|
·
|
easy
to train new employees to use, given high industry turnover rates
and
increasing number of non-English speaking
employees;
|
· |
improved
quality of equipment service; and
|
· |
accelerated
cooking using specialized heat concentration
technology.
|
·
|
consumer
desire for speed and convenience in food preparation at
home;
|
· |
increased
demand for higher-end kitchen equipment driven by increases in the
size of
the average American home, new home construction and remodeling
trends;
|
·
|
emergence
of premium kitchen equipment as a status symbol;
and
|
·
|
increasing
consumer comfort with using technology in virtually every part of
their
daily lives.
|
·
|
Amana
(Maytag Corporation);
|
·
|
Duke
Manufacturing Company;
|
·
|
Fujimak
Corporation;
|
·
|
Groen,
Inc. (Dover Corporation);
|
·
|
MerryChef
and Lincoln Foodservice Products (Enodis,
LLP);
|
·
|
The
Middleby Corporation; and
|
·
|
Vulcan-Hart
Corporation (Illinois Tool Works,
Inc.).
|
· |
refine
and adapt our technologies for residential
application;
|
·
|
develop
residential ovens based on our technologies at a competitive price
point;
|
·
|
create
and develop demand for and market acceptance of our technologies
in the
residential oven market;
|
·
|
market,
promote and distribute our speed cook ovens, and establish public
awareness of our brand, in the residential oven
market;
|
·
|
compete
with the numerous, well-established manufacturers and suppliers of
conventional and speed cook ovens already in the residential oven
market;
and
|
·
|
establish
and maintain sufficient internal research and development, marketing,
sales, production and customer service infrastructures to support
these
efforts.
|
· |
our
lengthy, unpredictable sales cycle for commercial
ovens;
|
· |
the
gain or loss of significant
customers;
|
· |
unexpected
delays in new product
introductions;
|
· |
level
of market acceptance of new or enhanced versions of our
products;
|
· |
unexpected
changes in the levels of our operating expenses including increased
research and development and sales and marketing expenses associated
with
new product
introductions;
|
· |
competitive
product offerings and pricing actions;
and
|
· |
general
economic conditions.
|
· |
variations
in quarterly operating results;
|
· |
potential
initiation and subsequent changes in financial estimates by securities
analysts;
|
· |
changes
in general conditions in the economy or the financial
markets;
|
· |
changes
in accounting standards, policies or
interpretations;
|
· |
other
developments affecting us, our industry, clients or competitors;
and
|
· |
the
operating and stock price performance of companies that investors
deem
comparable to us.
|
|
|
|
Price
Range of Common Stock
|
|
|||
|
|
|
|
|
|||
Period
|
|
|
High
|
|
|
Low
|
|
Year
Ended December 31, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First
Quarter
|
|
$
|
15.81
|
|
$
|
9.00
|
|
Second
Quarter
|
|
|
14.85
|
|
|
8.55
|
|
Third
Quarter
|
|
|
14.76
|
|
|
11.10
|
|
Fourth
Quarter
|
|
|
27.45
|
|
|
12.57
|
|
Year
Ended December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First
Quarter
|
|
$
|
22.98
|
|
$
|
13.55
|
|
Second
Quarter
|
|
|
20.01
|
|
|
9.85
|
|
Third
Quarter
|
|
|
19.60
|
|
|
14.45
|
|
Fourth
Quarter
|
|
|
15.80
|
|
|
12.00
|
|
|
|
|
Year
Ended December 31,
|
|
||||||||||||
|
|
|
2005(1)
|
|
|
2004(2)
|
|
|
2003
|
|
|
2002
|
|
|
2001
|
|
|
|
|
(In
thousands except share and per share data)
|
|
||||||||||||
Statements
of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
52,249
|
|
$
|
70,894
|
|
$
|
3,690
|
|
$
|
5,655
|
|
$
|
3,230
|
|
Costs
and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of product sales
|
|
|
43,532
|
|
|
44,047
|
|
|
1,946
|
|
|
3,474
|
|
|
1,592
|
|
Research
and development expenses
|
|
|
4,307
|
|
|
1,202
|
|
|
897
|
|
|
413
|
|
|
774
|
|
Purchased
research and development (1)
|
6,285
|
--
|
--
|
--
|
--
|
|||||||||||
Selling,
general and administrative expenses
|
|
|
27,483
|
|
|
15,826
|
|
|
6,523
|
|
|
8,481
|
|
|
6,890
|
|
Compensation
and severance expenses related to termination of former officers and
directors
|
|
|
--
|
|
|
--
|
|
|
7,585
|
|
|
--
|
|
|
--
|
|
Total
costs and expenses
|
|
|
81,607
|
|
|
61,075
|
|
|
16,951
|
|
|
12,368
|
|
|
9,256
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
(loss) income
|
|
|
(29,358
|
)
|
|
9,819
|
|
(13,261
|
)
|
|
(6,713
|
)
|
|
(6,026
|
)
|
|
Interest
expense (3)
|
|
|
(256
|
)
|
|
(8
|
)
|
|
(1,105
|
)
|
|
(226
|
)
|
|
(195
|
)
|
Interest
and other income, net
|
|
|
1,460
|
|
|
169
|
|
|
17
|
|
|
255
|
|
|
190
|
|
Total
other income (expense)
|
|
|
1,204
|
|
|
161
|
|
(1,088
|
)
|
|
29
|
|
|
(5
|
)
|
|
(Loss)
income before taxes
|
|
|
(28,154
|
)
|
|
9,980
|
|
(14,349
|
)
|
|
(6,684
|
)
|
|
(6,031
|
)
|
|
Provision
for income taxes
|
|
|
--
|
|
|
301
|
|
|
--
|
|
|
--
|
|
|
--
|
|
Net
(loss) income
|
|
|
(28,154
|
)
|
|
9,679
|
|
(14,349
|
)
|
|
(6,684
|
)
|
|
(6,031
|
)
|
|
Preferred
stock dividends
|
|
|
--
|
|
|
--
|
|
(195
|
)
|
|
(270
|
)
|
|
(305
|
)
|
|
Beneficial
conversion feature of preferred stock (4)
|
|
|
--
|
|
|
--
|
|
(12,605
|
)
|
|
--
|
|
|
(380
|
)
|
|
Net
(loss) income applicable to common stockholders
|
|
$
|
(28,154
|
)
|
$
|
9,679
|
$
|
(27,149
|
)
|
$
|
(6,954
|
)
|
$
|
(6,716
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss) income per share applicable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(1.00
|
)
|
$
|
0.79
|
$
|
(3.99
|
)
|
$
|
(1.10
|
)
|
$
|
(1.24
|
)
|
|
Diluted
|
|
|
(1.00
|
)
|
|
0.37
|
|
(3.99
|
)
|
|
(1.10
|
)
|
|
(1.24
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
Average Number of Shares Outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
28,034,103
|
|
|
12,256,686
|
|
|
6,797,575
|
|
|
6,301,236
|
|
|
5,402,269
|
|
Diluted
|
|
|
28,034,103
|
|
|
26,142,101
|
|
|
6,797,575
|
|
|
6,301,236
|
|
|
5,402,269
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of December 31,
|
|
||||||||||||
|
|
|
2005
|
|
|
2004(2)
|
|
|
2003
|
|
|
2002
|
|
|
2001
|
|
|
|
|
(In
thousands)
|
|
||||||||||||
Balance
Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
40,098
|
|
$
|
12,942
|
|
$
|
8,890
|
|
$
|
629
|
|
$
|
4,498
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working
capital (deficit)
|
|
43,745
|
|
17,399
|
(5,685
|
)
|
(1,567
|
)
|
4,485
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Total
assets
|
|
86,067
|
|
50,756
|
|
11,420
|
|
5,387
|
|
8,672
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Total
liabilities, including mezzanine equity (4)
|
|
21,295
|
|
16,977
|
|
18,155
|
|
6,646
|
|
3,645
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Accumulated
deficit
|
|
(80,431
|
)
|
(52,277
|
)
|
(61,956
|
)
|
(47,412
|
)
|
(40,458
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Total
stockholders' equity (deficit)
|
|
64,772
|
|
33,779
|
(6,735
|
)
|
(1,259
|
)
|
5,027
|
|
(1)
|
During
the year ended December 31, 2005, we purchased the patents and technology
assets of Global Appliance Technologies, Inc. (Global). Approximately
$6.3
million of the purchase price was allocated to purchased research
and
development.
|
|
(2)
|
|
During
the year ended December 31, 2004, we completed the acquisition of
Enersyst
Development Center, L.L.C. in a transaction accounted for as a purchase.
The results of operations of Enersyst have been included in our
consolidated results of operations since the May 21, 2004 purchase
date.
|
(3)
|
|
Amount
for 2003 primarily represents $1.1 million of debt extinguishment
costs
incurred in 2003.
|
(4)
|
|
During
2003, we incurred a one-time, non-cash charge of $12.6 million to
record a
deemed dividend in recognition of the beneficial conversion feature
intrinsic in the terms of our Series D Convertible Preferred Stock.
The
Series D Convertible Preferred was considered redeemable until July
19,
2004 when shareholders approved an amendment to increase the number
of
authorized shares of our common stock to 100,000,000 and a sufficient
number of shares of common stock were subsequently reserved to permit
the
conversion of all outstanding shares of our Series D Convertible
Preferred
Stock into shares of common stock. As of October 28, 2004, all shares
of
Series D Convertible Preferred Stock had been converted to shares
of
common stock.
|
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
100
|
%
|
100
|
%
|
100
|
%
|
|||
Cost
of product sales
|
|
83
|
|
62
|
|
53
|
|
|||
Research
and development expenses
|
|
8
|
|
2
|
|
24
|
|
|||
Purchased
research and development
|
12
|
--
|
--
|
|||||||
Selling,
general and administrative expenses
|
|
52
|
|
22
|
|
177
|
|
|||
Restructuring
charges
|
1
|
|||||||||
Compensation
and severance expenses related to termination of former officers and
directors
|
|
--
|
|
--
|
|
206
|
|
|||
Total
costs and expenses
|
|
156
|
|
86
|
|
460
|
|
|||
|
|
|
|
|
|
|
||||
Operating
(loss) income
|
|
(56
|
)
|
14
|
(360
|
)
|
||||
Interest
expense
|
|
(1
|
)
|
--
|
(30
|
)
|
||||
Interest
and other income, net
|
|
3
|
|
--
|
|
1
|
|
|||
Total
other income (expense)
|
|
2
|
|
--
|
(29
|
)
|
||||
(Loss)
income before taxes
|
|
(54
|
)
|
14
|
(389
|
)
|
||||
Provision
for income taxes
|
|
--
|
|
--
|
|
--
|
|
|||
Net
(loss) income
|
|
(54
|
) %
|
14
|
%
|
(389
|
)%
|
|
|
|
|
·
|
During
2004, we commenced the rollout of our Tornado oven to Subway franchisees.
