FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997 Commission File Number 0-13433
MILTOPE GROUP INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 11-2693062
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(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
500 Richardson Road South, Hope Hull, Alabama 36043
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (334) 284-8665
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Shares, par value $.01 each
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days . Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock of the registrant
held by non-affiliates (which excludes voting shares held by officers
and directors of the registrant) was $7,026,495 as of February 2, 1998.
Indicate the number of shares outstanding of each of the
registrant's classes of common stock: Common Shares with a par value
of $.01 each: 5,871,523 as of February 2, 1998.
Documents Incorporated by Reference:
The definitive Proxy Statement for the Annual Meeting of Stockholders
to be held June 11, 1998, to be filed with the Commission not later
than 120 days after the close of the Registrant's fiscal year, has been
incorporated by reference in whole or in part for Part III, Items 10,
11, 12 and 13, of the December 31, 1997 Form 10-K.
<PAGE>
ITEM 1. BUSINESS
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General
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Miltope Group Inc. (the "Company"), a Delaware corporation
incorporated in March 1984, is the parent company of Miltope
Corporation, an Alabama corporation ("Miltope"), and Miltope Business
Products, Inc., a New York corporation ("MBP"). Miltope was originally
incorporated as a New York corporation in 1975 to acquire the assets
and business of the Military Equipment Division of Potter Instrument
Company, Inc. and until June 1984 was a wholly owned subsidiary of
Stonebrook Group Inc. (formerly Stenbeck Reassurance Co. Inc.) ("SGI").
In June 1984, all of the outstanding stock of the Company was issued to
SGI in exchange for all of the outstanding stock of Miltope. SGI is a
privately held corporation which, since 1975, has supported the
formation and funding of companies engaged in the development and
manufacture of electronic hardware for defense and communications
applications and in communications services. In January 1985,
shareholders of the Company (including SGI) sold 700,000 shares of the
Company's Common Stock in an initial public offering. In November
1985, the Company sold an additional 1,000,000 shares of its Common
Stock to the public. As of December 30, 1994, Miltope merged with and
into a newly formed Alabama corporation, which succeeded to all of the
New York corporation's assets and liabilities. On January 1, 1995,
Innova International Corporation, a Delaware corporation ("IIC"),
acquired 62.8% of the outstanding shares of Common Stock of the Company
pursuant to certain share exchange transactions with SGI, which at such
time was a holder of 55.6% of the outstanding shares of common stock of
the Company, and Stuvik AB, a Swedish corporation and, at such time, a
holder of approximately 7.2% of the outstanding shares of Company
common stock. IIC provides, through its operating subsidiaries,
integrated network products and services. IIC is a subsidiary of Great
Universal Incorporated, a Delaware corporation which is engaged in
system integration services, outsourcing services and the provision of
satellite television programming.
Miltope is engaged in the design, development, manufacture and
testing of computers and computer peripheral equipment for military,
rugged and other specialized applications requiring reliable operations
in severe land, sea and airborne environments for both military and
commercial customers. Miltope's product lines include a broad range of
computer printers, disk memory products, transportable microcomputers
and electronically erasable programmable read only memory ("EEPROM")
together with subsystems incorporating these products. Miltope also
delivers components for cabin management and in flight entertainment
systems, public access Internet terminals, and a complete line of
rugged SUN and Hewlett-Packard RISC workstations and related
peripherals.
In September 1994, the Company relocated its headquarters from
Melville, New York to Montgomery, Alabama.
On January 12, 1995, the Company completed a $6,100,000 industrial
revenue bond offering by the Alabama State Industrial Development
Authority ("SIDA"), the proceeds of which were used to improve, equip
and furnish the new Montgomery facility and to pay the $3,375,000
principal amount of bank indebtedness which was used in part in the
acquisition of such facility.
On January 1, 1996, the Company consolidated the operations of
MBP and Miltope Corporation. The Company's two industry segments are
maintained through product line accountability.
Segment Information
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The Company's business is divided into two industry segments,
consisting of the manufacture of militarized and rugged equipment
primarily for military applications conducted by the "Military/Rugged"
segment, and the manufacture and distribution of commercial products
conducted by the "Commercial" segment (formerly MBP). Financial
information regarding the Company's industry segments is included in
Note 10 to the Notes to Consolidated Financial Statements located in
Item 8 of this Form 10-K.
Description of Business
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Military/Rugged - General
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The military/rugged segment is engaged in the design, development,
manufacture and testing of computer and computer peripheral equipment
for military, rugged and other specialized applications requiring
reliable operations in severe land, sea and airborne environments for
military customers. Military/rugged product lines include a broad
range of computer printers, disk memory products, hand held and
transportable microcomputers, and EEPROM solid state memories, together
with subsystems incorporating these products. In 1988, the Company
introduced a complete line of rugged Hewlett Packard Company computers
and related peripherals. The equipment is being used for the United
States Army's Tactical Command and Control System/Common Hardware
Software Program ("ATCCS/CHS") under a contract awarded to the Company
in August 1988, as well as to other customers for related applications.
During 1995, the Company introduced a new family of rugged
computer products consisting of hand held Intel based computers and
portable SUN and Hewlett-Packard RISC workstations and related
peripherals. These new products are reconfigurable and scaleable for
specific applications and employ commercial "off the shelf" technology.
The hand held Intel based computers are being used for the United
States Army's Soldiers' Portable On-system Repair Tools ("SPORT") under
a contract awarded to the Company in June 1996, as well as by other
customers for related applications. The portable SUN and Hewlett-
Packard RISC workstations comprise the Transportable RISC Computer
("TRC") 2000 product line and are being used for a variety of military
and commercial applications.
Substantially all of the military/rugged segment sales consist of
militarized and rugged products. "Militarized" equipment is designed
and built, with respect to each component and the whole, to conform to
stringent United States Department of Defense ("DOD") specifications
developed for severe land, sea and airborne operating environments.
These specifications define equipment operating parameters including
atmosphere, temperature and humidity conditions, permitted levels of
shock and vibration, susceptibility to electro-magnetic interference
("EMI"), EMI emission levels, and detection and hardening for nuclear
survivability. "Rugged" equipment is designed and manufactured to less
demanding specifications and may include commercially available devices
which are suitably modified for these applications.
Production of equipment conforming to these DOD specifications has
required the development over the years by the Company of proprietary
electronic and electro-mechanical designs and engineering techniques
and specialized manufacturing and testing methods. By these means, the
Company has developed a broad range of proprietary components which
meet these specifications and are otherwise unavailable in the
commercial market. To support its engineering, manufacturing and
testing activities, the Company has extensive manufacturing equipment,
clean rooms and reliability and environmental testing facilities as
well as a multi-function computer aided design ("CAD") system and an
EMI test lab.
Military/rugged products are sold for use in a broad range of
military programs for the United States Air Force, Army, Navy and
Marine Corps, for NATO, for the Australian, British, Canadian, French,
German, Israeli, Italian, Spanish and Norwegian armed forces and for
the armed forces of other countries. Miltope's militarized and rugged
computers and peripheral products are compatible with most standard
military computers and are sold to the DOD and many prime DOD systems
contractors and integrators, including Amtech Corporation, Bath Iron
Works, Boeing Aerospace, EDS, Raytheon E-Systems Inc., Northrop Grumman
Corporation, GTE Corp., Government Technology Services, Inc. (GTSI),
General Dynamics, Hughes Defense Communications, Lockheed Martin,
ManTech Test Systems, Inc., Marconi Radar Control Systems Limited,
McDonnell Douglas Corp., Motorola Inc., Loral Federal Systems, Teledyne
Controls, CAE Inc., and ITT Defense Systems.
Miltope believes that it has captured a major portion of the
market for militarized printers and disk memory products. In addition,
Miltope is recognized as a leading supplier of rugged computers and
related equipment. A key element of Miltope's strategy has been to
develop and deliver a broad range of high reliability peripheral
components and systems on a cost effective and timely basis. The
breadth of Miltope's product offerings enables system integrators to
avoid the risks normally encountered when procuring peripherals from
multiple suppliers and to achieve significant price advantages.
Miltope's ability to meet the diverse requirements of its customers has
resulted in substantial recurring business. Also, as defense budgets
have been reduced, an emphasis on commercially adaptable electronics
and the requirement for smaller, less expensive and more portable
systems has occurred. Miltope believes its new product family of
rugged, reconfigurable portable and handheld computing devices will
serve this growing market niche well as evidenced by the DOD's award to
Miltope of the SPORT Program in June 1996 and the award of the TETS
(Third Echelon Test Set) program in October 1997.
Miltope has been performing under a nine year DOD contract which
runs until August 1998 in connection with the ATCCS/CHS Program. The
purpose of the ATCCS/CHS Program is to integrate most of the aspects of
land combat through the common automation of mission command and
control areas. As of February 2, 1998, Miltope has been issued
cumulative firm orders valued at approximately $290,000,000 since the
inception of this contract. In addition, the Company has received
orders for ATCCS/CHS equipment for other defense contractors and
foreign governments.
In June 1996, Miltope was awarded a five year DOD contract for
Soldiers' Portable On-system Repair Tools (SPORT). SPORT will enhance
the U.S. Army's capability to diagnose and repair weapon systems and
electronically display technical manuals. Production deliveries under
this contract began in September, 1997. The contract has an estimated
value of approximately $81,000,000 over a five year period. As of
February 2, 1998, Miltope has been issued firm orders valued at
approximately $8,150,000 under this contract. In addition, the Company
has received orders for SPORT equipment for other defense contractors.
In July 1997, Miltope was awarded additional orders of
approximately $3,300,000 from the U.S. Navy for the manufacture and
delivery of SuperBobcat computers. These computers are rugged,
powerful workstations designed and used to support naval aircraft in
gathering signal intelligence for threat identification. As of
February 2, 1998, Miltope has received firm orders of approximately
$7,900,000 from this customer since the inception of the program in
June of 1996.
In October 1997, the Company was selected to supply its Prowler
computer to fulfill a contract awarded by ManTech Test Systems, Inc.
The Prowler is a rugged, portable, Intel based computer developed and
manufactured by Miltope. The unit will serve as the instrument
controller for the U.S. Marines' Third Echelon Test Set ("TETS")
program. TETS will provide the Marines with a portable test capability
to screen, test and diagnose electronic and electromechanical equipment
in the field. The estimated contract value is $9,500,000 over a five
year period. As of February 2, 1998, Miltope has received firm orders
of approximately $300,000.
Commercial - General
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The commercial segment develops, manufactures and markets
commercial products primarily for transportation, telecommunications
and in-field maintenance markets. Its products are airborne printers,
airline ticket and boarding pass printers, rugged public access
Internet terminals, mass storage devices, and derivatives of rugged
hand held Intel based computers and portable RISC workstations
originally developed for military applications. This segment's
business represented approximately 48% of the Company's 1997 revenues,
approximately 33% of the Company's 1996 revenues and approximately 15%
of the Company's 1995 revenues.
Miltope's airborne printer products are sold to a broad base of
airframe manufacturers and commercial airline companies worldwide for
use in flight deck and cabin workstation information systems. During
1997, customers for the airborne printer line of products included
Boeing Aerospace, Continental Airlines, Delta Airlines, KLM, Matsushita
Avionics Systems, Teledyne Controls and AMR Eagle, Inc.. Miltope has
received firm orders during 1997, of approximately $5,600,000 for
airborne printer products.
During 1997, Miltope received firm orders from an affiliate, 3C
Communications International, S.A., a Luxembourg based
telecommunications company, amounting to approximately $8,100,000, for
the manufacture and delivery of rugged Internet terminals for
commercial use in Europe. These terminals are designated for
installation in hotels, transportation centers, restaurants, etc. to
provide Internet access for the traveling public. As of February 2,
1998, Miltope has received cumulative firm orders of approximately
$11,800,000 from this customer since July 1996.
In December 1996, Miltope was awarded a contract for the
manufacture of rugged hard drives for use in Sony Trans Com Inc.'s
Audio Video on Demand In-Flight Entertainment System ("P@ssport TM")
to be sold to airline customers around the world. The estimated
contract value is $10,200,000 over a five year period. The contract
value is based on the customer's best estimate of purchase requirements
during the contract period. There can be no assurances this estimate
of purchase requirements will be achieved. As of February 2, 1998,
Miltope has received firm orders of approximately $200,000 from this
customer for this product.
In October 1997, Miltope was awarded an additional contract from
Sony Trans Com, Inc., for an estimated value of $6,000,000 over a five
year period to develop and manufacture computer units for the P@VEST
Family of Programmable In Flight Entertainment Systems. The Miltope
developed computer unit will provide an interactive capability to Sony
Trans Com, Inc.'s in-flight audio/video, passenger entertainment and
information systems. The contract value is based on the customer's best
estimate of purchase requirements during the contract period. There
can be no assurances this estimate of purchase requirements will be
achieved. As of February 2, 1998, Miltope has received firm orders of
approximately $100,000 from this customer for this product.
In December 1997, Miltope entered into a strategic agreement with
Honeywell, Inc. Business and Commuter Aviation Systems, to provide
Maintenance Access Terminals ("MAT") for use in business jets and
commuter aircraft around the world as an option on Honeywell's
integrated avionics systems. As of February 2, 1998, Miltope has
received firm orders of approximately $1,000,000 for this product from
this customer.
Sales and Significant Customers
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Sales in 1997 attributable to the military industry segment were
approximately as follows: 53% from large DOD programs (each accounting
for 5% or more of annual sales), 17% from smaller programs and sales of
standard items in Miltope's catalogue, 23% from sales to foreign
governments and defense contractors and 7% from spare parts sales.
Sales to any one large DOD program have varied substantially from year
to year due to product cycles and DOD requirements.
In 1997, sales to the DOD accounted for 39% of net sales of the
Company. Sales to 3C Communications International, S.A. an entity
affiliated through certain common ownership, accounted for 26% of net
sales. No other customer accounted for more than 10% of net sales.
The Company has experienced large fluctuations from year to year
in the percentage of sales represented by particular customers due to
product cycles and customer requirements. The Company believes its
customers and the industry are moving to shorter lead times due to
compressed technology cycles and changes in procurement strategies.
Sales in 1997 attributable to the commercial industry segment
amounted to approximately 48% of the Company's total net sales.
Government Contracts
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Miltope's business is subject to various statutes, regulations and
provisions governing defense contracts including the Truth in
Negotiations Act, which provides for the examination by the U.S.
government of cost records to determine whether accurate pricing
information was disclosed in connection with government contracts.