We completed the rollout in the first quarter of 2005. Subway sales
accounted for 58% and 91% of our total revenues during 2005 and 2004,
respectively. We expect Subway to be a meaningful contributor to
future
revenues.
|
|
|
|
|
·
|
During
2005, our non-Subway revenue increased $14.8 million, or 244%, over
2004.
We expect our non-Subway revenue to continue to increase in 2006.
No
single customer, other than Subway, accounted for more than 10% of
our
total 2005 revenues. As our customer base continues to grow, we expect
our
customer concentration levels to decline.
|
|
·
|
During
2005, we experienced an increase in our cost of product sales as
a
percentage of revenue (and gross margin percentage deterioration).
The
deterioration is primarily due to an increase in warranty related
charges
to address a longevity and reliability issue and, to a lesser extent,
increases in component pricing. In 2005, we recorded a warranty charge
of
$9.6 million related to our Tornado oven sold to Subway. In 2005,
we
experienced an increase of 5% in our Tornado oven bill of materials
due to
increases in component pricing, primarily the result of increased
stainless steel pricing. Additionally, we experienced increased freight
and handling costs. In 2006, we expect gross profit percentages to
improve
as we anticipate no recurrence of product performance issues causing
material warranty related charges, as we believe a favorable sales
mix
will result from continued expansion of our customer base and as
we expect
our recently instituted price increases to take full effect in early
2006.
|
|
|
|
|
·
|
During
2005, we increased our research and development expenditures primarily
as
the result of our residential oven initiative. In 2006, we expect
our
research and development expenditures to exceed the 2005 levels
as we develop additional residential and commercial products.
|
|
|
|
|
·
|
During
2005, we recorded a $6.3 million in-process research and development
charge in connection with the acquisition of technology assets from
Global.
We
expect to record additional charges in 2006 due to additional
consideration payable provided certain contingencies associated with
the
acquisition are met.
|
|
|
|
|
·
|
During
2005, we increased our selling, general and administrative expenses
by
$11.0 million over 2004. We expect an increase in 2006, primarily
due to
increased marketing costs related to the residential product launch.
|
|
|
|
|
|
|
·
|
increase
our Subway and non-Subway revenue in spite of the price
increases;
|
|
|
|
|
·
|
reduce
our product warranty charges;
|
|
|
|
|
·
|
manage
costs related to the residential product launch;
|
|
|
|
|
Increase
(Decrease) in
|
|
|||||
|
|
Research
and Development
|
|
|||||
|
|
Expenses
|
|
|||||
|
|
|
|
|||||
|
|
2005
to 2004
|
|
|
2004
to 2003
|
|
||
|
|
|
|
|
|
|
||
Payroll
and related expenses
|
|
$
|
518
|
|
$
|
347
|
||
General
and administrative expenses
|
30
|
121
|
||||||
Design,
prototype and other related expenses
|
|
|
2,557
|
|
|
|
(163
|
)
|
|
|
|
|
|
|
|
||
Total
increase
|
|
$
|
3,105
|
|
$
|
305
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(Decrease) in
|
|
|||||
|
|
General
and Administrative
|
|
|||||
|
|
Expenses
|
|
|||||
|
|
|
|
|||||
|
|
2005
to 2004
|
|
|
2004
to 2003
|
|
||
|
|
|
|
|
|
|
||
Selling,
marketing and related expenses
|
$
|
3,159
|
$
|
1,127
|
||||
Legal
and professional fees
|
2,669
|
1,820
|
||||||
Depreciation
and amortization
|
|
|
1,744
|
|
|
285
|
||
Rent
and occupancy costs
|
1,478
|
364
|
||||||
Payroll
and related expenses
|
|
1,374
|
|
4,069
|
||||
Travel
and related expenses
|
|
|
553
|
|
|
1,068
|
||
Enersyst
acquisition
|
--
|
1,841
|
||||||
Non-cash
compensation
|
87
|
(297
|
)
|
|||||
Receivable
write-off
|
--
|
(735
|
)
|
|||||
Other
|
|
|
(28
|
)
|
|
|
(239
|
)
|
|
|
|
|
|
|
|
||
Total
increase
|
|
$
|
11,036
|
|
$
|
9,303
|
||
|
|
|
|
|
|
|
|
|
|
|
Payments
Due By Period
|
|
||||||||||||||||||||||||||||
|
|
|
|
Total
|
|
2006
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|
Thereafter
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Installment
Payments for Covenants Not-to-Compete
|
$
|
4,000
|
$
|
1,333
|
$
|
1,333
|
$
|
1,334
|
$
|
--
|
$
|
--
|
$
|
--
|
|||||||||||||||||||
Operating
Leases
|
|
|
|
5,972
|
|
|
1,130
|
|
|
1,072
|
|
|
997
|
|
|
914
|
|
|
633
|
|
|
1,226
|
|
|
|
||||||||
Total
|
|
|
|
$
|
9,972
|
|
|
$
|
2,463
|
|
|
$
|
2,405
|
|
|
$
|
2,331
|
|
|
$
|
914
|
|
|
$
|
633
|
|
|
$
|
1,226
|
|
|
|
|
Name
|
|
|
|
Age
|
|
Position
|
|
|
|
|
|
|
|
|
|
Richard
E. Perlman
|
|
|
|
59
|
|
Chairman
of the Board of Directors
|
|
James
K. Price
|
|
|
|
47
|
|
President,
Chief Executive Officer and Director
|
|
James
A. Cochran
|
|
|
|
58
|
|
Senior
Vice President and Chief Financial Officer
|
|
Paul
P. Lehr
|
59
|
Vice
President and Chief Operating Officer
|
|||||
Joseph
T. McGrain
|
58
|
Vice
President and President, Residential Oven Division
|
|||||
William
A. Shutzer
|
|
|
|
58
|
|
Director
|
|
Raymond
H. Welsh
|
|
|
|
74
|
|
Director
|
|
J.
Thomas Presby
|
|
|
|
66
|
|
Director
|
|
Sir
Anthony Jolliffe
|
|
|
|
67
|
|
Director
|
|
James
W. DeYoung
|
|
|
|
62
|
|
Director
|
|
Name
and Principal Position
|
|
Fiscal
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Other
($)
|
|
Long-Term
Compensation
Awards
Securities
Underlying
Options (# )
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Richard
E. Perlman
|
|
|
2005
|
|
$
|
365,000
|
|
$
|
-0-
|
|
$
|
-0-
|
|
|
-0-
|
|
Chairman(1)
|
|
|
2004
|
|
|
365,000
|
|
|
191,630
|
|
|
-0-
|
|
|
-0-
|
|
2003
|
56,154
|
-0-
|
-0-
|
416,666
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James
K. Price
|
|
|
2005
|
|
|
365,000
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
Chief
Executive Officer(2)
|
|
|
2004
|
|
|
365,000
|
|
|
191,630
|
|
|
-0-
|
|
|
-0-
|
|
2003
|
56,154
|
-0-
|
-0-
|
416,666
|
||||||||||||
James
A. Cochran
|
2005
|
243,000
|
-0-
|
-0-
|
15,000
|
|||||||||||
Chief
Financial Officer(3)
|
2004
|
243,000
|
60,545
|
-0-
|
-0-
|
|||||||||||
2003
|
18,692
|
-0- |
-0-
|
133,333
|
||||||||||||
Paul
P. Lehr
|
2005
|
193,450
|
-0-
|
-0- |
40,000
|
|||||||||||
Chief
Operating Officer(4)
|
2004
|
175,814
|
18,318
|
75,000
|
(6) |
16,666
|
||||||||||
2003
|
9,231
|
-0-
|
-0-
|
116,666
|
||||||||||||
Joseph
T. McGrain
|
2005
|
129,483
|
-0-
|
-0-
|
133,333
|
|||||||||||
President,
Residential Oven Division(5)
|
2004 |
-0-
|
-0-
|
-0-
|
-0-
|
|||||||||||
2003 |
-0-
|
-0-
|
-0-
|
-0-
|
(1)
|
Mr.
Perlman began serving as Chairman on October 28, 2003.
|
|
|
(2)
|
Mr.
Price began serving as Chief Executive Officer on October 28,
2003.
|
|
|
(3)
|
Mr. Cochran began serving as Chief Financial Officer on October 28, 2003. |
(4)
|
Mr.
Lehr began serving as Chief Operating Officer on May 24, 2004 and
from
November 24, 2003 through May 24, 2004 he served as our Vice President
of
Operations.
|
|
|
(5)
|
Mr.
McGrain began serving as President, Residential Oven Division on
April 25,
2005.
|
|
|
(6)
|
The
amounts presented for 2004 include a relocation payment of $75,000
to Mr.
Lehr. The compensation set forth in this column does not include
compensation in the form of perquisites or other personal benefits
for
Messrs. Perlman, Price, and Cochran in fiscal years 2005, 2004 and
2003
because such perquisites and other personal benefits did not exceed
the
lesser of $50,000 or 10% of the total annual salary and bonus for
these
individuals for such years.
|
Name
|
|
Number
of
Shares
of
Common
Stock Underlying
Options
Granted
|
|
%
of Total
Options
Granted
to
Employees
in
2005
|
|
Exercise
Price
($/Share)
|
|
Expiration
Date
|
|
Potential
Realizable Value at
Assumed
Annual Rates of Stock
Price
Appreciation for
Option
Term(1)
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
5%
|
|
10%
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
James
A. Cochran
|
15,000
|
1.55
|
10.35
|
5/3/2015
|
97,636
|
247,429
|
||||||||||||||||
Paul
P. Lehr
|
40,000
|
4.14
|
10.35
|
5/3/2015 |
260,362
|
659,809
|
||||||||||||||||
Joseph
T. McGrain
|
133,333
|
13.79
|
%
|
$
|
10.35
|
4/25/2015
|
$
|
867,872
|
$
|
2,199,359
|
|
(1)
|
The
potential realizable value of the options, if any, granted in 2005
to each
of the named executive officers was calculated by multiplying those
options by the excess of (a) the assumed market value of Common Stock,
at
the end of option term, if the market value of Common Stock were
to
increase 5% or 10% in each year of the option's term over (b) the
exercise
price shown. This calculation does not take into account any taxes
or
other expenses which might be owed. The 5% and 10% appreciated rates
are
set forth in the SEC rules and no representation is made that the
Common
Stock will appreciate at these assumed rates or at all.
|
|
|
|
Name
|
|
Shares
Acquired
on Exercise
|
|
Value Realized
(Market
Price
at Exercise Less
Exercise
Price)
|
|
Number
of Unexercised Options
At
Fiscal Year-End
|
|
Value
of Unexercised In-The-
Money
Options At Fiscal Year-
End
(1)
|
||||||||||||||||||||
|
|
|
|
|
|
Exercisable
|
|
Unexercisable
|
|
Exercisable
|
|
Unexercisable
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Richard
E. Perlman
|
|
|
--
|
|
|
|
$
|
--
|
|
|
|
416,633
|
|
|
|
|
--
|
|
|
|
$
|
3,795,527
|
|
|
|
$
|
--
|
|
James
K. Price
|
|
|
--
|
|
|
|
|
--
|
|
|
|
416,666
|
|
|
|
|
--
|
|
|
|
|
3,795,827
|
|
|
|
|
--
|
|
James
A. Cochran
|
--
|
--
|
148,333
|
--
|
1,274,814
|
--
|
||||||||||||||||||||||
Paul
P. Lehr
|
28,000
|
202,256
|
106,444
|
--
|
683,208
|
--
|
||||||||||||||||||||||
Joseph
T. McGrain
|
--
|
--
|
133,333
|
--
|
534,665
|
--
|
|
(1)
|
Options
are “in the money” if the fiscal year-end fair market value of the Common
Stock exceeds the option exercise price. At December 30, 2005, TurboChef
common stock's closing sales price was
$14.36.
|
Title
of Class
|
|
Name
and Address of
Beneficial
Owner of Class
|
|
Amount
of Beneficial Ownership
|
|
Percent
of
Class(1)
|
||
|
|
|
|
|
|
|
||
Common
|
|
OvenWorks,
LLLP
655
Madison Avenue
Suite
1500
New
York, NY 10021
|
|
7,203,156
|
(2)
|
|
25.1
|
%
|
Common
|
|
Jeffrey
B. Bogatin
888
Park Avenue
New
York, NY 10021
|
|
1,948,867
|
(3)
|
|
6.8
|
%
|
|
(1)
|
Based
upon 28,693,516 shares outstanding on March 1, 2006.
|
|
(2)
|
Shares
of common stock held by OvenWorks were issued upon the conversion
of
shares of Series D Convertible Preferred Stock that were issued in
connection with a private placement to OvenWorks. Oven Management,
Inc. is
the sole general partner of OvenWorks, LLLP. Richard Perlman, our
Chairman, is the sole shareholder, sole director and President of
Oven
Management, Inc. and also a limited partner of
OvenWorks.
|
|
(3)
|
Based
upon ownership reported in a Schedule 13D filed on July 20,
2004.
|
|
|
|
|
·
|
each
of TurboChef's directors;
|
|
|
|
|
·
|
each
of TurboChef's named executive officers; and
|
|
|
|
|
·
|
all
of TurboChef's directors and executive officers as a
group.
|
Name
of Beneficial Owner
|
|
Amount and Nature
of
Beneficial
Ownership
(1)
|
|
Percent
of
Class
|
|||
|
|
|
|
|
|||
Richard
E. Perlman
|
|
|
8,212,707
|
(2)
|
|
|
28.2%
|
James
K. Price
|
|
|
2,197,202
|
(3)
|
|
|
7.6%
|
J.
Thomas Presby
|
|
|
188,572
|
(4)
|
|
|
*
|
William
A. Shutzer
|
|
|
1,886,063
|
(5)
|
|
|
1.0%
|
Raymond
H. Welsh
|
|
|
299,483
|
(6)
|
|
|
1.0%
|
Sir
Anthony Jolliffe
|
|
|
194,869
|
(7)
|
|
|
*
|
James
W. DeYoung
|
|
|
361,839
|
(8)
|
|
|
1.3%
|
James
A. Cochran
|
|
|
418,255
|
(9)
|
|
|
1.5%
|
Paul
P. Lehr
|
|
|
106,444
|
(10)
|
|
|
*
|
Joseph
T. McGrain
|
133,333
|
(11)
|
*
|
||||
|
|
|
|
|
|
|
|
All
current directors and executive officers as a group (10 persons)
|
|
|
10,913,205
|
(2)(12)
|
|
|
36.0%
|
*
|
|
Less
than 1%
|
|
(1)
|
|
Unless
otherwise indicated, the Company believes that all persons named
in the
table have sole voting and investment power with respect to all
shares of
common stock beneficially owned by them. Percentages herein assume
a base
of 28,693,516 shares of common stock outstanding as of March 1,
2006.
|
|
(2)
|
|
Includes
416,633 shares of common stock issuable upon exercise of options
and
7,203,156 shares of common stock (or 25.1%) currently owned by
OvenWorks,
LLLP, which is controlled by Mr. Perlman. Current directors and
executive
officers (or their affiliates) would have beneficial ownership
of an
aggregate of 4,273,180 shares of the Company's common stock if
OvenWorks
distributed such shares to its partners.
|
|
(3)
|
Includes
416,666 shares of common stock issuable upon exercise of options
and
1,187,618 shares of common stock currently owned by OvenWorks,
LLLP.
|
||
(4)
|
Includes
68,333 shares of common stock issuable upon exercise of options
and 80,199
shares of common stock currently owned by OvenWorks,
LLLP.
|
||
(5)
|
Includes
68,333 shares of common stock issuable upon exercise of options
and
1,212,426 shares of common stock currently owned by OvenWorks,
LLLP.
|
||
(6)
|
Includes
53,333 shares of common stock issuable upon exercise of options
and
176,813 shares of common stock currently owned by OvenWorks,
LLLP.
|
||
(7)
|
Includes
139,999 shares of common stock issuable upon exercise of options
and
36,598 shares of common stock currently owned by OvenWorks,
LLLP.
|
||
(8)
|
Includes
61,666 shares of common stock issuable upon exercise of options
and
211,870 shares of common stock currently owned by OvenWorks,
LLLP.
|
||
(9)
|
Includes
148,333 shares of common stock issuable upon exercise of options
and
180,038 shares of common stock currently owned by OvenWorks,
LLLP.
|
||
(10)
|
Shares
issuable upon exercise of options.
|
||
(11)
|
Shares
issuable upon exercise of options.
|
||
(12)
|
Includes
1,613,073 shares issuable upon exercise of options and 7,203,156
shares of
common stock currently owned by OvenWorks, LLLP.
|
||
Plan
category
|
Number
of securities
to
be issued upon
exercise
of outstanding
options,
warrants and
rights
|
Weighted-average
exercise
price of
outstanding
options,
warrants
and rights
|
Number
of securities
remaining
available for
future
issuance under
equity
compensation plans
(excluding
securities
reflected
in first column)
|
|||||||
Equity
compensation
plans
approved by
security
holders
|
|
3,694,187
|
|
|
$
|
8.70
|
|
|
2,958,534
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
compensation
plans
not approved
by
security holders
|
|
--
|
|
|
|
--
|
|
|
--
|
|
Total
|
|
3,694,187
|
|
|
$
|
8.70
|
|
|
2,958,534
|
|
Description
|
|
Page
|
|
|
|
Reports
of Independent Registered Public Accounting Firm
|
|
F-2
|
Managements
Responsibility for Financial Reporting
|
|
F-5
|
Consolidated
Balance Sheets as of December 31, 2005 and 2004
|
|
F-6
|
Consolidated
Statements of Operations for the years ended December 31, 2005, 2004
and
2003
|
|
F-7
|
Consolidated
Statements of Changes in Stockholders' Equity (Deficit) for the years
ended December 31, 2005, 2004 and 2003
|
|
F-8
|
Consolidated
Statements of Cash Flows for the years ended December 31, 2005, 2004
and
2003
|
|
F-10
|
Notes
to Consolidated Financial Statements
|
|
F-11
|
Description
|
|
Page
|
Schedule
II - Valuation and Qualifying Accounts
|
|
S-1
|
Exhibit
No.
|
|
|
|
Description
|
|
|
|
|
|
|
|
|
2.1
|
|
--
|
|
Stock
Purchase Agreement dated as of October 28, 2003 by and between the
Registrant and OvenWorks, LLLP (incorporated by reference to Exhibit
2.1
to the Registrant's Current Report on Form 8-K, filed with the Commission
on November 10, 2003)
|
|
|
|
|
|
|
|
2.2
|
|
--
|
|
Contribution
Agreement, dated May 21, 2004 by and among the Registrant, Enersyst
Development Center LLC and its members (incorporated by reference
to
Exhibit 2.1 to the Registrant's Current Report on Form 8-K, filed
with the
Commission on May 28, 2004)
|
2.3
|
Asset
Purchase Agreement, dated September 12, 2005, among TurboChef
Technologies, Inc., Global Appliance Technologies, Inc. and stockholders
of Global Appliance Technologies (incorporated by reference to Exhibit
2.1
to the Registrant's
Current Report on Form 8-K, filed with the Commission on September
13,
2005)
|
||||
|
|
|
|
|
|
|
3.1
|
|
--
|
|
Restated
Certificate of Incorporation (incorporated by reference to Exhibit
3.1.2
to the Registrant's Registration Statement on Form SB-2, Registration
No.
33-75008)
|
|
|
|
|
|
|
|
3.2
|
|
--
|
|
Amendment
to Certificate of Incorporation - Certificate of Designation of Series
A
Convertible Preferred Stock (incorporated by reference to Exhibit
3.1 to
the Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000, filed with the Commission on November 14,
2000)
|
|
|
|
|
|
|
|
3.3
|
|
--
|
|
Amendment
to Certificate of Incorporation - Certificate of Designation of Series
B
Convertible Preferred Stock (incorporated by reference to Exhibit
3.3 to
the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, filed with the Commission on April 16,
2001)
|
Exhibit
No.
|
|
|
|
Description
|
|
|
|
|
|
|
|
|
3.4
|
|
--
|
|
Amendment
to Certificate of Incorporation - Certificate of Designation of
Series C
Convertible Preferred Stock (incorporated by reference to Exhibit
3.1 to
the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March
31, 2002, filed with the Commission on May 15, 2002)
|
|
|
|
|
|
|
|
3.5
|
|
--
|
|
Amendment
to Certificate of Incorporation - Certificate of Designation of
Series D
Convertible Preferred Stock (incorporated by reference to Exhibit
3(i) to
the Registrant's Current Report on Form 8-K, filed with the Commission
on
November 10, 2003)
|
|
|
|
|
|
|
|
3.6
|
|
--
|
|
Certificate
of Amendment to the Restated Certificate of Incorporation of TurboChef
Technologies, Inc., as amended (incorporated by reference to Exhibit
99.1
to the Registrant's Current Report on Form 8-K, filed with the
Commission
on July 20, 2004)
|
|
|
|
|
|
|
|
3.7
|
|
--
|
|
Certificate
of Amendment to the Restated Certificate of Incorporation of TurboChef
Technologies, Inc., as amended (incorporated by reference to Exhibit
99.1
to the Registrant's Current Report on Form 8-K, filed with the
Commission
on December 23, 2004)
|
|
|
|
|
|
|
|
3.8
|
|
--
|
|
Restated
By-Laws (incorporated by reference to Exhibit 3.2.2 to the Registrant's
Registration Statement on Form SB-2, Registration No.