Contracts with the U.S. government as well as with U.S. government
prime contractors are typically at a fixed price with a delivery cycle
of 4 to 12 months, with contracts under any particular program being
subject to further funding and negotiation. Miltope's defense
contracts contain customary provisions permitting termination at any
time at the convenience of the customer and providing for payment for
work-in-progress should the contract be canceled.
Backlog
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Backlog for both the military and commercial industry segments at
December 31, 1997 was $14,302,000, an 18% decrease from the $17,400,000
backlog at December 31, 1996.
Backlog includes only customer signed delivery orders from current
contracts and funded portions of multi-year contracts. The Company
believes that substantially all of the backlog will be recognized as
revenue by December 31, 1998. The Company also believes that a
substantial part of new delivery orders and contract fundings received
in 1998 will be recognized as revenue in the same year due to shorter
lead times.
Backlog for the commercial industry segment was approximately 28%
of the total backlog at December 31, 1997 and approximately 47% of the
total backlog at December 1996.
Backlog does not include unfunded portions of multi-year
contracts. Unfunded portions of multi-year contracts totaled
$101,700,000 and $100,000,000 at December 31, 1996 and 1997,
respectively.
Competition
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Both of the Company's industry segments face intense competition
in markets for certain of their products. Competition comes from
independent producers as well as prime contractors. Some of these
competitors have greater resources than the Company. Competition is
based on such factors as price, technological capability, quality,
reliability and timely delivery.
The Company's competitive position in its industry segments has
been based upon the experience of its technical personnel in their
respective specialized fields of computer and peripheral product
design; its broad range of products; its ability to design and
manufacture its products to meet customers' specifications; its
specialized manufacturing and testing facilities; its long association
with many of its customers and its managerial and marketing expertise
in dealing with commercial customers, prime contractors and the DOD.
The Company believes that once a particular supplier's computer and/or
peripheral products have been selected for incorporation in a military
or commercial program, further competition by other vendors during the
life cycle of that program is limited.
Engineering, Research and Development
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The Company believes that success within the industry depends in
large part upon its ability to develop and apply new technology to
modify, enhance and expand its existing line of proprietary products.
The funding of these activities is primarily internal through Company
sponsored research and development. Product development activities
are generally the result of the need to respond to the anticipated
requirements of future programs, the introduction of new technology
which can be used to enhance product performance and direct requests by
customers and the DOD. In certain cases the Company has licensed
technology from commercial manufacturers for subsequent militarization
and ruggedization. Management believes approximately 3% to 5% of net
sales for engineering, research and development expenditures should
adequately support the growth of the Company's business.
Engineering, research and development expenditures in 1995, 1996
and 1997 were approximately $3,900,000, $1,600,000 and $1,700,000,
respectively.
Miltope's funded research and development efforts for its
military/rugged segment include projects to enhance its mass storage
devices, printers, computer workstations and portable/hand held
computers. Miltope's funded research efforts for its commercial
segment include projects to enhance its airline in-flight cabin
management and entertainment products, airborne printers, mass storage
devices and public access Internet terminals for commercial markets.
Employees
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At December 31, 1997, the Company employed 260 full-time
personnel. None of the Company's employees are represented by a labor
union and the Company has experienced no work stoppages. The Company
believes that relations with its employees are excellent.
Export Sales
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The Company recorded foreign sales in its military/rugged industry
segment of approximately $12,846,000, $4,532,000 and $1,111,000 in
1995, 1996 and 1997, respectively. The Company recorded foreign sales
in its commercial industry segment of approximately $257,000,
$1,350,000 and $11,657,000, in 1995, 1996 and 1997, respectively.
During 1996 and 1997, the Company recorded sales of $1,140,000 and
$10,640,000, respectively, to 3C Communications International, S.A., an
entity affiliated through certain common ownership.
Source of Supply
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The Company utilized multiple suppliers for most materials and
components. In order to minimize the risk of delay in delivering
finished systems, components are sometimes procured according to the
projected need for such components under annual purchasing agreements.
Miscellaneous
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Neither of the Company's two industry segments is subject to
seasonal business fluctuations.
ITEM 2. PROPERTIES
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The Company owns a 90,000 square foot building located on 25 acres
in Hope Hull (Montgomery), Alabama.
In addition, the Company owns a 60,000 square foot assembly and
test facility in Troy, Alabama and a 25,000 square foot clean room,
assembly and test facility in Springfield, Vermont.
The Company leases a 2,100 square foot facility in Boulder,
Colorado.
The Company also leases various sales offices in the United States
and England.
The Company owns substantially all of the machinery and equipment
used in these facilities. The Company believes that these facilities
are well maintained and are adequate to meet its needs in the
foreseeable future.
ITEM 3. LEGAL PROCEEDINGS
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The Company, from time to time, is a party to pending or
threatened legal proceedings and arbitration in the ordinary course of
business. Based upon information currently available, and in light of
legal and other defenses available to the Company, management does not
consider liability from any threatened or pending litigation to be
material.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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During the fourth quarter of the fiscal year covered by this
Report, no matters were submitted to a vote of security holders through
the solicitation of proxies or otherwise.
<PAGE>
PART II
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ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS
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Market Information
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The Company's Common Stock has been traded in the over-the-counter
market under the NASDAQ symbol "MILT" since its initial public offering
on January 23, 1985 and has been trading on the NASDAQ National Market
since June 4, 1985. The high and low closing sale prices for the
Common Stock in the over-the-counter market reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not
necessarily represent actual transactions. The quarterly high and low
selling prices (the last daily sale price) of the Common Stock since
January 1, 1996 have been:
Calendar Year 1996 High Low
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First Quarter .......... $ 2-7/8 $ 2-1/16
Second Quarter.......... 8 1-5/8
Third Quarter........... 4-5/8 2-1/2
Fourth Quarter.......... 4-1/8 2-5/8
Calendar Year 1997
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First Quarter........... $ 3-7/8 $ 2-3/4
Second Quarter.......... 4 2-3/4
Third Quarter........... 4-3/4 3-1/8
Fourth Quarter.......... 4-1/4 3
Holders of Common Stock
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As of February 2, 1998, there were approximately 1,593
shareholders of record and beneficial owners of the Company's Common
Stock.
Dividend Policy
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No dividends were paid in 1996 or 1997. The Company does not
presently anticipate paying cash dividends on its Common Stock.
However, the Board of Directors of the Company will review this policy
from time to time in light of its earnings, capital requirements and
financial condition and other relevant factors, including applicable
debt agreement limitations. The Company's bank loan agreement permits
the Company to pay annual dividends of up to 50% of the prior year's
net income.
ITEM 6. SELECTED FINANCIAL DATA
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The following is a summary of selected consolidated financial data
of the Company for the five years ended December 31, 1997 which should
be read in conjunction with the consolidated financial statements of
the Company and the notes thereto:
(All amounts in thousands, except per share data)
<TABLE>
Year Ended December 31,
1993 1994 1995 1996 1997
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Income Statement
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<S> <C> <C> <C> <C> <C>
Data:
Net sales $84,320 $ 75,569 $ 65,708 $ 45,513 $ 40,372
Gross profit 21,232 5,680 13,372 11,077 9,803
Income (loss)
before income taxes (1,381) (18,885) (984) 1,770 1,211
Net income (loss) (856) (15,460) (984) 2,170 3,271
Basic and diluted
net income
(loss) per share (.15) (2.65) (.17) .37 .56
Cash dividends per
share - - - - -
Weighted average
shares outstanding 5,825 5,834 5,853 5,867 5,870
Balance Sheet Data:
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Working capital $31,460 $ 19,398 $ 18,896 $ 17,999 $ 19,652
Total assets 62,587 53,162 41,440 36,332 38,449
Long-term debt 7,872 17,551 16,953 11,340 11251
Stockholders'equity 32,033 17,230 15,913 17,858 21,140
</TABLE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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Business Environment
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The following discussion includes certain forward looking
statements which are affected by important factors including, but not
limited to, actions of competitors, termination of contracts at the
convenience of the United States government, customer funding
variations in connection with multi-year contracts and follow-on
options that could cause actual results to differ materially from
forward looking statements.
The Company's military/rugged business segment provides
specialized computers and related peripheral equipment to the United
States and foreign military defense departments. Equipment in this
segment takes two primary forms. The first of these is fully
militarized products, usually designed especially for a particular
mission area with demanding environmental and quality requirements.
The second of these is rugged products, usually based on a commercial
baseline product, but adapted by the Company to meet environmental and
quality specifications that exceed the requirements for commercial
products.
This entire segment has been impacted in recent years by reduced
government spending and defense appropriations. The militarized
product area has been especially subject to defense budget cuts. The
military continues to reduce funding for the development and limited
production quantities of highly customized systems and products. The
long design cycle for these programs creates an intangible cost in the
form of rapid technological obsolescence. Some military programs that
would have sought militarized equipment some years ago have modified
the requirements to reflect a need for rugged or commercial products.
This trend has tended to benefit sales of the Company's rugged product
line. Even in the rugged product area, however, defense cuts have
taken a toll. Competition in this area has become more keen in recent
years, as many government contractors pursue fewer military programs.
Through its commercial segment, the Company develops, manufactures
and markets commercial products primarily for transportation,
telecommunications and in-field maintenance markets. Its products are
airborne printers, in-flight cabin management and entertainment
products, airline ticket and boarding pass printers, rugged public
access Internet terminals, mass storage devices, and derivatives of
rugged hand held Intel based computers and portable RISC workstations
originally developed for military applications. Sales in the
commercial segment increased by 31% in 1997 primarily due to increased
sales in airborne printers and rugged public access Internet terminals.
Results of Operations
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The Company reported net income (loss) of approximately $3,300,000
compared to approximately $2,200,000 in 1996 and approximately
($1,000,000) in 1995. The basic and diluted net income per share was
$.56 compared to $.37 per share in 1996 and a net loss of $.17 per
share in 1995.
Sales for 1997 totaled approximately $40,400,000, a decrease of
approximately $5,100,000, or 11.3%, from 1996. This change was
attributable to a reduction in military sales of approximately
$9,700,000 partially offset by an increase in commercial sales of
approximately $4,600,000. Sales in 1996 totaled approximately
$45,500,000, a decrease of approximately $20,200,000, or 30.7% from
1995. This change was attributable to a reduction in military sales of
approximately $25,400,000 partially offset by an increase in commercial
sales of approximately $5,200,000.
Gross profit, as a percent of sales, was 20.4% in 1995, 24.3% in
1996 and 24.3% in 1997. The improvement in 1996 as compared to 1995
was attributable to improved materials handling, purchasing and
streamlined manufacturing processes.
Selling, general and administrative expenses, as a percentage of
sales, was 13.9% in 1995, 14.5% in 1996 and 15.2% in 1997. The
increases in 1996 and 1997 were principally due to a continued emphasis
on increased marketing and business development efforts.
Engineering, research and development expenses, as a percentage of
sales, was 5.9% in 1995, 3.6% in 1996 and 4.2% in 1997. The decrease
in 1996 was attributable to an increased amount of research and
development funded by contracts and improved efficiencies in research
and development processes. The increase in 1997 was attributable to an
increased amount of research and development related to new products.
Liquidity and Capital Resources
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Working capital at December 31, 1997 totaled approximately
$19,700,000, an increase of approximately $1,700,000 from December 31,
1996. Accounts receivable decreased approximately $900,000 as a result
of decreased sales. Inventories increased approximately $900,000 as a
result of the SPORT contract. Deferred income taxes increased
approximately $300,000 as a result of a reduction in the deferred tax
asset valuation allowance. Accounts payable decreased approximately
$1,000,000 as a result of decreased sales. Accrued expenses decreased
approximately $100,000 as a result of decreased accrued interest and
decreased accrued liabilities related to long-term contracts.
The Company entered into a revolving credit facility in July 1994
for an amount not to exceed $15,000,000 and is subject to extension for
additional one year periods. In September 1997, it was extended for an
additional one year period expiring May 31, 1999. The Company may
borrow against this credit facility based on eligible collateral. As of
December 31, 1997, the Company had approximately $7,100,000 of
additional borrowing capacity under this facility.
Cash provided by (used in) operating activities was approximately
$(300,000) in 1995, approximately $5,400,000 in 1996 and approximately
$1,300,000 in 1997. The decrease in cash provided by operating
activities in 1997 as compared to 1996 is the result of increases in
inventories and other assets and decreases in accounts payable and
accrued expenses partially offset by an increase in net income and a
decrease in accounts receivable. Other assets increased due to the
reduction in the deferred tax asset valuation allowance. The increase
in cash provided by operating activities in 1996 compared to 1995 is
primarily the result of an increase in net income and decreases in
inventory and other assets, partially offset by decreases in accounts
payable and accrued expenses and an increase in accounts receivable.
In April 1994, the Company purchased a new headquarters facility
and related capital equipment located in Montgomery, Alabama. The
purchase was financed through a bank term loan and the proceeds of the
offering of taxable revenue bonds (the "Bonds") by the Alabama State
Industrial Development Authority which was completed January 12, 1995
(the "SIDA Offering"). Repayment of the Bonds is secured by an
irrevocable letter of credit issued by Regions Bank in an amount up to
$5,700,000 which in turn is secured by a mortgage on the Montgomery and
Troy, Alabama facilities and a security interest in the equipment
located at such facilities.
The Company has net operating loss carryforwards for Federal
income tax purposes of approximately $5,900,000 and $1,200,000 which
will expire in 2009 and 2010, respectively, if not utilized. In prior
years, the Company recorded a deferred tax asset valuation allowance
for net operating loss carryforwards of which realization was
uncertain. During 1996 and 1997, the Company reduced the valuation
allowance by $1,057,000 and $2,524,000, respectively. The reductions
in the valuation allowance were attributable to the award of
significant multi-year government and commercial contracts during 1996
and 1997, and the result of improved cost controls. Due to these
events, realization of all deferred tax assets became, in the opinion
of management, more likely than not.
The Company believes that its working capital and capital
requirement needs for its current lines of business and new product
development will be met by its cash flow from operations and existing
bank loan arrangements.
Effects of Inflation
- --------------------
Inflation has not had a significant impact on the Company's
results of operations.
Year 2000 Compliance
- --------------------
As is well known, many computer and digital storage systems
express dates using only the last two digits of the year and will thus
require modification or replacement to accommodate the year 2000 and
beyond in order to avoid malfunction and resulting widespread business
disruption.
The Company has identified most significant internal applications
that will require modification to ensure Year 2000 Compliance.
Internal and external resources are being used to make the required
modifications and test Year 2000 Compliance. The Company plans on
completing the modification and testing of all significant applications
by December 31, 1998.
The Company is initiating formal communications with its
significant suppliers and customers to determine the extent, if any, to
which the Company's interface systems would be impacted by those third
parties' failure to remediate their own Year 2000 Compliance issue.
The cost to the Company of these Year 2000 Compliance activities
has not been, and is not anticipated to be, material to its financial
position or results of operation in any given year. These costs and
the date on which the Company plans to complete the Year 2000
modification and testing processes are based on management's best
estimates, which were derived utilizing numerous assumptions of future
events including the continued availability of certain resources, third
party modification plans and other factors. However, there can be no
guarantee that these estimates will be achieved and actual results
could differ from those plans.
Given the complexity of this issue, it is not possible for any
organization to guarantee that all Year 2000 problems will be resolved.
However, the Company believes that it will achieve an acceptable level
of readiness and will provide resources that will address any
subsequent failures or issues that might arise.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
See Table of Contents to Consolidated Financial Statements on Page
F-1.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
----------------------------------------------------
During the twenty-four months prior to the date of the financial
statements contained herein, no Form 8-K reporting a change of
accountants has been filed which included a reported disagreement on
any matter of accounting principles or practices or financial statement
disclosure.
<PAGE>
PART III
--------
The information called for by Part III (Items 10, 11, 12 and 13)
of this Report is hereby incorporated by reference from the Company's
definitive Proxy Statement to be filed pursuant to Regulation 14A under
the Securities Exchange Act of 1934 in connection with the election of
directors at the 1998 Annual Meeting of Stockholders of the Company,
which definitive Proxy Statement will be filed with the Securities and
Exchange Commission not later than 120 days after the end of the
Company's fiscal year ended December 31, 1997.
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
----------------------------------------------------------------
(a) The following documents are filed as part of this Report Page
----
1. Consolidated Financial Statements:
Table of Contents to Consolidated Financial Statements F-1
Independent Auditors' Report F-2
Consolidated Balance Sheets as of December 31,
1996 and 1997 F-3
Consolidated Statements of Operations for the Years
Ended December 31, 1995, 1996 and 1997 F-4
Consolidated Statements of Stockholders' Equity for
the Years Ended December 31, 1995, 1996 and 1997 F-5
Consolidated Statements of Cash Flows for the Years
Ended December 31, 1995, 1996 and 1997 F-6
Notes to Consolidated Financial Statements F-7
Independent Auditors' Consent F-20
2. All schedules are omitted because they are not applicable
or the required information is shown in the consolidated
financial statements or notes thereto.
3. Exhibits 18
<PAGE>
Exhibit Page
Number Description of Exhibit Number
- ------- ---------------------- ------
<TABLE>
<S> <C>
3(a) Certificate of Incorporation of the Registrant, as
amended to date [Incorporated by reference to
Exhibit 3(a) to the Registrant's Registration
Statement on Form S-1 filed with the Commission on
September 6, 1984 (Registration No. 2-93134)]
3(b) By-laws of the Registrant, as currently in effect
[Incorporated by reference to Exhibit 3(b) to the
Registrant's Form 10-K filed with the Commission
on March 31, 1987 (File No. 0-13433)].
3(c) Specimen share certificate for the Common Stock of
the Registrant [Incorporated by reference to Exhibit
4(b) to Amendment No. 1 to the Registrant's
Registration Statement on Form S-1 filed with the
Commission on January 8, 1985 (Registration No.
2-93134)].
10(a)(A) 1985 Key Employee Stock Option Plan adopted by
the Board of Directors of the Registrant on July 1,
1985 [Incorporated by reference to Exhibit 10(a) to
the Registrant's Registration Statement on Form S-1
filed with the Commission on October 22, 1985
(Registration No. 33-1042)].
10(a)(B) Form of 1985 Key Employee Stock Option
Agreement, dated as of July 1, 1985, between the
Registrant and certain key employees of the
Registrant [Incorporated by reference to Exhibit
10(b) to the Registrant's Registration Statement on
Form S-1 filed with the Commission on October 22,
1985 (Registration No. 33-1042)].
10(b)(A) Incentive Stock Option Plan adopted by the Board of
Directors of the Registrant on June 1, 1984 and
approved by Stonebrook Group Inc. (formerly
Stenbeck Reassurance Co. Inc.) on June 1, 1984, as
amended by the Board of Directors of the Registrant
on May 6, 1985 [Incorporated by reference to
Exhibit 10(c) to the Registrant's Registration
Statement on form S-1 filed with the Commission on
October 22, 1985 (Registration No. 33-1042)].
</TABLE>
<PAGE>
<TABLE>
Exhibit Page
Number Description of Exhibit Number
- ------ ----------------------
<S> <C>
10(b)(B) Form of Incentive Stock Option Agreement, dated as
of June 1, 1984, between the Registrant and certain
key employees of the Registrant [Incorporated by
reference to Exhibit 10(e) to the Registrant's
Registration Statement on Form S-1 filed with the
Commission on October 22, 1985 (Registration No.
33-1042)].
10(c)(A) Management Stock Option Plan adopted by the Board
of Directors of the Registrant on June 1, 1984 and
approved by Stonebrook Group Inc. on June 1, 1984,
as amended by the Board of Directors of the
Registrant on May 6, 1985 [Incorporated by reference
to Exhibit 10(f) to the Registrant's Registration
Statement on Form S-1 filed with the Commission on
October 22, 1985 (Registration No. 33-1042)].
10(c)(B) Form of Management Stock Option Agreement, dated
as of June 1, 1984, between the Registrant and
certain management employees of the Registrant
[Incorporated by reference to Exhibit 10(d) to the
Registrant's Registration Statement on Form S-1 filed
with the Commission on September 6, 1984
(Registration No. 2-93134)].
10(d) Miltope Corporation Cash Bonus Plan, as amended,
effective January 1, 1984 [Incorporated by reference
to Exhibit 10(e) to the Registrant's Registration
Statement on Form S-1 filed with the Commission on
September 6 , 1984 (Registration No. 2-93134)].
10(f)(A) 1995 Stock Option and Performance Award Plan
adopted by the Board of Directors of the Registrant
on April 11, 1995 and approved by the stockholders
of the Registrant on June 5, 1995 [Incorporated
by reference to Exhibit 4(a)(1) to the Registrant's
Registration Statement on Form S-8 filed with the
Commission on December 21, 1995 (File No. 33-65233)].
</TABLE>
<PAGE>
<TABLE>
Exhibit Page
Number Description of Exhibit Number
- ------ ---------------------- ------
<S> <C>
10(f)(B) Form of Non-Qualified Stock Option Agreement under
the 1995 Stock Option and Performance Award Plan
[Incorporated by reference to Exhibit 4(a)(2) to the
Registrant's Registration Statement on Form S-8 filed
with the Commission on December 21, 1995
(File No. 33-65233)].
10(f)(C) Form of Incentive Stock Option Agreement under the
1995 Stock Option and Performance Award Plan
[Incorporated by reference to Exhibit 4(a)(3) to the
Registrant's Registration Statement on Form S-8 filed
with the Commission on December 21, 1995
(File No. 33-65233)].
10(g)(A) Real Estate Sales Contract, dated July 18, 1984,
between the City of Troy, Alabama and Miltope
Corporation [Incorporated by reference to Exhibit
10(o) to the Registrant's Registration Statement on
Form S-1 filed with the Commission on September 6,
1984 (Registration No. 2-93134)].
10(g)(B) Lease Agreement, dated November 1, 1985, between
the Industrial Development Board of the City of
Troy, Alabama and Miltope Corporation
[Incorporated by reference to Exhibit 10(s)(B) to the
Registrant's Form 10-K filed with the Commission
on March 31, 1986 (File No. 0-13433)].
10(h) Agreement of Sale, dated July 15, 1994, between
Miltope Corporation and Marc Beige, with respect
to the sale of 1770 Walt Whitman Road, Melville,
New York [Incorporated by reference to Exhibit 10(l)
to the Registrant's Form 10-K filed with the
Commission on March 31, 1995 (File No. 0-13433)].
10(i) Agreement of Lease, dated as of August 10, 1994,
between Melville Associates, L.P. and Miltope
Corporation [Incorporated by reference to Exhibit 10(m)
to the Registrant's Form 10-K filed with the
Commission on March 31, 1995 (File No. 0-13433)].
</TABLE>
<PAGE>
<TABLE>
Exhibit Page
Number Description of Exhibit Number
- ------ ---------------------- ------
<S> <C>
10(j) Purchase and Sale Agreement, dated April 19, 1994,
between Collier Management Group, Inc. and
Miltope Corporation, with respect to 500 Richardson
Road South, Hope Hull, Alabama [Incorporated by
reference to Exhibit 10(n) to the Registrant's Form 10-K
filed with the Commission on March 31, 1995
(File No. 0-13433)].
10(k)(A)(1) Loan Agreement, dated July 27, 1994, among First
Alabama Bank, as lender, and Miltope Corporation
and Miltope Business Products, Inc., as borrowers
[Incorporated by reference to Exhibit 10(o)(A)(1)
to the Registrant's Form 10-K filed with the
Commission on March 31, 1995 (File No. 0-13433)].
10(k)(A)(2) Amendment to Loan Agreement, dated as of October
3, 1994, among First Alabama Bank, Miltope
Corporation and Miltope Business Products, Inc.
[Incorporated by reference to Exhibit 10(o)(A)(2)
to the Registrant's Form 10-K filed with the
Commission on March 31, 1995 (File No. 0-13433)].
10(k)(A)(3) Amendment to Loan Agreement and Related
Documents, dated February 3, 1995, among First
Alabama Bank, Miltope Corporation and Miltope
Business Products, Inc. [Incorporated by reference
to Exhibit 10(o)(A)(3) to the Registrant's Form 10-K
filed with the Commission on March 31, 1995
(File No. 0-13433)].
10(k)(A)(4) Amendments to Loan Agreement and Related
Documents, dated February 6, 1997, among Regions
Bank (formerly First Alabama Bank), Miltope
Corporation and Miltope Business Products, Inc.
[Incorporated by reference to Exhibit 10(k)(A)(4) to
the Registrant's Form 10-K filed with the Commission
on March 26, 1997 (File No. 0-13433)].
*10(k)(A)(5) Amendments to Loan Agreement and Related
Documents, dated December 1, 1997, among Regions
Bank (formerly First Alabama Bank), Miltope
Corporation and Miltope Business Products, Inc.
- --------------
* Filed Herewith
</TABLE>
<PAGE>
<TABLE>
Exhibit Page
Number Description of Exhibit Number
- ------- ---------------------- ------
<S> <C>
10(k)(B) Guaranty Agreement, dated July 27, 1994, by the
Registrant to First Alabama Bank [Incorporated by
reference to Exhibit 10(o)(B) to the Registrant's
Form 10-K filed with the Commission on March 31, 1995
(File No. 0-13433)].
10(k)(C) Security Agreement, dated July 27, 1994, among
Miltope Corporation, Miltope Business Products, Inc.
and First Alabama Bank [Incorporated by
reference to Exhibit 10(o)(C) to the Registrant's
Form 10-K filed with the Commission on March 31, 1995
(File No. 0-13433)].
10(l)(A) Term Loan Agreement, dated October 13, 1994,
between First Alabama Bank, as lender, and Miltope
Corporation, as borrower [Incorporated by
reference to Exhibit 10(p)(A) to the Registrant's
Form 10-K filed with the Commission on March 31, 1995
(File No. 0-13433)].
10(l)(B) Real Estate Mortgage and Security Agreement, dated
October 13, 1994, by Miltope Corporation in favor
of First Alabama Bank [Incorporated by reference to
Exhibit 10(p)(B) to the Registrant's Form 10-K
filed with the Commission on March 31, 1995
(File No. 0-13433)].
10(m)(A) Loan Agreement, dated January 1, 1995, between the
State Industrial Development Authority and Miltope
Corporation [Incorporated by reference to Exhibit 10(q)(A)
to the Registrant's Form 10-K filed with the Commission
on March 31, 1995 (File No. 0-13433)].
10(m)(B) Credit Agreement, dated January 1, 1995, between
Miltope Corporation and First Alabama Bank
[Incorporated by reference to Exhibit 10(q)(B)to the
Registrant's Form 10-K filed with the Commission
on March 31, 1995 (File No. 0-13433)].
</TABLE>
<PAGE>
<TABLE>
Exhibit Page
Number Description of Exhibit Number
- ------ ---------------------- ------
<S> <C>
10(m)(C) Guaranty Agreement, dated January 1, 1995, by the
Registrant to First Alabama Bank [Incorporated by
reference to Exhibit 10(o)(C) to the Registrant's
Form 10-K filed with the Commission on
March 31, 1995 (File No. 0-13433)].
10(m)(D) Bond Purchase Agreement, dated January 11, 1995,
among Miltope Corporation, the State Industrial
Development Authority and Merchant Capital,
L.L.C. [Incorporated by reference to Exhibit 10(q)(D)
to the Registrant's Form 10-K filed with the Commission
on March 31, 1995 (File No. 0-13433)].
10(m)(E) Remarketing Agreement, dated January 1, 1995,
among Miltope Corporation, the State Industrial
Development Authority and Merchant Capital,
L.L.C. [Incorporated by reference to Exhibit 10(q)(E)
to the Registrant's Form 10-K filed with the Commission
on March 31, 1995 (File No. 0-13433)].
10(m)(F) Real Estate Mortgage and Security Agreement, dated
as of January 1, 1995, from Miltope Corporation in
favor of First Alabama Bank [Incorporated by
reference to Exhibit 10(q)(F) to the Registrant's
Form 10-K filed with the Commission on
March 31, 1995 (File No. 0-13433)].
10(q)(A) Stock Option Agreement, dated as of June 25, 1993,
between the Registrant and William L. Dickinson.
[Incorporated by reference to Exhibit 10(q) to the
Registrant's Form 10-K filed with the Commission
on March 31, 1994 (File No. 0-13433)].
10(q)(B) Stock Option Agreement, dated as of June 3, 1994,
between the Registrant and William L. Dickinson
[Incorporated by reference to Exhibit 10(u)(B) to
the Registrant's Form 10-K filed with the Commission
on March 31, 1995 (File No. 0-13433)].