33-75008)
|
|
|
|
|
|
|
|
4.1
|
|
--
|
|
Specimen
Common Stock certificate (incorporated by reference to Exhibit
4.2 to the
Registrant's Registration Statement on Form SB-2, Registration
No.
33-75008)
|
|
|
|
|
|
|
|
4.2
|
|
--
|
|
Specimen
Common Stock certificate (incorporated by reference to Exhibit
4.11 to the
Registrant's Registration Statement on Form S-3, Registration No.
333-121818)
|
|
|
|
|
|
|
|
4.3
|
|
--
|
|
See
Exhibits 3.1 through 3.8 for provisions of the Certificate of
Incorporation and Bylaws of the Registrant defining the rights
of holders
of the Registrant's Common Stock
|
|
|
|
|
|
|
|
10.1
|
|
--
|
|
1994
Stock Option Plan, as amended (incorporated by reference to Exhibit
10.14.2 to the Registrant's Registration Statement on Form SB-2,
Registration No. 33-75008)
|
10.2
|
|
--
|
|
Strategic
Alliance Agreement dated as of September 26, 1997 by and between
the
Registrant and Maytag Corporation (incorporated by reference to
Exhibit
10.26 to the Registrant's Quarterly Report on Form 10-Q for the
quarter
ended September 30, 1997, filed with the Commission on November
14,
1997)
|
|
10.3
|
|
--
|
|
First
Extension of the Project Agreement (RCAP-II) dated March 4, 1998
by and
between the Registrant and Maytag Corporation (incorporated by
reference
to Exhibit 10.28 to the Registrant's Annual Report on Form 10-K
for the
fiscal year ended December 31, 1997, filed with the Commission
on March
31, 1998)
|
|
10.4
|
|
--
|
|
Commercial
Cooking Appliance Project Agreement dated as of July 29, 1998 by
and
between TurboChef Technologies, Inc. and Maytag Corporation (incorporated
by reference to Exhibit 10.30 to the Registrant's Quarterly Report
on Form
10-Q for the quarter ended June 30, 1998, filed with the Commission
on
August 14, 1998)
|
|
10.5
|
|
--
|
|
License
Agreement dated as of October 28, 1999 by and between the Registrant
and
Maytag Corporation (incorporated by reference to Exhibit 10.37
to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September
30, 1999, filed with the Commission on November 15,
1999)
|
|
10.6*
|
|
--
|
|
OEM
Contract dated May 19, 2000 between the Registrant and Shandong
Xiaoya
Group (incorporated by reference to Exhibit 10.12 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
2001,
filed with the Commission on April 15, 2002)
|
|
10.7
|
|
--
|
|
Settlement
Agreement dated February 28, 2002 between the Registrant and Whitbread
PLC
(incorporated by reference to Exhibit 10.21 to the Registrant's
Annual
Report on Form 10-K for the fiscal year ended December 31, 2001,
filed
with the Commission on April 15, 2002)
|
|
Exhibit
No.
|
Description
|
||||
10.8*
|
|
--
|
|
Supplementary
Agreement to the OEM Manufacturing Contract executed on March
27, 2002
between the Registrant and Shandong Xiaoya Group (incorporated
by
reference to Exhibit 10.22 to the Registrant's Annual Report
on Form 10-K
for the fiscal year ended December 31, 2001, filed with the Commission
on
April 15, 2002)
|
|
10.9
|
|
--
|
|
Amendment
#2 to Supplementary Agreement to the OEM Manufacturing Contract
executed
on December 12, 2002 between the Registrant and Shandong Xiaoya
Group
(incorporated by reference to Exhibit 10.13 to the Registrant's
Annual
Report on Form 10-K for the fiscal year ended December 31, 2002,
filed
with the Commission on April 16, 2003)
|
|
10.10
|
|
--
|
|
Stockholders'
Agreement dated as of October 28, 2003 by and among the Registrant,
OvenWorks, LLLP, Jeffrey Bogatin and Donald Gogel (incorporated
by
reference to Exhibit 10.1 to the Registrant's Current Report
on Form 8-K,
filed with the Commission on November 10, 2003)
|
|
10.11
|
|
--
|
|
Voting
Agreement dated as of October 28, 2003 by and among OvenWorks,
LLLP,
Jeffrey Bogatin and Donald Gogel (incorporated by reference to
Exhibit
99.1 to the Registrant's Current Report on Form 8-K, filed with
the
Commission on November 10, 2003)
|
|
10.12
|
|
--
|
|
Settlement
and Release Agreement dated as of October 28, 2003 by and between
the
Registrant and Grand Cheer Company Limited (incorporated by reference
to
Exhibit 10.2 to the Registrant's Current Report on Form 8-K,
filed with
the Commission on November 10, 2003)
|
|
10.13
|
|
--
|
|
Voting
Agreement dated as of October 28, 2003 by and between OvenWorks,
LLLP and
Grand Cheer Company Limited (incorporated by reference to Exhibit
99.2 to
the Registrant's Current Report on Form 8-K, filed with the Commission
on
November 10, 2003)
|
|
10.14*
|
|
--
|
|
Equipment
Supplier Approval Agreement dated as of March 5, 2004 by and
among the
Registrant, Doctor's Associates, Inc. and Independent Purchasing
Cooperative, Inc. (incorporated by reference to Exhibit 10.19
to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December
31, 2003, filed with the Commission on March 30, 2004)
|
|
10.15
|
|
--
|
|
Consent
to Transfer and First Amendment to Stockholders' Agreement dated
as of
November 21, 2003 by and among the Registrant, OvenWorks, LLLP,
Jeffrey
Bogatin and Donald Gogel (incorporated by reference to Exhibit
10.20 to
the Registrant's Annual Report on Form 10-K for the fiscal year
ended
December 31, 2003, filed with the Commission on March 30,
2004)
|
|
10.16
|
|
--
|
|
TurboChef
Technologies, Inc. 2003 Stock Incentive Plan (incorporated by
reference to
Exhibit 10.21 to the Registrant's Annual Report on Form 10-K
for the
fiscal year ended December 31, 2003, filed with the Commission
on March
30, 2004)
|
|
10.17
|
|
--
|
|
Form
of Incentive Stock Option Agreement under the 2003 Stock Incentive
Plan
(incorporated by reference to Exhibit 10.22 to the Registrant's
Annual
Report on Form 10-K for the fiscal year ended December 31, 2003,
filed
with the Commission on March 30, 2004)
|
|
10.18
|
|
--
|
|
Form
of Non-Qualified Stock Option Agreement under the 2003 Stock
Incentive
Plan (incorporated by reference to Exhibit 10.23 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 2003,
filed with the Commission on March 30, 2004)
|
|
10.19
|
|
--
|
|
Form
of Non-Qualified Stock Option Agreement for Consultants under
the 2003
Stock Incentive Plan (incorporated by reference to Exhibit 10.24
to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December
31, 2003, filed with the Commission on March 30, 2004)
|
|
10.20
|
|
--
|
|
Employment
Agreement, dated as of February 9, 2004, by and between the Registrant
and
Richard E. Perlman (incorporated by reference to Exhibit 10.25
to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December
31, 2003, filed with the Commission on March 30,
2004)
|
Exhibit
No.
|
Description | ||||
10.21
|
|
--
|
|
Employment
Agreement, dated as of February 9, 2004, by and between the Registrant
and
James K. Price (incorporated by reference to Exhibit 10.26 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December
31, 2003, filed with the Commission on March 30, 2004)
|
|
10.22
|
|
--
|
|
Employment
Agreement, dated as of February 9, 2004, by and between the Registrant
and
James A. Cochran (incorporated by reference to Exhibit 10.27 to
the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December
31, 2003, filed with the Commission on March 30, 2004)
|
|
10.23
|
|
--
|
|
Preferred
Unit Exchange Agreement, dated May 21, 2004, by and among the Registrant
and the members of Enersyst (incorporated by reference to Exhibit
10.1 to
the Registrant's Current Report on Form 8-K, filed with the Commission
on
May 28, 2004)
|
|
10.24
|
|
--
|
|
Form
of Subscription Agreement entered into as of May 21, 2004 by the
Registrant and each of the Investors (incorporated by reference
to Exhibit
10.2 to the Registrant's Current Report on Form 8-K, filed with
the
Commission on May 28, 2004)
|
|
10.25
|
|
--
|
|
Form
of Registration Rights Agreement, dated May 21, 2004, by and among
the
Registrant and the Investors (incorporated by reference to Exhibit
10.3 to
the Registrant's Current Report on Form 8-K, filed with the Commission
on
May 28, 2004)
|
|
10.26
|
|
--
|
|
Amended
and Restated Operating Agreement of Enersyst, dated May 21, 2004
(incorporated by reference to Exhibit 10.4 to the Registrant's
Current
Report on Form 8-K, filed with the Commission on May 28,
2004)
|
|
10.27
|
|
--
|
|
Amendment
to TurboChef Technologies, Inc. 2003 Stock Incentive Plan (incorporated
by
reference to Exhibit 10.1 to the Registrant's Quarterly Report
on Form
10-Q for the quarter ended March 31, 2004, filed with the Commission
on
May 12, 2004, as amended on November 22, 2004)
|
|
10.28
|
|
--
|
|
Warrant,
dated December 13, 2002, issued to Banc of America Securities LLC
(incorporated by reference to Exhibit 4.14 to the Registrant's
Registration Statement on Form S-3, Registration No.
333-117806)
|
|
10.29
|
|
--
|
|
Warrant
Certificate, dated March 19, 2001, issued to Grand Cheer Company
Limited
(incorporated by reference to Exhibit 4.15 to the Registrant's
Registration Statement on Form S-3, Registration No.