</TABLE>
<PAGE>
<TABLE>
Exhibit Page
Number Description of Exhibit Number
- ------ ---------------------- ------
<S> <C>
10(q)(C) Stock Option Agreement, dated as of June 5, 1995,
between the Registrant and William L. Dickinson.
[Incorporated by reference to Exhibit 10(r)(C) to the
Registrant's Form 10-K filed with the Commission
on March 29, 1996 (File No. 0-13433)].
10(q)(D) Stock Option Agreement, dated as of June 11, 1996,
between the Registrant and William L. Dickinson.
[Incorporated by reference to Exhibit 10(q)(D) to the
Registrant's Form 10-K filed with the Commission
on March 26,1997 (File No. 0-13433)].
*10(q)(E) Stock Option Agreement, dated as of September 11, 1997,
between the Registrant and William L. Dickinson.
10(r)(A) Stock Option Agreement, dated as of September 7,
1988, between the Registrant and Alvin E. Nashman
[Incorporated by reference to Exhibit 10(t)(D) to the
Registrant's Form 10-K filed with the Commission
on March 31, 1989 (File No. 0-13433)].
10(r)(B) Stock Option Agreement, dated as of March 30,
1990, between the Registrant and Alvin E.
Nashman [Incorporated by reference to Exhibit
10(t)(B) to the Registrant's Form 10-K filed
with the Commission on March 27, 1991 (File No.
0-13433)].
10(r)(C) Stock Option Agreement, dated as of June 14, 1990,
between the Registrant and Alvin E. Nashman
[Incorporated by reference to Exhibit 10(t)(B) to the
Registrant's Form 10-K filed with the Commission
on March 27, 1991 (File No. 0-13433)].
10(r)(D) Stock Option Agreement, dated as of June 13, 1991,
between the Registrant and Alvin E. Nashman
[Incorporated by reference to Exhibit 10(r)(D) to the
Registrant's Form 10-K filed with the Commission
on March 27, 1992 (File No. 0-13433)].
- ----------------
* Filed Herewith
</TABLE>
<PAGE>
Exhibit Page
Number Description of Exhibit Number
- ------- ---------------------- ------
<TABLE>
<S> <C>
10(r)(E) Stock Option Agreement, dated as of June 8, 1992,
between the Registrant and Alvin E. Nashman
[Incorporated by reference to Exhibit 10(r)(E) to the
Registrant's Form 10-K filed with the Commission
on March 25, 1993 (File No. 0-13433)].
10(r)(F) Stock Option Agreement, dated as of June 25, 1993,
between the Registrant and Alvin E. Nashman.
[Incorporated by reference to Exhibit 10(r)(F) to the
Registrant's Form 10-K filed with the Commission
on March 31, 1994 (File No. 0-13443)].
10(r)(G) Stock Option Agreement, dated as of June 3, 1994,
between the Registrant and Alvin E. Nashman
[Incorporated by reference to Exhibit 10(w)(G) to
the Registrant's Form 10-K filed with the Commission
on March 31, 1995 (File No. 0-13433)].
10(r)(H) Stock Option Agreement, dated as of June 5, 1995,
between the Registrant and Alvin E. Nashman.
[Incorporated by reference to Exhibit 10(s)(H) to the
Registrant's Form 10-K filed with the Commission
on March 29, 1996 (File No. 0-13433)].
10(r)(I) Stock Option Agreement, dated as of June 11, 1996,
between the Registrant and Alvin E. Nashman.
[Incorporated by reference to Exhibit 10(r)(I) to the
Registrant's Form 10-K filed with the Commission
on March 26, 1997 (File No. 0-13433)].
*10(r)(J) Stock Option Agreement, dated as of September 11, 1997,
between the Registrant and Alvin E. Nashman.
10(s) Stock Option Agreement, dated as of August 7, 1995,
between the Registrant and George K. Webster.
[Incorporated by reference to Exhibit 10(t) to the
Registrant's Form 10-K filed with the Commission
on March 29, 1996 (File No. 0-13433)].
- -------------------
* Filed Herewith
</TABLE>
<PAGE>
<TABLE>
Exhibit Page
Number Description of Exhibit Number
- ------- ---------------------- ------
<S> <C>
10(t) Stock Option Agreement, dated as of November 8, 1995,
between the Registrant and James E. Matthews.
[Incorporated by reference to Exhibit 10(u) to the
Registrant's Form 10-K filed with the Commission
on March 29, 1996 (File No. 0-13433)].
10(w)(A) Asset Purchase Agreement, dated as of December
23, 1992, between Miltope Business Products, Inc.
and Mag-Tek, Inc. [Incorporated by reference to
Exhibit 10(x)(A) to the Registrant's Form 10-K filed
with the Commission on March 25, 1993 (File No. 0-13433)].
10(w)(B) Guaranty of the Registrant, dated as of December 23,
1992, pursuant to Asset Purchase Agreement, dated
as of December 23, 1992, between Miltope Business
Products, Inc. and Mag-Tek, Inc. [Incorporated by
reference to Exhibit 10(x)(B) to the Registrant's
Form 10-K filed with the Commission on March 25,
1993 (File No. 0-13433)].
10(w)(C) Supply Agreement, dated as of January 5, 1993,
between Miltope Business Products, Inc. and
Mag-Tek, Inc. [Incorporated by reference to Exhibit
10(x)(C) to the Registrant's Form 10-K filed with the
Commission on March 25, 1993 (File No. 0-13433)].
10(w)(D) Escrow Agreement, dated as of January 5, 1993,
among Miltope Business Products, Inc., Mag-Tek,
Inc. and First Interstate Bank of California, as
Escrow Agent [Incorporated by reference to Exhibit
10(x)(D) to the Registrant's Form 10-K filed with the
Commission on March 25, 1993 (File No. 0-13433)].
10(w)(E) Marketing Agreement, dated as of January 5, 1993,
between Miltope Business Products, Inc. and
Mag-Tek, Inc. [Incorporated by reference to Exhibit
10(x)(E) to the Registrant's Form 10-K filed with the
Commission on March 25, 1993 (File No. 0-13433)].
</TABLE>
<PAGE>
<TABLE>
Exhibit Page
Number Description of Exhibit Number
- ------- ---------------------- ------
<S> <C>
10(w)(F) Noncompetition Agreement, dated as of January 5,
1993, between Miltope Business Products, Inc. and
Mag-Tek, Inc. [Incorporated by reference to Exhibit
10(x)(F) to the Registrant's Form 10-K filed with the
Commission on March 25, 1993 (File No. 0-13433)].
10(y) Renegotiation Agreement, dated August 23, 1996,
between the Registrant and Mag-Tek, Inc.
[Incorporated by reference to Exhibit 10(y) to the
Registrant's Form 10-K filed with the Commission
on March 26, 1997 (File No. 0-13433)].
18 Letter regarding change in accounting principle, dated May
13, 1994 [Incorporated by reference to Exhibit 18 to
the Registrant's Form 10-Q filed with the
Commission on May 16, 1994 (File No. 0-13433)].
*21 Subsidiaries of the Registrant.
*23 Independent Auditors' Consent, dated March 30, 1998,
to the incorporation by reference in Registration
Statements No. 2-97977, No. 33-8245,
No. 33-78744 and No. 33-65233 on Form S-8 and
No. 33-33752 on Form S-3 of their report dated
February 2, 1998 appearing in this Annual Report on
Form 10-K for the year ended December 31, 1997.
*27 Financial Data Schedule
- -----------------
* Filed Herewith
</TABLE>
<PAGE>
MILTOPE GROUP INC. AND SUBSIDIARIES
- -----------------------------------
TABLE OF CONTENTS TO CONSOLIDATED FINANCIAL STATEMENTS
- ------------------------------------------------------
Page
----
Independent Auditors' Report F-2
Consolidated Balance Sheets as of December 31, 1996
and 1997 F-3
Consolidated Statements of Operations for the
Years Ended December 31, 1995, 1996 and 1997 F-4
Consolidated Statements of Stockholders' Equity for the
Years Ended December 31, 1995, 1996 and 1997 F-5
Consolidated Statements of Cash Flows for the
Years Ended December 31, 1995, 1996 and 1997 F-6
Notes to Consolidated Financial Statements F-7
All supplemental schedules are omitted because they are not applicable
or the required information is shown in the consolidated financial
statements or notes thereto.
<F1>
<PAGE>
INDEPENDENT AUDITORS' REPORT
- ----------------------------
To the Stockholders and Board of Directors
of Miltope Group Inc.:
We have audited the accompanying consolidated balance sheets of Miltope
Group Inc. and its subsidiaries as of December 31, 1996 and 1997, and
the related consolidated statements of operations, stockholders'
equity, and cash flows for each of the three years in the period ended
December 31, 1997. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly,
in all material respects, the financial position of Miltope Group Inc.
and subsidiaries at December 31, 1996 and 1997, and the results of
their operations and their cash flows for each of the three years in
the period ended December 31, 1997 in conformity with generally
accepted accounting principles.
/s/ Deloitte & Touche LLP
- -------------------------
Birmingham, Alabama
February 2, 1998
<F2>
<PAGE>
<TABLE>
MILTOPE GROUP INC. AND SUBSIDIARIES
- -----------------------------------
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1996 AND 1997
- ----------------------------------------------------------------------------
ASSETS Notes 1996 1997
----- ---------- -----------
<S> <C> <C> <C>
CURRENT ASSETS:
Cash $ 128,000 $ 443,000
Accounts receivable 2,5,12 10,890,000 9,977,000
Inventories 3,5 13,836,000 14,703,000
Deferred income taxes 6 82,000 345,000
Other current assets 197,000 242,000
---------- ----------
Total current assets 25,133,000 25,710,000
---------- ----------
PROPERTY AND EQUIPMENT - at cost: 1,5
Machinery and equipment 7,524,000 7,177,000
Furniture and fixtures 1,475,000 1,561,000
Land, buildings and improvements 7,335,000 8,021,000
---------- ----------
Total property and equipment 16,334,000 16,759,000
Less accumulated depreciation 6,765,000 7,101,000
---------- ----------
Property and equipment - net 9,569,000 9,658,000
---------- ----------
DEFERRED INCOME TAXES 6 383,000 2,240,000
OTHER ASSETS 1,4 1,247,000 841,000
----------- -----------
TOTAL $36,332,000 $38,449,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 5,426,000 $ 4,437,000
Accrued expenses 1,468,000 1,351,000
Current maturities of long-term debt 5 240,000 270,000
----------- -----------
Total current liabilities 7,134,000 6,058,000
LONG-TERM DEBT 5 11,340,000 11,251,000
---------- ----------
Total liabilities 18,474,000 17,309,000
---------- ----------
COMMITMENTS AND CONTINGENCIES 9
STOCKHOLDERS' EQUITY: 1,5,8
Common stock - $.01 par value;
20,000,000 shares authorized;
6,806,737 and 6,811,112 shares
outstanding at December 31, 1996
and 1997, respectively 68,000 68,000
Capital-in-excess of par value 20,253,000 20,264,000
Retained earnings 11,783,000 15,054,000
---------- ----------
32,104,000 35,386,000
Less treasury stock 14,246,000 14,246,000
---------- ----------
Total stockholders' equity 17,858,000 21,140,000
----------- -----------
TOTAL $36,332,000 $38,449,000
=========== ===========
</TABLE>
See notes to consolidated financial statements.
<F3>
<PAGE>
<TABLE>
MILTOPE GROUP INC. AND SUBSIDIARIES
- -----------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
- ------------------------------------------------------------------------
Notes 1995 1996 1997
-------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
NET SALES 1,10,12 $65,708,000 $ 45,513,000 $ 40,372,000
----------- ------------ ------------
COSTS AND EXPENSES:
Cost of sales 3 52,336,000 34,436,000 30,569,000
Selling, general and
administrative 9,135,000 6,601,000 6,137,000
Engineering, research and
development 1 3,860,000 1,630,000 1,705,000
----------- ----------- -----------
Total 65,331,000 42,667,000 38,411,000
----------- ----------- -----------
INCOME FROM OPERATIONS 377,000 2,846,000 1,961,000
INTEREST EXPENSE - net 4,5 1,361,000 1,076,000 750,000
----------- ----------- -----------
INCOME (LOSS) BEFORE INCOME
TAXES (984,000) 1,770,000 1,211,000
INCOME TAX BENEFIT 1,6 - (400,000) (2,060,000)
NET INCOME (LOSS) $ (984,000) $ 2,170,000 $ 3,271,000
=========== =========== ===========
BASIC AND DILUTED NET
INCOME (LOSS) PER SHARE 1 $(.17) $.37 $.56
===== ==== ====
WEIGHTED AVERAGE SHARES
OUTSTANDING 1 5,853,000 5,867,000 5,870,000
=========== =========== ===========
</TABLE>
See notes to consolidated financial statements.
<F4>
<PAGE>
MILTOPE GROUP INC. AND SUBSIDIARIES
- ------------------------------------
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
- ----------------------------------------------------
<TABLE>
Net
Unrealized
Common Stock Appreciation Treasury Stock
------------ Capital-in- on Investment --------------
Par Excess of Retained Available
Shares Value Par Value Earnings for Sale Shares Cost
--------- -------- ----------- ----------- ------------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1995 6,773,737 $ 68,000 $20,154,000 $10,597,000 $ 657,000 939,589 $14,246,000
Exercise of stock options 33,000 - 99,000 - - - -
Change in unrealized
appreciation on investment
available for sale - - - - (432,000) - -
Net loss - - - (984,000) - - -
--------- -------- ----------- ---------- -------- ------- -----------
Balance, December 31, 1995 6,806,737 68,000 20,253,000 9,613,000 225,000 939,589 14,246,000
Change in unrealized
appreciation on investment
available for sale - - - - (225,000) - -
Net income - - - 2,170,000 - - -
--------- -------- ----------- ----------- -------- ------- -----------
Balance, December 31, 1996 6,806,737 68,000 20,253,000 11,783,000 - 939,589 14,246,000
Exercise of stock options 4,375 - 11,000 - - - -
Net income - - - 3,271,000 - - -
--------- -------- ----------- ----------- --------- ------- -----------
Balance, December 31, 1997 6,811,112 $ 68,000 $20,264,000 $15,054,000 $ - 939,589 $14,246,000
========= ======== =========== =========== ========= ======= ===========
</TABLE>
See notes to consolidated financial statements.
<F5>
<PAGE>
MILTOPE GROUP INC. AND SUBSIDIARIES
- -----------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
- ----------------------------------------------------
<TABLE>
1995 1996 1997
---------- ----------- ----------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $(984,000) $2,170,000 $3,271,000
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Depreciation and amortization 1,701,000 1,737,000 1,670,000
Provision for slow-moving and obsolete
inventories 883,000 879,000 485,000
Provision for doubtful accounts receivable 100,000 201,000 95,000
Provision for asset impairment 168,000 - 432,000
Gain on sale of investment available for
sale (678,000) (522,000) (566,000)
Loss on sale of fixed assets 420,000 33,000 -
Deferred income taxes - (465,000) (2,120,000)
Change in operating assets and
liabilities provided (used) cash:
Accounts receivable 4,106,000 (674,000) 819,000
Inventories 2,282,000 1,717,000 (1,497,000)
Income tax receivable 2,524,000 - -
Other current assets 72,000 59,000 (45,000)
Other assets (1,038,000) 1,287,000 (146,000)
Accounts payable and accrued expenses (9,851,000) (1,022,000) (1,106,000)
----------- ----------- ----------
Net cash provided by (used in)
operating activities (295,000) 5,400,000 1,292,000
----------- ----------- ----------
INVESTING ACTIVITIES:
Purchases of property and equipment (716,000) (625,000) (1,725,000)
Proceeds from sale of property and equipment 22,000 4,000 -
Proceeds from sale of investment available
for sale 680,000 524,000 798,000
---------- ----------- ----------
Net cash used in investing activities (14,000) (97,000) (927,000)
----------- ----------- ----------
FINANCING ACTIVITIES:
Proceeds from (payments of) revolving
credit loan - net (3,003,000) (4,305,000) 179,000
Payments of other long-term debt (22,000) (1,171,000) (240,000)
Payments of short-term debt (3,375,000) - -
Borrowing of long-term debt 6,100,000 - -
Exercise of stock options 99,000 - 11,000
---------- ----------- ----------
Net cash used in financing activities (201,000) (5,476,000) (50,000)
---------- ----------- ----------
NET INCREASE (DECREASE) IN CASH (510,000) (173,000) 315,000
CASH, BEGINNING OF YEAR 811,000 301,000 128,000
---------- ----------- ----------
CASH, END OF YEAR $ 301,000 $ 128,000 $ 443,000
========== =========== ==========
SUPPLEMENTAL DISCLOSURE:
Payments made (received) for:
Income taxes $(2,802,000) $ - $ 76,000
=========== =========== ==========
Interest $ 1,596,000 $ 1,279,000 $ 821,000
=========== ============ ==========
SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING ACTIVITIES
Reduction of liability associated
with acquisition $ - $ 425,000 $ -
=========== =========== ==========
Change in unrealized appreciation on
investment available for sale $ (432,000) $ (225,000) $ -
=========== =========== ==========
</TABLE>
See notes to consolidated financial statements.
<F6>
<PAGE>
MILTOPE GROUP INC. AND SUBSIDIARIES
- -----------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
- ----------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING
AND FINANCIAL REPORTING POLICIES
----------------------------------
Principles of Consolidation - The consolidated financial statements
include the accounts of Miltope Group Inc. and its wholly-owned
subsidiaries, Miltope Corporation ("Miltope"), Miltope Business
Products, Inc. ("MBP") and Miltope's wholly-owned subsidiary,
International Miltope, Ltd., a Foreign Sales Corporation ("FSC").
These companies are collectively referred to as the "Company". All
material inter-company transactions have been eliminated.
Nature of Operations - The Company through its two industry
segments, military/rugged and commercial, is engaged in the
development of computers and peripheral equipment for rugged and
other specialized applications for military and commercial
customers, domestic and international.
Accounting Estimates - The Company's consolidated financial
statements are prepared in conformity with generally accepted
accounting principles which require management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the consolidated financial statements and the reported
amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Fair Value of Financial Instruments - The carrying value of the
Company's accounts receivable, accounts payable and accrued
expenses approximates fair value because of the short-term maturity
of those instruments. Additional information regarding the fair
value of other financial instruments is disclosed in Note 5.
Investment Available for Sale - Gains and losses on the disposition
of the investment available for sale are computed under the
specific identification method. Unrealized gains and losses, net
of tax, related to the investment available for sale are reported
as a separate component of stockholders' equity.
Depreciation and Amortization - Depreciation of machinery,
equipment, furniture and fixtures is computed on the straight-line
method over the estimated useful lives of the related assets
ranging from 3 to 10 years. Depreciation of buildings and
improvements is computed on the straight-line method over an
estimated useful life of 30 years. Amortization of leasehold
improvements is computed on the straight-line method over the
lesser of the estimated useful life of the improvement or the
remaining term of the lease.
<F7>
<PAGE>
Intangible Assets - Intangible assets include a noncompete agreement and
purchased technology with an aggregate carrying value of $695,000 and
$301,000 at December 31, 1995 and 1996, respectively, which were being
amortized over a six to seven-year period on a straight-line basis.
The accumulated amortization as of December 31, 1995 and 1996 is $605,000
and $811,000, respectively. In 1997, the Company recognized an impairment
in the recoverability of these intangible assets as described in Note 4.
Progress Billings - In accordance with the terms of certain sales
contracts, a portion of the costs incurred as of the end of
specified periods may be billed to the applicable customers even
though the contracted units have not been delivered. In accordance
with trade practice, such progress payments are not recorded as
revenue until the related units are shipped. The amounts of paid
progress billings for which the related units have not been shipped
are applied against the carrying value of inventories held for the
contracts (see Note 3).
Revenue Recognition - Sales and related cost of sales are generally
recognized under the unit-of-delivery method of accounting. A
significant multi-year contract is accounted for under the
percentage-of-completion method of accounting. Income is recognized
under the percentage-of-completion method using the cost-to-cost
method after considering management's estimates of costs to
complete utilizing all available information. Sales under cost
reimbursable type contracts are recorded as work is performed.
Provisions for estimated losses on contracts in progress are
recorded in the period in which the loss is determined. Revisions
in profit estimates are reflected in the period in which the facts
that require revision are known. Amounts representing contract
change orders or claims are included in sales only when they can be
reasonably estimated and realization is probable.
Engineering, Research and Development - Engineering, research and
development expenditures not made in connection with sales
contracts are charged to expense as incurred.
Income Taxes - The Company recognizes deferred tax assets and
liabilities for the expected future tax consequences of events that
have been included in the Company's consolidated financial
statements or tax returns. Deferred tax assets and liabilities are
determined based on the differences between the financial
accounting and tax bases of assets and liabilities using enacted
tax rates in effect for the year in which the differences are
expected to reverse (see Note 6).
Net Income (Loss) Per Share - During February 1997, the Financial
Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standards ("SFAS") No. 128, Earnings per Share, which is
effective for all financial statements issued for periods ending
after December 15, 1997, including interim periods. In accordance
with this Standard, the Company is now required to report two
separate earnings per share numbers, basic and diluted. Both are
computed by dividing net earnings by the weighted average common
shares outstanding (basic EPS) or weighted average common shares
outstanding assuming dilution (diluted EPS). Based on this
computation, there is no difference between basic and diluted net
income (loss) per share.
<F8>
<PAGE>
Recently Issued Accounting Standards - In June 1997, the FASB
issued SFAS No. 130, Reporting Comprehensive Income, and SFAS No.
131, Disclosures About Segments of an Enterprise and Related
Information, both of which will be effective for the Company in
fiscal 1998. Management does not expect the adoption of these
Statements to have a material impact on the Company's financial
statements and disclosures.
Reclassifications - Certain prior years amounts have been
reclassified to conform with the 1997 presentation.
<TABLE>
2. ACCOUNTS RECEIVABLE
-------------------
Accounts receivable consist of the following:
1996 1997
------------ -----------
<S> <C> <C>
Amounts receivable from the
United States Government $ 4,646,000 $ 3,856,000
Unbilled receivables on
contracts in progress 228,000 -
Amounts receivable from other customers 6,266,000 6,188,000
Allowance for doubtful accounts (250,000) (67,000)
----------- -----------
Total $10,890,000 $ 9,977,000
=========== ===========
</TABLE>
Unbilled receivables relate principally to certain long-term
contracts accounted for on the percentage-of-completion basis.
Receivables on the contracts are billed upon shipment of
deliverables to the customers.
<TABLE>
3. INVENTORIES
-----------
Inventories consist of the following:
1996 1997
----------- -----------
<S> <C> <C>
Purchased parts and subassemblies $10,002,000 $10,019,000
Work-in-process 3,955,000 4,684,000
----------- -----------
13,957,000 14,703,000
Less progress billings received 121,000 -
----------- -----------
Total $13,836,000 $14,703,000
=========== ===========
</TABLE>
Inventories, other than inventoried costs related to long-term
contracts, are stated at the lower of cost (principally first-in,
first-out) or market. Inventoried costs related to long-term
contracts (included in purchased parts and subassemblies and work-
in-progress) are stated at actual costs, including engineering and
manufacturing overheads, contract specific tooling, and other
related non-recurring costs incurred to date, reduced by amounts
identified with revenue recognized on units delivered or progress
completed. Inventoried costs related to long-term contracts are
reduced by charging any amounts in excess of estimated realizable
value to cost of sales. Inventories include amounts relating to
contracts and programs having production cycles longer than one
year and a portion thereof will not be realized within one year.
Inventories include an allowance for slow-moving and obsolete items
of $2,700,000, $3,599,000 and $1,242,000 at December 31, 1995, 1996
and 1997, respectively.
<F9>
<PAGE>
4. OTHER ASSETS
------------
The Company owned an investment in M-Systems Flash Disk Pioneers,
Ltd. ("M-Systems"), a company based in Israel. During 1995 and
1996, the Company sold 160,850 and 92,014 shares of M-Systems stock
at a gain of $678,000 and $522,000, respectively. In 1996, the
Company exercised its option to purchase an additional 153,242
shares of M-Systems stock at a price of $231,000. Since there were
certain restrictions concerning the sale of this stock at December
31, 1996, it was carried at cost in other assets on the
accompanying consolidated balance sheet. During 1997, the Company
sold 153,242 shares of M-Systems stock at a gain of $566,000.
The Company made loans to a related entity of which the chairman of
such entity is a member of the Company's board of directors and,
through other shareholdings, is affiliated with the majority
shareholder of the Company. Interest income recognized on these
loans was $46,000 and $37,000 during 1995 and 1996, respectively,
and is reflected as a reduction of interest expense in the
accompanying consolidated statements of operations. The maximum
amount loaned during the year ended December 31, 1996 was $500,000.
During 1996, all loans to the related entity and accrued interest
were repaid to the Company. During 1997, there were no loans to the
related entity.
In 1993, the Company acquired certain assets of Mag-Tek, Inc., a
manufacturer of magnetic stripe products. The consideration
included aggregate discounted minimum royalty payments of
approximately $1,100,000. In August 1996, the Company and Mag-Tek,
Inc. entered into an agreement to terminate the minimum royalty
payment provisions of the related asset purchase contract. In
connection with this agreement, the remaining long-term debt of
$425,000 was written off and intangible assets were reduced by the
same amount. In 1997, the Company recognized a $432,000 impairment
in the value of all remaining Mag-Tek, Inc. assets including
inventory, equipment and intangible assets.
<TABLE>
5. LONG-TERM DEBT
--------------
Long-term debt consists of the following:
1996 1997
----------- -----------
<S> <C> <C>
Revolving credit loan $ 6,000,000 $ 6,181,000
Industrial Development Authority
Revenue Bonds 5,580,000 5,340,000
----------- -----------
Total 11,580,000 11,521,000
Less current maturities 240,000 270,000
----------- -----------
Total $11,340,000 $11,251,000
=========== ===========
</TABLE>
A $15,000,000 revolving credit agreement, at the Company's option,
bears interest at the bank's reference rate (8.25% and 8.5% at
December 31, 1996 and 1997, respectively), or at a rate equaling
the London Inter Bank Offered Rate (5.56% and 5.81% at December 31,
1996 and 1997, respectively) plus 2.0%. If for any day the total
amount advanced, regardless of the interest rate option, exceeds
$10 million, an additional .25% is added to the interest rate. The
revolving credit facility is scheduled to mature on May 31, 1999,
at which time the outstanding amount would be converted into a term
loan payable in twelve equal quarterly installments. However, at
the request of the Company, the bank may extend the revolving
credit agreement for successive one year periods. The Company's
accounts receivable, contract rights and inventories are pledged as
collateral to the agreement.
<F10>
<PAGE>
Principal payments for the Industrial Development Authority Revenue
Bonds (the "Bonds") range between $270,000 and $670,000 from
December, 1998 through December, 2009. Repayment of the Bonds is
secured by an irrevocable letter of credit issued by Regions Bank
in an amount up to $5,700,000 which in turn is secured by a
mortgage on the Montgomery and Troy, Alabama facilities and a
security interest in the equipment located at such facilities.
Letter of credit commitment fees paid during 1996 and 1997 were
$78,000 and $71,000, respectively. Property and equipment with a
carrying value of $8,052,000 and $7,888,000 at December 31, 1996
and 1997, respectively, are pledged as collateral. The agreement
with the Industrial Development Authority bears interest at a
variable market rate which ranged from 5.44% to 6.0% during 1997,
and was 6.0% at December 31, 1997.
The credit agreements referenced above include various provisions
requiring the maintenance of certain financial ratios and
limitations on (i) transactions with affiliates, (ii) other debt
and guarantees, (iii) investment in, and advances to, other
entities, and (iv) payment of dividends. On December 31, 1996 and
1997, there were no violations of credit agreement provisions. The
Company's bank loan agreement permits the Company to pay annual
dividends of up to 50% of the prior year's net income.
The aggregate maturities of current and long-term debt subsequent
to December 31, 1997, are as follows:
<TABLE>
Year Ending December 31,
<S> <C>
1998 $ 270,000
1999 1,340,000
2000 2,405,000
2001 2,440,000
2002 1,451,000
Thereafter 3,615,000
-----------
Total $11,521,000
</TABLE>
The fair value of long-term debt approximated the carrying value as
of December 31, 1996 and 1997, as all instruments are at variable
interest rates.