333-117806)
|
|
10.30
|
|
--
|
|
Employment
Agreement, dated as of September 14, 2004, by and between the Registrant
and Paul P. Lehr (incorporated by reference to Exhibit 10.1 to
the
Registrant's Current Report on Form 8-K, filed with the Commission
on
November 1, 2004)
|
|
10.31
|
|
--
|
|
Credit
Agreement dated as of February 28, 2005 among TurboChef Technologies,
Inc., its subsidiaries and Bank of America, N.A. (incorporated
by
reference to Exhibit 99.1 to the Registrant's Current Report on
Form 8-K,
filed with the Commission on March 3, 2005)
|
|
10.32
|
|
--
|
|
Employment
Agreement, effective as of April 25, 2005, by and between TurboChef
Technologies, Inc. and Joseph T. McGrain (incorporated by reference
to
Exhibit 10.1 to the Registrant's
Current Report on Form 8-K, filed with the Commission on May 5,
2005)
|
|
10.33
|
|
--
|
|
Restrictive
Covenant Agreement, dated September 12, 2005, between TurboChef
Technologies, Inc. and David H. McFadden (incorporated by reference
to
Exhibit 10.1 to the Registrant's
Current Report on Form 8-K, filed with the Commission on September
13,
2005)
|
|
10.34
|
|
--
|
|
Restrictive
Covenant Agreement, dated September 12, 2005, between TurboChef
Technologies, Inc. and David A. Bolton (incorporated by reference
to
Exhibit 10.2 to the Registrant's
Current Report on Form 8-K, filed with the Commission on September
13,
2005)
|
Exhibit
No.
|
Description | ||||
23.1
|
|
--
|
|
Consent
of Independent Registered Public Accounting Firm
|
|
24.1
|
|
--
|
|
Power
of Attorney (see signature page)
|
|
31.1
|
|
--
|
|
Certification
of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
31.2
|
|
--
|
|
Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
32.1
|
|
--
|
|
Certification
of the Principal Executive Officer and Principal Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
*
|
Portions
of these documents have been omitted and filed separately with
the
Securities and Exchange Commission pursuant to a request for confidential
treatment of the omitted portions.
|
|
|
Date
Filed
|
|
Items
Reported
|
|
Financial
Statements Filed
|
|
|
|
|
|
|
|
November
2, 2005
|
|
Item
2.02 -
|
Results
of Operations and Financial Condition
|
|
|
|
|
Item
9.01 -
|
Financial
Statements and Exhibits
|
|
None
|
|
|
|
|
|
|
December
30, 2005
|
|
Item
1.01 -
|
Entry
Into a Material Definitive Agreement
|
|
|
|
|
Item
9.01 -
|
Financial
Statements and Exhibits
|
|
None
|
|
Balance
at
Beginning
of
Year
|
|
Charged
to
Costs
and
Expenses
|
|
Charged
to
Other
Accounts
|
|
Deductions
|
|
Balance
at
End
of
Year
|
|
||||||||||
|
(In
thousands)
|
|
||||||||||||||||||
Allowance
for Doubtful Accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Year
ended December 31, 2005
|
|
|
$
|
197
|
|
$
|
98
|
|
$
|
(48
|
)
|
$
|
(70
|
)
|
$
|
177
|
|
|
||
Year
ended December 31, 2004
|
|
|
219
|
|
46
|
|
58
|
|
(126
|
)
|
197
|
|
|
|||||||
Year
ended December 31, 2003
|
|
|
|
169
|
|
|
101
|
|
|
--
|
|
|
(51
|
)
|
|
219
|
|
|
||
Deferred
Income Tax Asset Valuation Allowance
|
|
|
|
|||||||||||||||||
Year
ended December 31, 2005
|
|
|
|
15,946
|
|
|
11,933
|
|
|
996
|
|
|
--
|
|
|
28,875
|
|
|
||
Year
ended December 31, 2004
|
|
|
|
19,624
|
|
|
--
|
|
|
--
|
|
|
(3,678
|
)
|
|
15,946
|
|
|
||
Year
ended December 31, 2003
|
|
|
|
14,747
|
|
|
4,877
|
|
|
--
|
|
|
--
|
|
|
19,624
|
|
|
|
TURBOCHEF
TECHNOLOGIES, INC.
|
|
|
|
|
|
By:
/s/ James K.
Price
|
|
|
|
|
|
James
K. Price
|
|
|
President
and Chief Executive Officer
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Richard E. Perlman
|
|
|
|
|
Richard
E. Perlman
|
|
Chairman
of the Board and Director
|
|
March 7, 2006 |
|
|
|
|
|
/s/
James K. Price
|
|
|
|
|
James
K. Price
|
|
Chief
Executive Officer, President and Director (Principal
Executive
Officer)
|
|
March 7, 2006 |
/s/
James A. Cochran
|
|
|
|
|
James
A. Cochran
|
|
Senior
Vice President, Assistant Secretary and Chief
Financial
Officer (Principal Financial and Accounting
Officer)
|
|
March 7, 2006 |
/s/
William A. Shutzer
|
|
|
|
|
William
A. Shutzer
|
|
Director
|
|
March 7, 2006 |
|
|
|
|
|
/s/
Raymond H. Welsh
|
|
|
|
March 7, 2006 |
Raymond
H. Welsh
|
|
Director
|
|
|
|
|
|
|
March 7, 2006 |
/s/
J. Thomas Presby
|
|
|
|
|
J.
Thomas Presby
|
|
Director
|
|
March 7, 2006 |
|
|
|
|
|
/s/
James W. DeYoung
|
|
|
|
|
James
W. DeYoung
|
|
Director
|
|
March 7, 2006 |
|
|
|
|
|
/s/
Anthony Jolliffe
|
|
|
|
|
Sir
Anthony Jolliffe
|
|
Director
|
|
March 7, 2006 |
Reports
of Independent Registered Public Accounting Firm
|
F-2
|
Managements'
Report on Internal Control over Financial Reporting
|
F-4
|
Consolidated
Financial Statements:
|
|
Balance
Sheets as of December 31, 2005 and 2004
|
F-5
|
Statements
of Operations for the years ended December 31, 2005, 2004 and
2003
|
F-6
|
Statements
of Changes in Stockholders' Equity for the years ended December 31,
2005,
2004 and 2003
|
F-7
|
Statements
of Cash Flows for the years ended December 31, 2005, 2004 and
2003
|
F-9
|
Notes
to Financial Statements
|
F-10
|
|
December
31,
|
||||||
|
2005
|
2004
|
|||||
Assets
|
|||||||
|
|||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
40,098
|
$
|
12,942
|
|||
Restricted
cash
|
--
|
3,196
|
|||||
Accounts
receivable, net of allowance of $177 and $197,
respectively
|
7,314
|
9,542
|
|||||
Other
receivables
|
2,003
|
43
|
|||||
Inventory,
net
|
10,994
|
8,155
|
|||||
Prepaid
expenses
|
724
|
426
|
|||||
Total
current assets
|
61,133
|
34,304
|
|||||
Property
and equipment, net
|
6,482
|
2,678
|
|||||
Developed
technology, net of accumulated amortization of $1,300 and
$493
|
6,770
|
7,577
|
|||||
Goodwill
|
5,934
|
5,808
|
|||||
Covenants
not-to-compete, net of accumulated amortization of $166 in
2005
|
5,434
|
--
|
|||||
Other
assets
|
314
|
389
|
|||||
Total
assets
|
$
|
86,067
|
$
|
50,756
|
|||
|
|||||||
Liabilities
and Stockholders' Equity
|
|||||||
|
|||||||
Current
liabilities:
|
|||||||
Accounts
payable
|
$
|
6,166
|
$
|
8,401
|
|||
Other
payables
|
1,445
|
1,445
|
|||||
Accrued
expenses
|
3,484
|
3,135
|
|||||
Future
installments due on covenants not-to-compete
|
1,286
|
--
|
|||||
Deferred
revenue
|
2,278
|
1,338
|
|||||
Accrued
warranty
|
2,482
|
2,586
|
|||||
Deferred
rent
|
247
|
--
|
|||||
Total
current liabilities
|
17,388
|
16,905
|
|||||
|
|
||||||
Future
installments due on covenants not-to-compete, non-current
|
2,363
|
--
|
|||||
Deferred
rent, non-current
|
1,463
|
--
|
|||||
Other
liabilities
|
81
|
72
|
|||||
Total
liabilities
|
21,295
|
16,977
|
|||||
|
|||||||
Commitments
and contingencies
|
|||||||
|
|||||||
Stockholders'
equity:
|
|||||||
Preferred
stock, $1 par value, authorized 5,000,000 shares, 0 shares
issued
|
--
|
--
|
|||||
Preferred
membership units exchangeable for shares of TurboChef common
stock
|
967
|
6,351
|
|||||
Common
stock, $.01 par value, authorized 100,000,000 shares; issued 28,624,247
and 24,313,158
shares at December 31, 2005 and 2004, respectively
|
286
|
243
|
|||||
Additional
paid-in capital
|
143,950
|
79,508
|
|||||
Accumulated
deficit
|
(80,431
|
)
|
(52,277
|
)
|
|||
Notes
receivable for stock issuances
|
--
|
(46
|
)
|
||||
Total
stockholders' equity
|
64,772
|
33,779
|
|||||
Total
liabilities and stockholders' equity
|
$
|
86,067
|
$
|
50,756
|
|
Years
Ended December 31,
|
|||||||||
|
2005
|
2004
|
2003
|
|||||||
Revenues:
|
||||||||||
Product
sales
|
$
|
50,239
|
$
|
69,707
|
$
|
3,690
|
||||
Royalties
and services
|
2,010
|
1,187
|
--
|
|||||||
Total
revenues
|
52,249
|
70,894
|
3,690
|
|||||||
|
||||||||||
Costs
and expenses:
|
||||||||||
Cost
of product sales
|
43,532
|
44,047
|
1,946
|
|||||||
Research
and development expenses
|
4,307
|
1,202
|
897
|
|||||||
Purchased
research and development
|
6,285
|
--
|
--
|
|||||||
Selling,
general and administrative expenses
|
26,862
|
15,826
|
6,523
|
|||||||
Restructuring
charges
|
621
|
--
|
--
|
|||||||
Compensation
and severance related to termination of former
officers and directors
|
--
|
--
|
7,585
|
|||||||
Total
costs and expenses
|
81,607
|
61,075
|
16,951
|
|||||||
Operating
(loss) income
|
(29,358
|
)
|
9,819
|
(13,261
|
)
|
|||||
Other
income (expense):
|
||||||||||
Interest
income
|
1,536
|
63
|
128
|
|||||||
Interest
expense and, in 2003, debt extinguishment costs
|
(256
|
)
|
(8
|
)
|
(1,105
|
)
|
||||
Other
(expense) income
|
(76
|
)
|
106
|
(111
|
)
|
|||||
|