6. INCOME TAXES
------------
The provision (benefit) for income taxes consists of the following:
<TABLE>
1995 1996 1997
-------- -------- -----------
<S> <C> <C> <C>
Current:
Federal $ - $ 65,000 $ 9,000
State - - 51,000
Deferred - (465,000) $(2,120,000)
-------- --------- -----------
Total $ - $(400,000) $(2,060,000)
======== ========= ===========
</TABLE>
<F11>
<PAGE>
The significant components of the deferred income tax benefit are
as follows:
<TABLE>
1995 1996 1997
---------- ----------- ------------
<S> <C> <C> <C>
Deferred tax benefit
(exclusive of the effects
of other components
listed below) $ (341,000) $ (593,000) $ 30,000
Utilization of operating
loss carryforward - 1,185,000 374,000
Increase (decrease) in
valuation allowance 341,000 (1,057,000) (2,524,000)
---------- ----------- -----------
Total $ - $ (465,000) $(2,120,000)
========== =========== ===========
</TABLE>
The deferred tax assets and liabilities at December 31, 1996 and
1997 are comprised of the following:
<TABLE>
1996
------------------------------------
Deferred
Deferred Tax
Current: Tax Assets Liabilities Total
---------- ----------- ---------
<S> <C> <C> <C>
Inventories $ 106,000 $ - $ 106,000
Non-deductible accruals 168,000 168,000
---------- ----------- ---------
Total current 274,000 - 274,000
Valuation allowance (192,000) - (192,000)
---------- ----------- ---------
Net current 82,000 - 82,000
---------- ----------- ---------
Long-term:
Intangible assets 329,000 - 329,000
Net operating loss
carryforward 2,777,000 - 2,777,000
Alternative minimum tax
credit carryforward 228,000 - 228,000
Accelerated depreciation - (619,000) (619,000)
---------- ----------- ---------
Total long-term 3,334,000 (619,000) 2,715,000
Valuation allowance (2,332,000) - (2,332,000)
---------- ---------- ----------
Net long-term 1,002,000 (619,000) 383,000
---------- ---------- ----------
Net $1,084,000 $(619,000) $ 465,000
========== ========== ==========
</TABLE>
<F12>
<PAGE>
<TABLE>
1997
------------------------------------
Deferred
Deferred Tax
Current: Tax Assets Liabilities Total
---------- ----------- ---------
<S> <C> <C> <C>
Inventories $ 243,000 $ - $ 243,000
Non-deductible accruals 102,000 102,000
---------- ----------- ----------
Total current 345,000 - 345,000
Valuation allowance - - -
---------- ----------- ----------
Net current 345,000 - 345,000
---------- ----------- ----------
Long-term:
Intangible assets 3,000 - 3,000
Net operating loss
carryforward 2,415,000 - 2,415,000
Alternative minimum tax
credit carryforward 235,000 - 235,000
Accelerated depreciation - (413,000) (413,000)
---------- ---------- ----------
Total long-term 2,653,000 (413,000) 2,240,000
Valuation allowance - - -
---------- ---------- ----------
Net long-term 2,653,000 (413,000) 2,240,000
---------- ---------- ----------
Net $2,998,000 $ (413,000) $2,585,000
========== ========== ==========
</TABLE>
At December 31, 1996 and 1997, a valuation allowance of $2,524,000
and $0, respectively, has been established against the net deferred
income tax assets. During 1996 and 1997, the Company reduced the
valuation allowance by $1,057,000 and $2,524,000, respectively. The
reductions in the valuation allowance were attributable to the
award of significant multi-year government and commercial contracts
during 1996 and 1997 and the result of improved cost controls. Due
to these events, realization of all deferred assets became, in the
opinion of management, more likely than not.
During 1996 and 1997, the Company utilized approximately $3,300,000
and $1,127,000, respectively, of net operating loss carryforwards
to offset income tax expense. The Company has net operating loss
carryforwards for federal income tax purposes at December 31, 1997
of approximately $5,900,000 and $1,200,000, which will expire in
2009 and 2010, respectively, if not utilized. The Company also has
approximately $235,000 of alternative minimum tax credit
carryforwards available to offset future federal income taxes.
<F13>
<PAGE>
The Company's benefit for income taxes differs from the amount
computed using the Federal statutory tax rate as a result of the
following items:
<TABLE>
1995 1996 1997
---------- ----------- -----------
<S> <C> <C> <C>
Amount at Federal statutory rate $ (335,000) $ 602,000 $ 412,000
Increases (reductions) due to:
State taxes - net of Federal
income tax benefit (34,000) 47,000 38,000
Change in valuation allowance 341,000 (1,057,000) (2,524,000)
Other 28,000 8,000 14,000
---------- ----------- -----------
Total $ - $ (400,000) $(2,060,000)
========== =========== ===========
</TABLE>
7. EMPLOYEE BENEFIT PLANS
----------------------
Savings Plan - The Company has a profit-sharing/401(k) retirement
plan (the "Plan") which covers substantially all employees.
Company contributions are discretionary and are determined annually
based on profits. The Plan allows for an employee pay conversion
feature whereby each eligible employee may contribute up to 15% of
their total pay. The Company's provision pursuant to the Plan
amounted to $35,000 and $91,000 in 1996 and 1997, respectively. The
Company made no contributions for 1995.
Performance Based Bonus Plan - The Company has a bonus plan that
provides for additional compensation to certain executive officers.
The bonus is payable upon the attainment of certain financial
targets that are approved by the Board of Directors, and is
calculated as a specified percentage of the officer's current base
salary. No bonus provision was made for 1995. The Company's bonus
provision for 1996 and 1997 was $261,000 and $132,000,
respectively.
8. STOCK OPTIONS
-------------
The Company has an Incentive Stock Option Plan ("ISO"), a
Management Stock Option Plan ("MSO") and a Key Employee Stock
Option Plan ("KSO"). The ISO, MSO and KSO Plans expired in 1994
and 1995. In addition, on April 11, 1995, the Company adopted the
1995 Stock Option and Performance Award Plan ("SOPA") which was
approved by the Company's stockholders on June 5, 1995. Under the
ISO, MSO, KSO and SOPA plans, 376,780, 187,700, 150,000 and 500,000
shares of common stock, respectively, were reserved for issuance
under options to be granted for periods not to exceed ten years at
an exercise price not less than the fair market value of the shares
at the date of grant, then are exercisable at a cumulative rate of
25% in each of the first four years subsequent to the applicable
grant.
Under a separate plan, certain of the Company's outside directors
have been granted options to purchase shares of common stock at
exercise prices of 85% of the fair market value of such shares at
date of grant. Such options are exercisable at any time during the
term of ten years as long as the recipient is a director or within
one year after termination of service.
<F14>
<PAGE>
A summary of the Company's stock options as of December 31, 1995,
1996 and 1997 and changes during the year ended on those dates is
presented below:
<TABLE>
1995 1996 1997
-------------------------------- ------------------------------ -----------------------------
Weighted Weighted Weighted
Weighted Average Weighted Average Weighted Average
Options Average Fair Value Options Average Fair Value Options Average Fair Value
for Exercised at Grant for Exercise at Grant for Exercise at Grant
Shares Price Date Shares Price Date Shares Price Date
-------- --------- ---------- ------- -------- ---------- ------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Outstanding at
beginning of year 298,304 $6.43 280,085 $3.87 283,479 $3.57
Granted
Price = fair value 139,000 $3.20 $2.06 42,500 $2.86 $1.99 18,600 $3.71 $2.60
Price < fair value 11,278 $2.66 $2.44 6,722 $4.46 $4.09 9,118 $3.29 $2.82
Exercised - - (4,375) $2.48
Canceled (168,497) $7.78 (45,828) $4.88 (21,105) $3.94
-------- ------- -------
Outstanding at end
of year 280,085 $3.87 283,479 $3.57 285,717 $3.56
======== ======= =======
Options exercisable
at December 31:
Director options 95,085 $3.61 65,979 $3.64 74,117 $3.44
Employee options 29,000 $6.95 62,250 $4.33 105,500 $3.93
-------- ------- -------
Total 124,085 $4.39 128,229 $3.97 179,617 $3.73
======== ======= =======
</TABLE>
The following table summarizes information about stock options
outstanding at December 31, 1997:
<TABLE>
Options Outstanding Options Exercisable
------------------------------------- -----------------------
Number Weighted Number
Outstanding Average Weighted Outstanding Weighted
at Remaining Average at Average
December Contractual Exercise December Exercise
31, 1997 Life Price 31, 1997 Price
------------------------------------- -----------------------
Range of Exercise Prices
<S> <C> <C> <C> <C> <C>
$2.39 - $4.46 247,317 7.44 $3.30 141,217 $3.21
$5.50 - $6.80 38,400 5.15 $5.68 38,400 $5.65
------- -------
285,717 7.13 $3.56 179,617 $3.73
======= =======
</TABLE>
In addition, options to purchase 33,000 shares were exercised during
1995 at an exercise price of $3.00 per share. These options were
originally granted independently of the aforementioned stock option
plans. There are no other options granted independently of the
aforementioned stock option plans.
<F15>
<PAGE>
The Company applied Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees, and related
interpretations in accounting for its employee and director plans.
Compensation expense related to these plans under this methodology
is insignificant. Had compensation cost been determined based on
the fair value at the grant date for awards under these plans
consistent with the methodology prescribed under Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation (SFAS 123), the Company's net income (loss) and basic
and diluted net income (loss) per share would approximate the pro
forma amounts below.
<TABLE>
1995 1996 1997
----------- ---------- -----------
<S> <C> <C> <C>
Net income (loss):
As reported $ (984,000) $2,170,000 $ 3,271,000
Pro forma $(1,034,000) $2,058,000 $ 3,173,000
Basic and diluted net
income (loss) per
share:
As reported $ (0.17) $ 0.37 $ 0.56
Pro forma $ (0.18) $ 0.35 $ 0.54
</TABLE>
Because the SFAS 123 method of accounting has not been applied to
options granted prior to January 1, 1995, the resulting pro forma
compensation cost may not be representative of that to be expected
in future years.
For purposes of SFAS 123, the weighted average fair value of the
options granted during 1995, 1996 and 1997 is estimated on the date
of grant using the Black-Scholes option-pricing model with the
following assumptions:
<TABLE>
1995 1996 1997
------ ------ ------
<S> <C> <C> <C>
Expected life (years) 10.0 10.0 10.0
Risk-free interest rate 6.31% 6.31% 5.74%
Dividend rate 0% 0% 0%
Expected volatility 60.00% 60.00% 52.30%
</TABLE>
<F16>
<PAGE>
9. COMMITMENTS AND CONTINGENCIES
-----------------------------
Leasing Arrangements - The Company is obligated under several
noncancelable operating leases covering land, office facilities and
equipment. The corporate headquarters resides upon land under a
lease which provides for minimum rentals through 2086. Minimum
rentals are subject to increases based on the annual consumer price
index. Future minimum lease payments under all operating leases
with an initial or remaining non cancelable lease term of more than
one year at December 31, 1997 are as follows:
<TABLE>
Year Ending December 31,
------------------------
<S> <C>
1998 $ 227,000
1999 188,000
2000 132,000
2001 49,000
2002 39,000
Thereafter 2,739,000
----------
Total $3,374,000
==========
</TABLE>
Aggregate rental expense under operating leases amounted to
$688,000, $376,000 and $237,000 in 1995, 1996 and 1997,
respectively.
The Company leases office space at its Hope Hull facility to
tenants on a year-to-year basis, as well as under a multi-year
lease with entities affiliated through certain common ownership,
where future minimum lease receipts at December 31, 1997 are as
follows:
<TABLE>
Year Ending December 31,
------------------------
<S> <C>
1998 $149,000
1999 149,000
2000 109,000
2001 32,000
--------
Total $439,000
========
</TABLE>
Aggregate rental income under operating leases amounted to $146,000
and $219,000 in 1996 and 1997, respectively.
Litigation - The Company, from time to time, is a party to pending or
threatened legal proceedings and arbitration in the ordinary course of
business. Based upon information currently available, and in light of
legal and other defenses available to the Company, management does not
consider liability from any threatened or pending litigation to be
material.
<F17>
<PAGE>
10. SEGMENT INFORMATION
-------------------
The Company operates in two industry segments. Information about the
Company's industry segments is as follows:
<TABLE>
1995 Military/Rugged Commercial Eliminations Consolidated
---- --------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Net sales $55,975,000 $ 9,733,000 $65,708,000
Intersegment sales 9,247,000 46,000 $(9,293,000) -
Net sales $65,222,000 $ 9,779,000 $(9,293,000) $65,708,000
Income (loss) from
operations $ 3,164,000 $(2,557,000) $ (230,000) $ 377,000
Interest expense - net 1,361,000
Loss before income
taxes $ (984,000)
Identifiable assets $35,710,000 $ 5,845,000 $ (115,000) $41,440,000
Capital expenditures $ 563,000 $ 153,000 $ 716,000
Depreciation and
amortization $ 1,024,000 $ 677,000 $ 1,701,000
1996 Military/Rugged Commercial Eliminations Consolidated
---- --------------- ----------- ------------ ------------
Net sales $30,618,000 $14,895,000 $ - $45,513,000
Income from
operations $ 1,088,000 $ 1,643,000 $ 115,000 $ 2,846,000
Interest expense - net 1,076,000
Income before income
taxes $ 1,770,000
Identifiable assets $26,518,000 $ 9,814,000 $ - $36,332,000
Capital expenditures $ 420,000 $ 205,000 $ 625,000
Depreciation and
amortization $ 1,086,000 $ 651,000 $ 1,737,000
1997 Military/Rugged Commercial Eliminations Consolidated
---- --------------- ----------- ------------ ------------
Net sales $20,853,000 $19,519,000 $ - $40,372,000
Income from
operations $ 412,000 $ 1,549,000 $ - $ 1,961,000
Interest expense - net 750,000
Income before income
taxes $ 1,211,000
Identifiable assets $23,541,000 $14,908,000 $ - $38,449,000
Capital expenditures $ 891,000 $ 834,000 $ 1,725,000
Depreciation and
amortization $ 1,052,000 $ 618,000 $ 1,670,000
</TABLE>
In 1995, 1996 and 1997, foreign sales accounted for 23%, 15% and
5%, respectively, of the military/rugged segment net sales and 3%,
9% and 60%, respectively, of the commercial segment net sales.
<F18>
<PAGE>
During 1995, 1996 and 1997, the United States Government accounted
for 63%, 54% and 39% of consolidated net sales of the Company,
respectively. During 1997, 3C Communications International, S.A.,
an entity affiliated through certain common ownership, accounted
for 26% of consolidated net sales of the Company. No other
customer accounted for more than 10% of consolidated net sales of
the Company for 1995, 1996 and 1997.
11. UNAUDITED QUARTERLY FINANCIAL DATA
----------------------------------
Summarized unaudited quarterly financial data for the years ended
December 31, 1996 and 1997 is as follows:
<TABLE>
Thirteen Weeks Ended
---------------------------------------------------
March 31, June 30, September 29, December 31,
1996 1996 1996 1996
---------- ----------- ------------- ------------
<S> <C> <C> <C> <C>
Net Sales $9,950,000 $11,137,000 $ 12,059,000 $12,367,000
Gross Profit $2,660,000 $ 2,445,000 $ 3,012,000 $ 2,960,000
Net Income $ 117,000 $ 526,000 $ 543,000 $ 984,000
Basic and diluted
net income per
share $.02 $.09 $.09 $.17
</TABLE>
<TABLE>
Thirteen Weeks Ended
----------------------------------------------------
March 30, June 29, September 28, December 31,
1997 1997 1997 1997
---------- ----------- ------------- ------------
<S> <C> <C> <C> <C>
Net Sales $9,042,000 $11,992,000 $ 8,326,000 $11,012,000
Gross Profit $2,182,000 $ 2,658,000 $ 2,165,000 $ 2,798,000
Net Income $ 174,000 $ 642,000 $ 705,000 $ 1,750,000
Basic and diluted
net income per
share $.03 $.11 $.12 $.30
</TABLE>
12. RELATED PARTY TRANSACTIONS
--------------------------
During 1996 and 1997, the Company recorded sales of $1,140,000 and
$10,640,000, respectively, to 3C Communications International S.A.,
an entity affiliated through certain common ownership. At December
31, 1996 and 1997, accounts receivable on such sales was $659,000
and $2,910,000, respectively.
<F19>
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statements
No. 2-97977, No. 33-8245, No. 33-78744 and No. 33-65233 of Miltope
Group Inc. on Forms S-8 and No. 33-33752 of Miltope Group Inc. on Form
S-3 of our report dated February 2, 1998 appearing in this Annual
Report on Form 10-K of Miltope Group Inc. for the year ended December
31, 1997.
Birmingham, Alabama
March 30, 1998
<F20>
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
Report to be signed on its behalf by the undersigned thereunto duly
authorized.
MILTOPE GROUP INC.
March 23, 1998 /s/ George K. Webster
-----------------------------
George K. Webster
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
March 23, 1998 /s/ George K. Webster
------------------------------
George K. Webster
President and Chief Executive
Officer (Principal Executive
Officer)
March 23, 1998 /s/ James E. Matthews
------------------------------
James E. Matthews
Vice President, Finance, Chief
Financial Officer and Secretary
(Principal Accounting Officer)
March 23, 1998 /s/ Teddy G. Allen
------------------------------
Teddy G. Allen
Chairman of the Board of Directors
March 23, 1998 /s/ Alvin E. Nashman
-------------------------------
Alvin E. Nashman
Director
March 23, 1998
--------------------------------
Jan H. Stenbeck
Director
March 23, 1998 /s/ William Mustard
--------------------------------
William Mustard
Director
March 23, 1998 /s/ Teri Spencer
--------------------------------
Teri Spencer
Director
March 23, 1998 /s/ Franklin Miller
--------------------------------
Franklin Miller
Director
March 23, 1998 /s/ William L. Dickinson
--------------------------------
William L. Dickinson
Director
March 23, 1998 /s/ Jerry O. Tuttle
--------------------------------
Jerry O. Tuttle
Director
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
AUDITED CONDENSED CONSOLIDATED BALANCE SHEETS, STATEMENTS OF OPERATIONS
AND STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 443,000
<SECURITIES> 0
<RECEIVABLES> 9,977,000
<ALLOWANCES> 0
<INVENTORY> 14,703,000
<CURRENT-ASSETS> 25,710,000
<PP&E> 16,759,000
<DEPRECIATION> 7,101,000
<TOTAL-ASSETS> 38,449,000
<CURRENT-LIABILITIES> 6,058,000
<BONDS> 0
0
0
<COMMON> 68,000
<OTHER-SE> 21,072,000
<TOTAL-LIABILITY-AND-EQUITY> 38,449,000
<SALES> 40,372,000
<TOTAL-REVENUES> 40,372,000
<CGS> 30,569,000
<TOTAL-COSTS> 38,411,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 750,000
<INCOME-PRETAX> 1,211,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,271,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,271,000
<EPS-PRIMARY> .56
<EPS-DILUTED> .56
</TABLE>
SUBSIDIARIES OF MILTOPE GROUP INC.
% Owned
Direct
or
Name State of Incorporation Indirect
- ---------------------------- ---------------------- --------
Miltope Corporation Alabama 100%
Miltope Business Products, Inc. New York 100%
STOCK OPTION AGREEMENT
AGREEMENT made as of this 11th day of September 1997
between MILTOPE GROUP INC., a Delaware corporation (the
"Company"), and WILLIAM L. DICKINSON residing at 3535 North
Glebe Road, Arlington, Virginia 22007 (the "Director").
WHEREAS, the Company desires, in connection with the
service of the Director on the Board of Directors of the Company,
to provide the Director with an opportunity to acquire Common
Stock, par value $.01 per share (the "Common Stock"), of the
Company on favorable terms;
NOW, THEREFORE, in consideration of the premises, the
mutual covenants herein set forth and other good and valuable
consideration, the Company and the Director hereby agree as
follows:
1. Confirmation of Grant of Option. Pursuant to a
determination by the Board of Directors of the Company made as of
September 11, 1997 (the "Date of Grant"), the Company hereby
confirms that the Director has been granted effective September
11, 1997 as a matter of separate inducement and agreement, and in
addition to and not in lieu of salary or other compensation for
services to be rendered by the Director, the right to purchase
(the "Option") 4,559 shares of Common Stock, $.01 par value, of
the Company (the "Shares"), subject to adjustment as provided in
Section 7 hereof.
2. Purchase Price. The purchase price per share of
the Shares will be $3.29 per share, subject to adjustment as
provided in Section 7 hereof.
3. Exercise of Option. The Option may be exercised
at any time during its term pursuant to the provisions of
Sections 9 and 14 hereof. Except as provided in Section 6
hereof, the Option can only be exercised while the Director is a
member of the Board of Directors of the Company or within one (1)
year after the termination of the Director's services as a
director of the Company.
4. Term of Option. The term of the Option shall be a
period of ten (10) years from the Date of Grant, subject to
earlier termination or cancellation as provided in this
Agreement. The Option may not be exercised after the expiration
of its term.
The holder of the option will not have any rights to
dividends or any other rights of a stockholder with respect to
any share subject to the Option until it has been issued to him
(as evidenced by the appropriate entry on the books of a duly
authorized transfer agent of the Company). The date of issuance
shall not be earlier than the Closing Date, as defined in Section
9 hereof.
5. Non-transferability of option. The Option is not
transferable otherwise than by will or by the laws of descent and
distribution, and the Option may be exercised during the lifetime
of the Director only by him. More particularly, but without
limiting the generality of the foregoing, the Option may not be
assigned, transferred or otherwise disposed of, or pledged or
hypothecated in any way (voluntarily or involuntarily), and is
not subject to execution, attachment or other process. Any
assignment, transfer, pledge, hypothecation or other disposition
of the Option attempted contrary to the provisions of this
Agreement, or any levy of execution, attachment or other process
attempted upon the Option, will be null and void and without
effect. Any attempt to make any such assignment, transfer,
pledge, hypothecation or other disposition of the Option or any
attempt to make any such levy of execution, attachment or other
process will cause the Option to terminate immediately upon the
happening of any such event if the Board of Directors of the
Company, at any time, should, in its sole discretion, so elect,
by written notice to the Director or to the person then entitled
to exercise the Option; provided, however, that any such
termination of the Option under the foregoing provisions of this
Section 5 will not prejudice any rights or remedies which the
Company or any subsidiary thereof may have under this Agreement
or otherwise.
6. Exercise Upon Death. If the Director dies while
still a member of the Board of Directors of the Company or within
one (1) year after the Director's service as a director of the
Company has terminated, the Option may be exercised to the extent
the Director would have been entitled under Section 3 hereof to
exercise the Option on the day next preceding the date of his
death, by the estate of the deceased Director, or by any person
who acquired the right to exercise the Option by bequest or
inheritance or by reason of the death of the Director, at any
time within six (6) months after his death, at the end of which
period the Option shall terminate. Such period shall in no event
extend the date of exercise of the Option beyond the term thereof
as provided in Section 4.
7. Adjustments. In the event of a stock dividend,
stock split, share combination, exchange of shares,
recapitalization, merger, consolidation, acquisition or
disposition of property or shares, reorganization, liquidation or
other similar changes or transactions of or by the Company, the
Board of Directors of the Company will make (or will undertake to
have the Board of Directors of any corporation which merges with,
or acquires the stock or assets of, the Company make) an
adjustment of the number or class of shares then covered by the
Option, or of the purchase price per share of the Shares, or
both, as it in its sole discretion deems appropriate to give
proper effect to the event.
8. Registration. The Company may register or qualify
the Shares for sale pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), at any time prior to or after the
exercise in whole or in part of the Option.
9. Method of Exercise of Option. The Option is
exercisable by notice and payment to the Company in accordance
with the procedure prescribed herein. Each such notice will:
(a) State the election to exercise the Option and
the number of shares in respect of which it is being exercised;
(b) Contain a representation and agreement as to
investment intent, if required by counsel to the Company with
respect to such Shares, in form satisfactory to counsel for the
Company; and
(c) Be signed by the person entitled to exercise
the Option and, if the Option is being exercised by any person
other than the Director, be accompanied by proof, satisfactory to
counsel for the Company, of the right of that person to exercise
the Option.
Upon receipt of such notice, the Company will specify,
by written notice to the person exercising the Option, a date and
time (the "Closing Date") and place for payment of the full
purchase price of such Shares. The Closing Date will be not more
than fifteen days from the date the notice of exercise is
received by the Company unless another date is agreed upon by the
Company and the person exercising the Option or is required upon
advice of counsel for the Company in order to meet the
requirements of Section 10 hereof.
Payment of the purchase price will be made at the place
specified by the Company on or before the Closing Date by
delivering to the Company a certified or bank cashier's check
payable to the order of the Company. The Option will be deemed
to have been exercised with respect to any particular shares of
Common Stock if, and only if, the preceding provisions of this
Section 9 and the provisions of Section 10 hereof shall have been
complied with, in which event the Option will be deemed to have
been exercised on the Closing Date. Anything in this Agreement
to the contrary notwithstanding, any notice of exercise given
pursuant to the provisions of this Section 9 will be void and of
no effect if all the preceding provisions of this Section 9 and
the provisions of Section 10 have not been complied with. The
certificate(s) for shares of Common Stock as to which the Option
shall be exercised will be registered in the name of the person
exercising the Option (or, if the Option is exercised by the
Director and if the Director so requests in the notice exercising
the Option, will be registered in the name of the Director and
another person jointly, with right of survivorship) and will be
delivered on the Closing Date to the person exercising the Option
at the place specified for the closing, but only upon compliance
with all of the provisions of this Agreement. If the Director
fails to accept delivery of and pay for all or any part of the
number of shares specified in the notice upon tender or delivery
thereof on the Closing Date, his right to exercise the Option
with respect to those undelivered shares may be terminated in the
sole discretion of the Board of Directors of the Company. The
Option may be exercised only with respect to full shares.
10. Approval of Counsel. The exercise of the Option
and the issuance and delivery of shares of Common Stock pursuant
thereto is subject to approval by the Company's counsel of all
legal matters in connection therewith, including compliance with
the requirements of the Securities Act and the Securities
Exchange Act of 1934, as amended, and the rules and regulations
thereunder, and the requirements of any stock exchange upon which
the Common Stock may then be listed.
11. Resale of Common Stock. Before any sale or
transfer of the Common Stock purchased upon exercise of the
Option, the Director will deliver to the Company an opinion of
counsel satisfactory to counsel for the Company to the effect
that either (i) the Common Stock to be sold or transferred has
been registered under the Securities Act and that there is in
effect a current prospectus meeting the requirements of
Subsection 10(a) of the Securities Act which is being or will be
delivered to the purchaser or transferee at or prior to the time
of delivery of the certificates evidencing the Common Stock to be
sold or transferred, or (ii) such Common Stock may then be sold
without violating Section 5 of the Securities Act.
The Common Stock issued upon exercise of the Option
shall bear the following legend if required by counsel for the
Company:
THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE
SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE
DISPOSED OF UNLESS THEY HAVE FIRST BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
UNLESS, IN THE OPINION OF COUNSEL FOR THE COMPANY, SUCH
REGISTRATION IS NOT REQUIRED.
12. Reservation of Shares. The Company shall at all
times during the term of the Option reserve and keep available a
number of shares of the class of stock then subject to the Option
sufficient to satisfy the requirements of this Agreement.
13. Limitation of Action. The Director and the
Company each acknowledges that every right of action accruing to
him or it, as the case may be, and arising out of or in
connection with this Agreement against the Company or a
subsidiary thereof, on the one hand, or against the Director, on
the other hand, will, irrespective of the place where an action
may be brought, cease and be barred by the expiration of three
years from the date of the act or omission in respect of which
such right of action arises.
14. Notices. Each notice relating to this Agreement
shall be in writing and delivered in person or by certified mail
to the proper address. All notices to the Company will be
addressed to it at 500 Richardson Road, Hope Hull, Alabama 36043.
All notices to the Director or other person then entitled to
exercise the Option will be addressed to the Director or other
person at the Director's address above specified. Anyone to whom
a notice may be given under this Agreement may designate a new
address by notice to that effect.
15. Benefits of Agreement. This Agreement will inure
to the benefit of and be binding upon each successor and assign
of the Company. All obligations imposed upon the Director and
all rights granted to the Company under this Agreement will be
binding upon the Director's heirs, legal representatives and
successors.
16. Severability. In the event that any provision of
this Agreement shall be deemed to be illegal or unenforceable,
that illegality or unenforceability will not affect the validity
and enforceability of the remaining legal and enforceable
provisions hereof, which shall be construed as if the illegal or
unenforceable provision had not been inserted.
17. Governing Law. This Agreement will be construed
and governed in accordance with the laws of the State of Alabama.