1,204
|
161
|
(1,088
|
)
|
||||||
(Loss)
income before income taxes
|
(28,154
|
)
|
9,980
|
(14,349
|
)
|
|||||
Provision
for income taxes
|
--
|
301
|
--
|
|||||||
Net
(loss) income
|
(28,154
|
)
|
9,679
|
(14,349
|
)
|
|||||
Preferred
stock dividends
|
--
|
--
|
(12,800
|
)
|
||||||
Net
(loss) income applicable to common stockholders
|
$
|
(28,154
|
)
|
$
|
9,679
|
$
|
(27,149
|
)
|
||
|
||||||||||
Per
share data:
|
||||||||||
Basic:
|
||||||||||
Net
(loss) income
|
$
|
(1.00
|
)
|
$
|
0.79
|
$
|
(2.11
|
)
|
||
Preferred
stock dividends
|
--
|
--
|
(1.88
|
)
|
||||||
Net
(loss) income applicable to common stockholders
|
$
|
(1.00
|
)
|
$
|
0.79
|
$
|
(3.99
|
)
|
||
Weighted
average number of common shares outstanding - basic
|
28,034,103
|
12,256,686
|
6,797,575
|
|||||||
Diluted:
|
||||||||||
Net
(loss) income
|
$
|
(1.00
|
)
|
$
|
0.37
|
$
|
(2.11
|
)
|
||
Preferred
stock dividends
|
--
|
--
|
(1.88
|
)
|
||||||
Net
(loss) income applicable to common stockholders
|
$
|
(1.00
|
)
|
$
|
0.37
|
$
|
(3.99
|
)
|
||
Weighted
average number of common shares outstanding - diluted
|
28,034,103
|
26,142,101
|
6,797,575
|
|||||||
|
|
|
Preferred
Stock
|
|
|
Preferred
Membership
Units
|
|
Common
Stock
|
|
|
|
|
|
|
|
||||||||
|
|
|
Shares
|
|
|
Amount
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Additional
Paid-in Capital
|
|
|
Accumulated
Deficit
|
|
Balance,
January 1, 2003
|
|
|
30,000
|
|
$
|
2,430
|
|
|
--
|
|
|
6,352,842
|
|
$
|
64
|
|
$
|
46,640
|
|
$
|
(47,412
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
(14,349
|
)
|
Compensation
expense, primarily related to stock
options granted for services
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
1,142
|
|
|
--
|
|
Cancellation
of notes receivable for stock issuances
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
(280,000
|
)
|
|
(3
|
)
|
|
(1,677
|
)
|
|
--
|
|
Interest
on notes receivable for stock issuances
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
Beneficial
conversion of Series D preferred
stock
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
12,605
|
|
|
--
|
|
Deemed
dividend for beneficial conversion
feature
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
(12,605
|
)
|
|
--
|
|
Conversion
of preferred stock to common stock
|
|
|
(30,000
|
)
|
|
(2,430
|
)
|
|
--
|
|
|
931,217
|
|
|
9
|
|
|
2,421
|
|
|
--
|
|
Preferred
stock dividends paid through issuance
of common stock
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
257,899
|
|
|
3
|
|
|
393
|
|
|
(195
|
)
|
Issuance
of common stock for non-compete
and release agreements
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
1,150,766
|
|
|
12
|
|
|
6,492
|
|
|
--
|
|
Other
issuances of common stock
|
|
|
|
|
|
|
|
|
--
|
|
|
78,615
|
|
|
--
|
|
|
219
|
|
|
--
|
|
Balance,
December 31, 2003
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
8,491,339
|
|
|
85
|
|
|
55,630
|
|
|
(61,956
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
|
|
|
|
|
|
|
|
|
--
|
|
|
|
|
|
--
|
|
|
9,679
|
|
Issuance
of preferred membership units
|
|
|
--
|
|
|
--
|
|
|
6,351
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
Conversion
of Series D preferred stock
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
14,217,666
|
|
|
142
|
|
|
12,463
|
|
|
--
|
|
Compensation
expense, primarily related to stock
options granted for services
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
113
|
|
|
--
|
|
Exercise
of options and warrants for
common stock
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
464,
032
|
|
|
5
|
|
|
1,757
|
|
|
--
|
|
Issuance
of common stock in private placement,
net of issuance costs
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
1,151,209
|
|
|
11
|
|
|
9,996
|
|
|
--
|
|
Cancellation
of treasury shares and other
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
(11,088
|
)
|
|
--
|
|
|
(451
|
)
|
|
--
|
|
Interest
on notes receivable for stock issuances
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
Balance,
December 31, 2004
|
|
|
--
|
|
|
--
|
|
6,351
|
|
|
24,313,158
|
|
243
|
|
79,508
|
|
(52,277
|
)
|
||||
|
||||||||||||||||||||||
Net
loss
|
--
|
--
|
--
|
--
|
--
|
--
|
(28,154
|
)
|
||||||||||||||
Issuance
of common stock in public offering, net
of issuance costs
|
--
|
--
|
--
|
2,925,000
|
29
|
54,810
|
--
|
|||||||||||||||
Issuance
of common stock in exchange for Enersyst
preferred membership units
|
--
|
--
|
(5,384
|
)
|
518,032
|
5
|
5,379
|
--
|
||||||||||||||
Exercise
of options and warrants for
common stock
|
--
|
--
|
--
|
807,278
|
8
|
3,064
|
--
|
|||||||||||||||
Issuance
of common stock for acquisition of
intangible assets
|
--
|
--
|
--
|
60,838
|
1
|
992
|
--
|
|||||||||||||||
Proceeds
from notes receivable for stock
issuances
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
|||||||||||||||
Compensation
expense, primarily related to stock
options granted for services
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
200
|
|
|
--
|
|
Other
|
--
|
--
|
--
|
(59
|
)
|
--
|
(3
|
)
|
--
|
|||||||||||||
|
||||||||||||||||||||||
Balance,
December 31, 2005
|
|
|
--
|
--
|
$
|
967
|
28,624,247
|
$
|
286
|
$
|
143,950
|
$
|
(80,431
|
)
|
|
|
Notes
Receivable
For
Stock
Issuances
|
|
Treasury
Stock
|
|
Total
Stockholders'
Equity
|
|
|||
Balance,
January 1, 2003
|
|
$
|
(2,530
|
)
|
$
|
(451
|
)
|
$
|
(1,259
|
)
|
Net
loss
|
|
|
--
|
|
|
--
|
|
|
(14,349
|
)
|
Compensation
expense, primarily related to stock
options granted for services
|
|
|
--
|
|
|
--
|
|
|
1,142
|
|
Cancellation
of notes receivable for stock
issuances
|
|
|
2,596
|
|
|
--
|
|
|
916
|
|
Interest
on notes receivable for stock issuances
|
|
|
(109
|
)
|
|
--
|
|
|
(109
|
)
|
Beneficial
conversion of Series D preferred
stock
|
|
|
--
|
|
|
--
|
|
|
12,605
|
|
Deemed
dividend for beneficial conversion
feature
|
|
|
--
|
|
|
--
|
|
|
(12,605
|
)
|
Conversion
of preferred stock to common stock
|
|
|
--
|
|
|
--
|
|
|
--
|
|
Preferred
stock dividends paid through issuance
of common stock
|
|
|
--
|
|
|
--
|
|
|
201
|
|
Issuance
of common stock for non-compete
and release agreements
|
|
|
--
|
|
|
--
|
|
|
6,504
|
|
Other
issuances of common stock
|
|
|
--
|
|
|
--
|
|
|
219
|
|
Balance,
December 31, 2003
|
|
|
(43
|
)
|
|
(451
|
)
|
|
(6,735
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
--
|
|
|
--
|
|
|
9,679
|
|
Issuance
of preferred membership units
|
|
|
--
|
|
|
--
|
|
|
6,351
|
|
Conversion
of Series D preferred stock
|
|
|
--
|
|
|
--
|
|
|
12,605
|
|
Compensation
expense, primarily related to stock
options granted for services
|
|
|
--
|
|
|
--
|
|
|
113
|
|
Exercise
of options and warrants for
common stock
|
|
|
--
|
|
|
--
|
|
|
1,762
|
|
Issuance
of common stock in private placement,
net of issuance costs
|
|
|
--
|
|
|
--
|
|
|
10,007
|
|
Cancellation
of treasury shares and other
|
|
|
--
|
|
|
451
|
|
|
--
|
|
Interest
on notes receivable for stock issuances
|
|
|
(3
|
)
|
|
--
|
|
|
(3
|
)
|
Balance,
December 31, 2004
|
|
(46
|
)
|
--
|
|
33,779
|
|
|||
|
||||||||||
Net
loss
|
--
|
--
|
(28,154
|
)
|
||||||
Issuance
of common stock in public offering, net
of issuance costs
|
--
|
--
|
54,839
|
|||||||
Issuance
of common stock in exchange for Enersyst
preferred membership units
|
--
|
--
|
--
|
|||||||
Exercise
of options and warrants for
common stock
|
--
|
--
|
3,072
|
|||||||
Issuance
of common stock for acquisition of
intangible assets
|
--
|
--
|
993
|
|||||||
Proceeds
from notes receivable for stock
issuances
|
46
|
--
|
46
|
|||||||
Compensation
expense, primarily related to stock
options granted for services
|
|
|
--
|
|
|
--
|
|
|
200
|
|
Other
|
--
|
--
|
(3
|
)
|
||||||
|
||||||||||
Balance,
December 31, 2005
|
$
|
--
|
$
|
--
|
$
|
64,772
|
|
|
Years
Ended December 31,
|
|
|||||||
|
|
2005
|
|
2004
|
|
2003
|
|
|||
Cash
flows from operating activities:
|
|
|
|
|
|
|
|
|||
Net
(loss) income
|
|
$
|
(28,154
|
)
|
$
|
9,679
|
$
|
(14,349
|
)
|
|
Adjustments
to reconcile net (loss) income to net cash (used in) provided by
operating
activities:
|
|
|
|
|
|
|
|
|
|
|
Purchased
research and development
|
6,285
|
--
|
--
|
|||||||
Depreciation
and amortization
|
|
|
2,796
|
|
|
1,052
|
|
|
264
|
|
Non-cash
interest on notes receivable from employees and directors
|
|
|
--
|
|
(3
|
)
|
|
(109
|
)
|
|
Non-cash
interest and debt extinguishment costs on non-interest bearing promissory
note
|
|
|
203
|
|
|
8
|
|
|
904
|
|
Non-cash
compensation expense
|
|
|
200
|
|
|
113
|
|
|
7,995
|
|
Amortization
of deferred rent
|
(122
|
)
|
--
|
--
|
||||||
Non-cash
restructuring costs
|
125
|
--
|
--
|
|||||||
Provision
for doubtful accounts
|
|
|
98
|
|
|
46
|
|
|
101
|
|
Provision
for uncollectible other receivables
|
|
|
--
|
|
|
--
|
|
|
735
|
|
Foreign
exchange loss (gain)
|
|
|
76
|
|
(44
|
)
|
|
117
|
|
|
Changes
in operating assets and liabilities, net of effects of
acquisition:
|
|
|
|
|
|
|
|
|
|
|
Restricted
cash
|
|
|
3,196
|
|
(3,196
|
)
|
|
--
|
|
|
Accounts
receivable
|
|
|
2,196
|
|
(8,603
|
)
|
|
1,109
|
||
Inventories
|
|
|
(3,619
|
)
|
|
(6,822
|
)
|
|
360
|
|
Prepaid
expenses and other assets
|
|
|
(2,342
|
)
|
|
(136
|
)
|
|
(258
|
)
|
Accounts
payable
|
|
|
(2,311
|
)
|
|
7,731
|
|
(809
|
)
|
|
Accrued
expenses and warranty
|
|
|
245
|
|
|
3,791
|
|
(11
|
)
|
|
Deferred
revenue
|
|
|
940
|
|
(27
|
)
|
|
553
|
|
|
Net
cash (used in) provided by operating activities
|
|
|
(20,188
|
)
|
|
3,589
|
|
(3,398
|
)
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
Acquisition
of business, net of cash acquired
|
|
|
(192
|
)
|
|
(7,683
|
)
|
|
--
|
|
Acquisition
of intangible assets
|
(7,292
|
)
|
--
|
--
|
||||||
Purchase
of property and equipment, net
|
|
|
(3,098
|
)
|
|
(2,913
|
)
|
|
(33
|
)
|
Other
|
|
|
128
|
|
(330
|
)
|
|
--
|
|
|
Net
cash used in investing activities
|
|
|
(10,454
|
)
|
|
(10,926
|
)
|
|
(33
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from the sale of common stock, net
|
|
|
54,839
|
|
|
10,007
|
|
|
--
|
|
Proceeds
from the sale of preferred stock, net
|
|
|
--
|
|
|
--
|
|
|
12,605
|
|
Proceeds
from the exercise of stock options and warrants
|
|
|
3,072
|
|
|
1,762
|
|
|
87
|
|
Payment
of note payable
|
|
|
--
|
|
(380
|
)
|
|
(1,000
|
)
|
|
Payment
of deferred loan costs
|
(156
|
)
|
--
|
--
|
||||||
Other
|
|
|
43
|
|
|
--
|
|
|
--
|
|
Net
cash provided by financing activities
|
|
|
57,798
|
|
|
11,389
|
|
|
11,692
|
|
Net
increase in cash and cash equivalents
|
|
|
27,156
|
|
|
4,052
|
|
|
8,261
|
|
Cash
and cash equivalents at beginning of year
|
|
|
12,942
|
|
|
8,890
|
|
|
629
|
|
Cash
and cash equivalents at end of year
|
|
$
|
40,098
|
|
$
|
12,942
|
|
$
|
8,890
|
|
Supplemental
disclosures of noncash activities:
|
|
|
|
|
|
|
|
|
|
|
Noncash
investing activity -- landlord funded leasehold
improvements
|
$
|
1,832
|
$
|
--
|
$
|
--
|
||||
Noncash
investing and financing activity - liability recorded in connection
with
intangible asset
|
3,600
|
--
|
--
|
|||||||
Noncash
investing activity -- issuance of common stock in exchange for intangible
assets
|
993
|
--
|
--
|
|||||||
Noncash
investing activity -- cancellation of note receivable for stock
issuance
|
|
--
|
|
--
|
|
2,596
|
|
|||
Noncash
financing activity -- beneficial conversion of preferred
stock
|
|
--
|
|
--
|
|
12,605
|
|
|||
Noncash
financing activity -- conversion of preferred stock to common
stock
|
|
--
|
|
12,605
|
|
2,430
|
|
|||
Noncash
financing activity -- issuance of preferred membership units
exchangeable for TurboChef
common stock in connection with Enersyst acquisition
|
|
--
|
|
6,351
|
|
--
|
|
|||
Noncash
financing activity -- issuance of common stock in exchange for preferred
membership
units
|
5,384
|
--
|
--
|
|||||||
Noncash
financing activity -- interest on notes receivable from stock
issuances
|
|
--
|
|
--
|
|
109
|
|
|||
Noncash
financing activity -- preferred stock dividends paid through the
issuance of
common stock
|
|
--
|
|
--
|
|
396
|
|
|||
Supplemental
disclosures of cash flow information:
|
||||||||||
Cash
paid for income taxes
|
|
$
|
236
|
|
--
|
|
--
|
|
||
Cash
paid for interest
|
|
$
|
50
|
|
--
|
|
--
|
|
NOTE
1.
|
NATURE
OF OPERATIONS AND GENERAL
|
NOTE
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING
POLICIES
|
|
|
2005
|
|
2004
|
|
||
|
|
(In
thousands)
|
|
||||
|
|
|
|
||||
Finished
goods - ovens
|
|
$
|
3,891
|
|
$
|
3,547
|
|
Demonstration
inventory, net
|
|
|
468
|
|
|
259
|
|
Parts
inventory, net
|
|
|
6,635
|
|
|
4,349
|
|
|
|
$
|
10,994
|
|
$
|
8,155
|
|
|
|
2005
|
|
2004
|
|
2003
|
|
|||
|
|
(In
thousands)
|
|
|||||||
Numerator
for basic and diluted earnings per share available to common
stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss) income applicable to common stockholders
|
|
$
|
(28,154
|
)
|
$
|
9,679
|
$
|
(27,149
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator
for basic (loss) income per share available to common Stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average common shares outstanding
|
|
|
28,034
|
|
|
12,257
|
|
|
6,798
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect
of potentially dilutive securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible
preferred stock
|
|
|
--
|
|
|
11,417
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
membership interests exchangeable for common stock
|
|
|
--
|
|
|
375
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive
stock options and warrants
|
|
|
--
|
|
|
2,093
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
applicable to diluted (loss) income per share applicable to common
stockholders
|
|
|
28,034
|
|
|
26,142
|
|
|
6,798
|
|
|
|
2005
|
|
2004
|
|
2003
|
|
|||
|
|
(In
thousands except per share amounts)
|
|
|||||||
|
|
|
|
|||||||
Net
(loss) income applicable to common stockholders, as
reported
|
|
$
|
(28,154
|
)
|
$
|
9,679
|
$
|
(27,149
|
)
|
|
Add:
Employee stock-based compensation expense
|
(100
|
)
|
--
|
--
|
||||||
Deduct:
Employee stock-based compensation (expense) income, net
of forfeitures
|
|
|
(13,837
|
)
|
|
(3,909
|
)
|
|
1,749
|
|
Pro
forma net (loss) income applicable to common stockholders
|
|
$
|
(41,891
|
)
|
$
|
5,770
|
$
|
(25,400
|
)
|
|
Net
(loss) income applicable to common stockholders per share --
basic:
|
|
|
|
|
|
|
|
|
|
|
As
reported
|
|
$
|
(1.00
|
)
|
$
|
0.79
|
$
|
(3.99
|
)
|
|
Pro
forma
|
|
|
(1.49
|
)
|
|
0.47
|
|
(3.74
|
)
|
|
Net
(loss) income applicable to common stockholders per share --
diluted:
|
|
|
|
|
|
|
|
|
|
|
As
reported
|
|
$
|
(1.00
|
)
|
$
|
0.37
|
$
|
(3.99
|
)
|
|
Pro
forma
|
|
|
(1.49
|
)
|
|
0.22
|
|
(3.74
|
)
|
|
|
2005
|
|
2004
|
|
2003
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Expected
life (in years)
|
|
|
2-3
|
|
|
2-3
|
|
|
1
-
3
|
|
Volatility
|
|
|
63
|
%
|
|
65
- 168
|
%
|
|
51
- 174
|
%
|
Risk
free interest rate—options
|
|
|
4.07
- 4.61
|
%
|
|
3.86
- 4.74
|
%
|
|
3.65
- 4.31
|
%
|
Dividend
yield
|
|
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
Weighted
average fair value of option grants - Black-Scholes model
|
|
$
|
5.53
|
$
|
7.56
|
$
|
14.13
|
NOTE
3.
|
ACQUISITION
OF BUSINESS AND INTANGIBLE
ASSETS
|
Current
assets
|
|
$
|
559
|
|
Property
and equipment
|
|
|
20
|
|
Developed
technology
|
|
|
8,070
|
|
Goodwill
|
|
|
5,934
|
|
Current
liabilities
|
|
|
(337
|
)
|
Net
assets acquired
|
|
$
|
14,246
|
|
|
|
2004
|
|
2003
|
|
||
|
|
(In
thousands except per share amounts)
|
|||||
|
|
|
|
|
|
||
Revenues
|
|
$
|
72,343
|
|
$
|
7,481
|
|
Net
income (loss)
|
|
|
9,814
|
|
|
(14,025
|
)
|
Net
income (loss) applicable to common stockholders
|
|
|
9,814
|
|
|
(26,825
|
)
|
Net
income (loss) applicable to common stockholders per
share:
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.73
|
|
$
|
(3.49
|
)
|
Diluted
|
|
|
0.36
|
|
|
(3.49
|
)
|
NOTE
4.
|
OTHER
RECEIVABLES
|
NOTE
5.
|
CONCENTRATION
OF CREDIT RISKS
|
NOTE
6.
|
PROPERTY
AND EQUIPMENT
|
|
|
|
|
2005
|
|
2004
|
|
|||
|
|
Estimated
Useful Lives
(years)
|
|
(In
thousands)
|
|
|||||
|
|
|
|
|
|
|
|
|||
Leasehold
improvements
|
|
|
5-7.5
|
|
$
|
2,945
|
|
$
|
222
|
|
Furniture
and fixtures
|
|
|
5
|
|
|
1,465
|
|
|
579
|
|
Equipment
|
|
|
3-7
|
|
|
3,533
|
|
|
2,299
|
|
|
|
|
|
|
|
7,943
|
|
|
3,100
|
|
Less
accumulated depreciation
|
|
|
|
|
|
(1,461
|
)
|
|
(422
|
)
|
|
|
|
|
|
$
|
6,482
|
|
$
|
2,678
|
|
NOTE
7.
|
ACCRUED
EXPENSES
|
|
|
|
2005
|
|
|
2004
|
|
|
|
|
|
|
|
|
|
Accrued
compensation and benefits
|
|
$
|
837
|
|
$
|
1,889
|
|
Professional
and accounting fees
|
|
|
1,333
|
|
|
557
|
|
Sales
and marketing
|
|
|
791
|
|
|
205
|
|
Accrued
restructuring
|
100
|
--
|
|||||
Accrued
taxes and other
|
|
|
423
|
|
|
484
|
|
Total
accrued expenses
|
|
$
|
3,484
|
|
$
|
3,135
|
|
NOTE
8.