IN WITNESS WHEREOF, the Company has caused this
Agreement to be executed in its name by its President and its
corporate seal to be hereunto affixed and attested by its
Secretary and the Director has hereunto set his hand all as of
the day, month and year first above written.
ATTEST: MILTOPE GROUP INC.
/s/ James Matthews /s/ George K. Webster
- ------------------------- By:----------------------------
James Matthews, Secretary George K. Webster,
President and Chief Executive
Officer
/s/ William L. Dickinson
------------------------------
William L.Dickinson
STOCK OPTION AGREEMENT
AGREEMENT made as of this 11th day of September 1997
between MILTOPE GROUP INC., a Delaware corporation (the
"Company"), and ALVIN E. NASHMAN residing at 3609 Ridgeway
Terrace, Falls Church, Virginia 22044 (the "Director").
WHEREAS, the Company desires, in connection with the
service of the Director on the Board of Directors of the Company,
to provide the Director with an opportunity to acquire Common
Stock, par value $.01 per share (the "Common Stock"), of the
Company on favorable terms;
NOW, THEREFORE, in consideration of the premises, the
mutual covenants herein set forth and other good and valuable
consideration, the Company and the Director hereby agree as
follows:
1. Confirmation of Grant of Option. Pursuant to a
determination by the Board of Directors of the Company made as of
September 11, 1997 (the "Date of Grant"), the Company hereby
confirms that the Director has been granted effective September
11, 1997 as a matter of separate inducement and agreement, and in
addition to and not in lieu of salary or other compensation for
services to be rendered by the Director, the right to purchase
(the "Option") 4,559 shares of Common Stock, $.01 par value, of
the Company (the "Shares"), subject to adjustment as provided in
Section 7 hereof.
2. Purchase Price. The purchase price per share of
the Shares will be $3.29 per share, subject to adjustment as
provided in Section 7 hereof.
3. Exercise of Option. The Option may be exercised
at any time during its term pursuant to the provisions of
Sections 9 and 14 hereof. Except as provided in Section 6
hereof, the Option can only be exercised while the Director is a
member of the Board of Directors of the Company or within one (1)
year after the termination of the Director's services as a
director of the Company.
4. Term of Option. The term of the Option shall be a
period of ten (10) years from the Date of Grant, subject to
earlier termination or cancellation as provided in this
Agreement. The Option may not be exercised after the expiration
of its term.
The holder of the option will not have any rights to
dividends or any other rights of a stockholder with respect to
any share subject to the Option until it has been issued to him
(as evidenced by the appropriate entry on the books of a duly
authorized transfer agent of the Company). The date of issuance
shall not be earlier than the Closing Date, as defined in Section
9 hereof.
5. Non-transferability of option. The Option is not
transferable otherwise than by will or by the laws of descent and
distribution, and the Option may be exercised during the lifetime
of the Director only by him. More particularly, but without
limiting the generality of the foregoing, the Option may not be
assigned, transferred or otherwise disposed of, or pledged or
hypothecated in any way (voluntarily or involuntarily), and is
not subject to execution, attachment or other process. Any
assignment, transfer, pledge, hypothecation or other disposition
of the Option attempted contrary to the provisions of this
Agreement, or any levy of execution, attachment or other process
attempted upon the Option, will be null and void and without
effect. Any attempt to make any such assignment, transfer,
pledge, hypothecation or other disposition of the Option or any
attempt to make any such levy of execution, attachment or other
process will cause the Option to terminate immediately upon the
happening of any such event if the Board of Directors of the
Company, at any time, should, in its sole discretion, so elect,
by written notice to the Director or to the person then entitled
to exercise the Option; provided, however, that any such
termination of the Option under the foregoing provisions of this
Section 5 will not prejudice any rights or remedies which the
Company or any subsidiary thereof may have under this Agreement
or otherwise.
6. Exercise Upon Death. If the Director dies while
still a member of the Board of Directors of the Company or within
one (1) year after the Director's service as a director of the
Company has terminated, the Option may be exercised to the extent
the Director would have been entitled under Section 3 hereof to
exercise the Option on the day next preceding the date of his
death, by the estate of the deceased Director, or by any person
who acquired the right to exercise the Option by bequest or
inheritance or by reason of the death of the Director, at any
time within six (6) months after his death, at the end of which
period the Option shall terminate. Such period shall in no event
extend the date of exercise of the Option beyond the term thereof
as provided in Section 4.
7. Adjustments. In the event of a stock dividend,
stock split, share combination, exchange of shares,
recapitalization, merger, consolidation, acquisition or
disposition of property or shares, reorganization, liquidation or
other similar changes or transactions of or by the Company, the
Board of Directors of the Company will make (or will undertake to
have the Board of Directors of any corporation which merges with,
or acquires the stock or assets of, the Company make) an
adjustment of the number or class of shares then covered by the
Option, or of the purchase price per share of the Shares, or
both, as it in its sole discretion deems appropriate to give
proper effect to the event.
8. Registration. The Company may register or qualify
the Shares for sale pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), at any time prior to or after the
exercise in whole or in part of the Option.
9. Method of Exercise of Option. The Option is
exercisable by notice and payment to the Company in accordance
with the procedure prescribed herein. Each such notice will:
(a) State the election to exercise the Option and
the number of shares in respect of which it is being exercised;
(b) Contain a representation and agreement as to
investment intent, if required by counsel to the Company with
respect to such Shares, in form satisfactory to counsel for the
Company; and
(c) Be signed by the person entitled to exercise
the Option and, if the Option is being exercised by any person
other than the Director, be accompanied by proof, satisfactory to
counsel for the Company, of the right of that person to exercise
the Option.
Upon receipt of such notice, the Company will specify,
by written notice to the person exercising the Option, a date and
time (the "Closing Date") and place for payment of the full
purchase price of such Shares. The Closing Date will be not more
than fifteen days from the date the notice of exercise is
received by the Company unless another date is agreed upon by the
Company and the person exercising the Option or is required upon
advice of counsel for the Company in order to meet the
requirements of Section 10 hereof.
Payment of the purchase price will be made at the place
specified by the Company on or before the Closing Date by
delivering to the Company a certified or bank cashier's check
payable to the order of the Company. The Option will be deemed
to have been exercised with respect to any particular shares of
Common Stock if, and only if, the preceding provisions of this
Section 9 and the provisions of Section 10 hereof shall have been
complied with, in which event the Option will be deemed to have
been exercised on the Closing Date. Anything in this Agreement
to the contrary notwithstanding, any notice of exercise given
pursuant to the provisions of this Section 9 will be void and of
no effect if all the preceding provisions of this Section 9 and
the provisions of Section 10 have not been complied with. The
certificate(s) for shares of Common Stock as to which the Option
shall be exercised will be registered in the name of the person
exercising the Option (or, if the Option is exercised by the
Director and if the Director so requests in the notice exercising
the Option, will be registered in the name of the Director and
another person jointly, with right of survivorship) and will be
delivered on the Closing Date to the person exercising the Option
at the place specified for the closing, but only upon compliance
with all of the provisions of this Agreement. If the Director
fails to accept delivery of and pay for all or any part of the
number of shares specified in the notice upon tender or delivery
thereof on the Closing Date, his right to exercise the Option
with respect to those undelivered shares may be terminated in the
sole discretion of the Board of Directors of the Company. The
Option may be exercised only with respect to full shares.
10. Approval of Counsel. The exercise of the Option
and the issuance and delivery of shares of Common Stock pursuant
thereto is subject to approval by the Company's counsel of all
legal matters in connection therewith, including compliance with
the requirements of the Securities Act and the Securities
Exchange Act of 1934, as amended, and the rules and regulations
thereunder, and the requirements of any stock exchange upon which
the Common Stock may then be listed.
11. Resale of Common Stock. Before any sale or
transfer of the Common Stock purchased upon exercise of the
Option, the Director will deliver to the Company an opinion of
counsel satisfactory to counsel for the Company to the effect
that either (i) the Common Stock to be sold or transferred has
been registered under the Securities Act and that there is in
effect a current prospectus meeting the requirements of
Subsection 10(a) of the Securities Act which is being or will be
delivered to the purchaser or transferee at or prior to the time
of delivery of the certificates evidencing the Common Stock to be
sold or transferred, or (ii) such Common Stock may then be sold
without violating Section 5 of the Securities Act.
The Common Stock issued upon exercise of the Option
shall bear the following legend if required by counsel for the
Company:
THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE
SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE
DISPOSED OF UNLESS THEY HAVE FIRST BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
UNLESS, IN THE OPINION OF COUNSEL FOR THE COMPANY, SUCH
REGISTRATION IS NOT REQUIRED.
12. Reservation of Shares. The Company shall at all
times during the term of the Option reserve and keep available a
number of shares of the class of stock then subject to the Option
sufficient to satisfy the requirements of this Agreement.
13. Limitation of Action. The Director and the
Company each acknowledges that every right of action accruing to
him or it, as the case may be, and arising out of or in
connection with this Agreement against the Company or a
subsidiary thereof, on the one hand, or against the Director, on
the other hand, will, irrespective of the place where an action
may be brought, cease and be barred by the expiration of three
years from the date of the act or omission in respect of which
such right of action arises.
14. Notices. Each notice relating to this Agreement
shall be in writing and delivered in person or by certified mail
to the proper address. All notices to the Company will be
addressed to it at 500 Richardson Road, Hope Hull, Alabama 36043.
All notices to the Director or other person then entitled to
exercise the Option will be addressed to the Director or other
person at the Director's address above specified. Anyone to whom
a notice may be given under this Agreement may designate a new
address by notice to that effect.
15. Benefits of Agreement. This Agreement will inure
to the benefit of and be binding upon each successor and assign
of the Company. All obligations imposed upon the Director and
all rights granted to the Company under this Agreement will be
binding upon the Director's heirs, legal representatives and
successors.
16. Severability. In the event that any provision of
this Agreement shall be deemed to be illegal or unenforceable,
that illegality or unenforceability will not affect the validity
and enforceability of the remaining legal and enforceable
provisions hereof, which shall be construed as if the illegal or
unenforceable provision had not been inserted.
17. Governing Law. This Agreement will be construed
and governed in accordance with the laws of the State of Alabama.
IN WITNESS WHEREOF, the Company has caused this
Agreement to be executed in its name by its President and its
corporate seal to be hereunto affixed and attested by its
Secretary and the Director has hereunto set his hand all as of
the day, month and year first above written.
ATTEST: MILTOPE GROUP INC.
/s/ James Matthews /s/ George K. Webster
- ------------------------------ By: -----------------------------
James Matthews, Secretary George K. Webster,
President and Chief Executive
Officer
/s/ Alvin E. Nashman
-----------------------------
Alvin E. Nashman
EXTENSION AGREEMENT
This Extension Agreement (the "Extension Agreement") made as
of the 1st day of December, 1997 between Regions Bank
(formerly, First Alabama Bank), a state banking corporation with
a principal office located at Montgomery, Alabama (the "Lender")
and Miltope Corporation, an Alabama corporation with its
principal offices located at Montgomery, Alabama, and Miltope
Business Products, Inc., a New York corporation, with its
principal offices located at_Montgomery, Alabama (herein jointly
and severally called the "Borrowers").
RECITALS:
1 On July 27, 1997, that certain Loan Agreement (as
heretofore and hereafter amended, (the "Loan Agreement') was
executed between the Lender and the Borrowers providing for a
Revolving Credit Loan (as defined in the Loan Agreement) in the
amount of up to $15,000,000.
2. The Loan Agreement provides for extensions of the
Revolving Credit Loan term for successive periods of up to one
year each in such amounts as the Lender may approve, to be
effected by execution by the Borrowers and the Lender of an
Extension Agreement in the form hereof.
3. The Loan Agreement has heretofore been extended through
May 31,
1998.
4. The Lender and the Borrowers, by execution of this
Extension Agreement, seek to further extend the Revolving Credit
Loan for the period and in the amount hereinafter indicated.
AGREEMENTS:
1. Definitions. All capitalized terms used herein are as
defined in the Loan Agreement unless otherwise stated.
2. Extension of Term and Amount. The Revolving Credit Loan
is hereby extended as provided in Section 2.7 of the Loan
Agreement for a period of one year, subject to the terms and
conditions of the Loan Agreement. The maximum principal amount of
the Revolving Credit Loan outstanding at any time shall not
exceed $15,000,000. The Termination Date of the Revolving Credit
Loan pursuant to this Extension Agreement is May 31, 1999 subject
to prepayment and acceleration pursuant to the terms of the Loan
Agreement.
3. Ratification of Loan Agreement. The terms and
conditions of the Loan Agreement relating to the Revolving Credit
Loan, including the Revolving Credit Note Rate, prepayment
provisions, and method of making advances are expressly ratified
and affirmed hereby and shall apply with the same force and
effect to extensions of credit made during the initial term.
4. Security. It is expressly agreed, as provided in the
Loan Agreement, that any and all borrowing pursuant to this
Extension Agreement is secured according to the terms of such
Loan Agreement and all security documents executed in connection
therewith.
IN WITNESS WHEREOF, the undersigned have caused this
instrument to be executed by their duly authorized officers on
this the 1st day of December, 1997.
BORROWERS:
MILTOPE CORPORATION
(SEAL)
ATTEST: By: /s/ George K. Webster
/s/ Edward F. Crowell ---------------------------
- --------------------------
Its Secretary
MILTOPE BUSINESS PRODUCTS, INC.
(SEAL)
By: /s/ George K. Webster
--------------------------
ATTEST:
/s/ Edward F. Crowell
- -------------------------
Its Secretary
LENDER:
REGIONS BANK
(SEAL) By: /s/ L.O. Farris Jr.
--------------------------
ATTEST: Executive Vice President
/s/ Lee Clapp
- --------------------------
Its Senior Vice President
<PAGE>
CONSENT OF GUARANTOR
The undersigned Miltope Group, Inc., a Delaware corporation
and a guarantor of the above-referenced Loan Agreement hereby
consents to the above Extension Agreement and acknowledges that
its guaranty of the obligations of the Borrowers under the Loan
Agreement remain in full force and effect.
IN WITNESS WHEREOF, the undersigned has caused this
instrument to be executed by its duly authorized officers this
1st day of December, 1997.
MILTOPE GROUP, INC.
(SEAL)
By: /s/ George K. Webster
ATTEST: ---------------------------
/s/ James Matthews
- -------------------------
Its CFO