|
ACCRUED
WARRANTY AND UPGRADE COSTS
|
|
|
2005
|
|
2004
|
|
2003
|
|
|||
|
|
(In
thousands)
|
|
|||||||
|
|
|
|
|
|
|
||||
Balance
at beginning of year
|
|
$
|
2,586
|
|
$
|
928
|
|
$
|
$1,046
|
|
Provision
for warranties
|
|
|
3,997
|
|
|
3,296
|
|
|
274
|
|
Warranty
expenditures
|
|
|
(13,682
|
)
|
|
(1,189
|
)
|
|
(509
|
)
|
Other
adjustments to provision for warranties
|
|
|
9,581
|
|
(405
|
)
|
|
|
||
Currency
fluctuations
|
|
|
--
|
|
(44
|
)
|
|
117
|
|
|
Balance
at end of year
|
|
$
|
2,482
|
|
$
|
2,586
|
|
$
|
928
|
|
NOTE
9.
|
RESTRUCTURING
CHARGES
|
Lease
Termination
And
Other
Related
Charges
|
Professional
Fees
and Other Related Charges
|
Severance
|
Non-cash
Charges
|
Total
|
||||||||||||
Total
restructuring charge
|
$
|
100
|
$
|
75
|
$
|
321
|
$
|
125
|
$
|
621
|
||||||
Payments
|
--
|
(75
|
)
|
(321
|
)
|
--
|
(396
|
)
|
||||||||
Non-cash
charges
|
--
|
--
|
--
|
(125
|
)
|
(125
|
)
|
|||||||||
Balance
as of December 31, 2005
|
$
|
100
|
$
|
--
|
$
|
--
|
$
|
--
|
$
|
100
|
NOTE
10.
|
INCOME
TAXES
|
|
2005
|
2004
|
2003
|
|||||||
(In
thousands)
|
||||||||||
Current:
|
||||||||||
Federal
|
$
|
--
|
$
|
205
|
$
|
--
|
||||
State
|
--
|
96
|
--
|
|||||||
Total
provision for income taxes
|
$
|
--
|
$
|
301
|
$
|
--
|
|
2005
|
2004
|
2003
|
|||||||
|
(In
thousands)
|
|||||||||
Expected
income tax (benefit) provision
|
$
|
(9,572
|
)
|
$
|
3,393
|
$
|
(4,879
|
)
|
||
State
income tax (benefit), net of federal benefit
|
(594
|
)
|
66
|
--
|
||||||
Other
|
(89
|
)
|
23
|
2
|
||||||
Changes
in deferred income tax asset valuation allowance
|
10,255
|
(3,181
|
)
|
4,877
|
||||||
Provision
for income taxes
|
$
|
--
|
$
|
301
|
$
|
--
|
|
2005
|
2004
|
|||||
|
(In
thousands)
|
||||||
Deferred
income tax assets:
|
|||||||
|
|||||||
Warranty
reserves
|
$
|
896
|
$
|
879
|
|||
Deferred
revenue
|
--
|
364
|
|||||
Basis
difference of other current assets
|
860
|
207
|
|||||
Total
current deferred income tax assets
|
1,756
|
1,450
|
|||||
Net
operating loss carryforwards
|
22,547
|
13,118
|
|||||
Basis
difference of intangible assets
|
4,172
|
1,817
|
|||||
Research
and development credit carryforwards
|
579
|
245
|
|||||
Federal
alternative minimum tax credit carryforwards
|
121
|
205
|
|||||
Basis
difference of other long-term assets
|
115
|
63
|
|||||
Total
non-current deferred income tax assets
|
27,534
|
15,448
|
|||||
Total
gross deferred income tax assets
|
29,290
|
16,898
|
|||||
|
|||||||
Deferred
income tax liabilities:
|
|||||||
|
|||||||
Basis
difference of long-term intangible asset
|
--
|
(906
|
)
|
||||
Basis
difference of other long-term assets
|
(415
|
)
|
(46
|
)
|
|||
Total
gross deferred income tax liabilities
|
(415
|
)
|
(952
|
)
|
|||
Net
deferred income tax asset
|
28,875
|
15,946
|
|||||
Less
deferred income tax asset valuation allowance
|
(28,875
|
)
|
(15,946
|
)
|
|||
Net
deferred income tax assets
|
$
|
--
|
$
|
--
|
NOTE
11.
|
CREDIT
FACILITY
|
NOTE
12.
|
PRIVATE
PLACEMENT OF SERIES D PREFERRED STOCK AND RELATED
EVENTS
|
NOTE
13.
|
STOCKHOLDERS'
EQUITY
|
|
|
|
Number
of
Shares
|
|
|
Weighted
Average
Exercise
Price
|
|
|
|
|
|
|
|
|
|
Options
outstanding at January 1, 2003
|
|
|
1,398,517
|
|
$
|
9.24
|
|
Options
granted
|
|
|
2,262,128
|
|
|
5.40
|
|
Options
exercised
|
|
|
(33,615
|
)
|
|
2.58
|
|
Options
expired or canceled
|
|
|
(732,057
|
)
|
|
11.01
|
|
Options
outstanding at December 31, 2003
|
|
|
2,894,973
|
|
5.91
|
|
|
Options
granted
|
|
|
673,333
|
|
|
10.62
|
|
Options
exercised
|
|
|
(274,363
|
)
|
|
4.01
|
|
Options
expired or canceled
|
|
|
(172,317
|
)
|
|
8.01
|
|
Options
outstanding at December 31, 2004
|
|
|
3,121,626
|
|
6.97
|
|
|
Options
granted
|
|
|
966,578
|
|
|
12.81
|
|
Options
exercised
|
|
|
(482,058
|
)
|
|
4.38
|
|
Options
expired or canceled
|
|
|
(82,219
|
)
|
|
12.51
|
|
Options
outstanding at December 31, 2005
|
|
|
3,523,927
|
|
8.79
|
|
|
|
|
|
|
|
|
|
|
Options
exercisable at December 31, 2003
|
|
|
757,973
|
|
$
|
6.78
|
|
Options
exercisable at December 31, 2004
|
|
|
1,246,848
|
|
6.53
|
|
|
Options
exercisable at December 31, 2005
|
|
|
3,523,927
|
|
8.79
|
|
|
|
|
|
|
Options
Outstanding and Exercisable
|
|
|
|||||||||
Range
of Exercise Prices
|
|
|
|
Outstanding
as
of
December 31,
2005
|
|
Weighted
Average Remaining
Contractual
Life
|
|
Weighted
Average
Exercise
Price
|
|
||||||
$2.58-$5.25
|
|
|
|
|
1,639,521
|
|
|
|
7.68
|
|
|
$
|
5.10
|
|
|
$5.26-$10.35
|
|
|
|
|
1,175,567
|
|
|
|
8.65
|
|
|
9.86
|
|
|
|
$10.36-$28.50
|
|
|
|
|
708,839
|
|
|
|
8.45
|
|
|
15.57
|
|
|
|
|
|
|
|
|
3,523,927
|
|
|
|
8.16
|
|
|
8.79
|
|
|
NOTE
14.
|
COMMITMENTS
AND CONTINGENCIES
|
Year
|
||||||
2006
|
$
|
1,130
|
||||
2007
|
1,072
|
|||||
2008
|
997
|
|||||
2009
|
914
|
|||||
2010
|
633
|
|||||
Thereafter
|
1,226
|
|||||
|
$
|
5,972
|
NOTE
15.
|
LITIGATION
|
NOTE
16.
|
QUARTERLY
FINANCIAL INFORMATION
(UNAUDITED)
|
2005
|
First
|
Second
|
Third
|
Fourth
|
Fiscal
Year
|
|||||||||||
Total
revenues
|
$
|
20,403
|
$
|
10,750
|
$
|
11,814
|
$
|
9,282
|
$
|
52,249
|
||||||
Gross
profit
|
7,912
|
1,220
|
(2,705
|
)
|
2,290
|
8,717
|
||||||||||
Net
income (loss) available to common stockholders
|
1,521
|
(5,866
|
)
|
(16,715
|
)
|
(7,094
|
)
|
(28,154
|
)
|
|||||||
|
||||||||||||||||
Basic
income (loss) per share
|
$
|
0.06
|
$
|
(0.21
|
)
|
$
|
(0.59
|
)
|
$
|
(0.25
|
)
|
$
|
(1.00
|
)
|
||
Number
of shares used in the computation of
basic income (loss) per share
|
26,589,785
|
28,193,611
|
28,525,088
|
28,598,014
|
28,034,103
|
|||||||||||
|
||||||||||||||||
Diluted
income (loss) per share
|
$ |
0.05
|
$ | (0.21 | ) | $ | (0.59 | ) | $ | (0.25 | ) | $ | (1.00 | ) | ||
|
||||||||||||||||
Number
of shares used in the computation of
diluted income (loss) per share
|
28,989,040
|
28,193,611
|
28,525,088
|
28,598,014
|
28,034,103
|
2004
|
First
|
Second
|
Third
|
Fourth
|
Fiscal
Year
|
|||||||||||
|
|
|
|
|
|
|||||||||||
Total
revenues
|
$
|
946
|
$
|
2,420
|
$
|
31,006
|
$
|
36,522
|
$
|
70,894
|
||||||
Gross
profit
|
499
|
1,246
|
11,704
|
13,398
|
26,847
|
|||||||||||
Net
(loss) income available to common stockholders
|
(1,946
|
)
|
(2,261
|
)
|
6,419
|
7,467
|
9,679
|
|||||||||
|
|
|
|
|
|
|||||||||||
Basic
(loss) income per share
|
$
|
(0.23
|
)
|
$
|
(0.24
|
)
|
$
|
0.64
|
$
|
0.35
|
$
|
0.79
|
||||
Number
of shares used in the computation of
basic (loss) income per share
|
8,615,656
|
9,258,823
|
9,987,607
|
21,098,010
|
12,256,686
|
|||||||||||
|
|
|
|
|
|
|||||||||||
Diluted
(loss) income per share
|
$
|
(0.23
|
)
|
$
|
(0.24
|
)
|
$
|
0.24
|
$
|
0.27
|
$
|
0.37
|
||||
|
|
|
|
|
|
|||||||||||
Number
of shares used in the computation of
diluted (loss) income per share
|
8,615,656
|
9,258,823
|
26,676,983
|
27,201,127
|
26,142,101
|
NOTE
17.
|
REVENUE
BY GEOGRAPHIC AREA
|
REGION
|
|
2005
|
|
2004
|
|
2003
|
|
|||
|
|
|
|
|
|
|
|
|||
|
|
(In
thousands)
|
|
|||||||
|
|
|
|
|
|
|
|
|||
North
America
|
|
$
|
41,031
|
|
$
|
69,182
|
|
$
|
2,096
|
|
Europe
and Asia/Pacific
|
|
|
11,218
|
|
|
1,712
|
|
|
1,594
|
|
Totals
|
|
$
|
52,249
|
|
$
|
70,894
|
|
$
|
3,690
|
|