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Related Parties
12 Months Ended
Dec. 31, 2012
Related Parties

16. Related Parties

Byron O. Pond, a member of the Company’s Board of Directors until June 2012, is on the Board of Directors of ECRM, Inc. and is a shareholder in ECRM, Inc., a manufacturer of laser-based systems used by the printing and publishing industry and a customer of the Company. Richard B. Black, the Chairman of the Company prior to the Company’s emergence from Chapter 11 bankruptcy protection, is the President and Chief Executive Officer of ECRM, Inc. All sales to ECRM, Inc. were made pursuant to the Company’s standard contract terms and conditions.

K. Peter Heiland, a member of the Company’s Board of Directors from July 23, 2010 until February 27, 2012, is the owner and managing partner of JEC Capital Partners, LLC, a privately held investment company, which was formerly a significant shareholder of the Company. Mr. Heiland was also the founder and served as President of Integrated Dynamics Engineering Gmbh (“IDE”) through August 31, 2011. IDE is a developer and manufacturer of vibration control products, magnetic field compensation systems, acoustic enclosures and robotics. The Company’s purchases from IDE were on terms no more favorable than similar transactions with other of the Company’s suppliers.

 

Michael Katzenstein was an officer of the Company from May 6, 2010 through May 31, 2011. During this time, he served as Chief Restructuring Officer from December 14, 2010 through May 31, 2011 and from May 6, 2010 through July 23, 2010, and as principal executive officer and member of the Company’s Board of Directors from July 23, 2010 through December 14, 2010. Mr. Katzenstein is employed by FTI Consulting, Inc. (“FTI”). The Company engaged FTI in May 2010 to provide for the services of Mr. Katzenstein and certain other temporary employees and management services to support Mr. Katzenstein in his role. From May 2010 to February 2011, Mr. Katzenstein reported directly to the Board of Directors, and beginning in February 2011, Mr. Katzenstein reported to the Company’s Chief Executive Officer. On July 28, 2011, the Company and FTI agreed to terminate this engagement with FTI as of August 5, 2011. As part of that agreement on July 28, 2011, the Company and FTI agreed that Mr. Katzenstein’s services as the Company’s Chief Restructuring Officer were terminated as of May 31, 2011. The Company had a separate arrangement with another segment of FTI, which commenced in November 2009, to provide certain accounting and financial reporting services. This segment of FTI reported directly to the Board of Directors between November 2009 and May 2011. As a result of these arrangements, the Company incurred fees owed to FTI for services rendered during the years ended December 31, 2011 and 2010.

Prior to the Company’s emergence from bankruptcy on July 23, 2010, Sumitomo Heavy Industries Ltd. (“Sumitomo”) was a significant shareholder of the Company. During the year ended December 31, 2010, the Company made sales to and raw material purchases from Sumitomo on terms believed to be no more or less favorable than similar transactions with other customers and suppliers.

Harry Bosco, a member of the Company’s Board of Directors since June 2012, is on the Board of Directors of Oclaro, Inc. (“Oclaro”), a supplier of optical components, modules and subsystems for the optical communications market and industrial and consumer laser applications. The Company purchases optical components from Oclaro as part of our manufacturing of JK Lasers products. All purchases during the year ended December 31, 2012 were on terms believed to be no more or less favorable than similar transactions with other suppliers.

The following table summarizes related party transactions in the consolidated statements of operations (in thousands):

 

     Year Ended December 31,  
     2012      2011      2010  

Sales to ECRM, Inc

   $  —         $ 269       $ 216   

Purchases from Oclaro, Inc

   $ 245         *         *   

Sales to Sumitomo Heavy Industries Ltd

     *         *       $ 1,431   

Purchases from Sumitomo Heavy Industries Ltd

     *         *       $ 18   

Purchases from Integrated Dynamics Engineering Gmbh

   $ —         $ 177       $ 439   

Services from FTI Consulting, Inc.**

     *       $ 2,271       $ 7,255   

 

* Not a related party during this period.
** For the year ended December 31, 2011, approximately $1.3 million relates to the accounting and financial reporting services and approximately $1.0 million relates to the chief restructuring officer and related services. For the year ended December 31, 2010, approximately $3.3 million relates to the accounting and financial reporting services and approximately $3.9 million relates to the chief restructuring officer and related services.

 

The following table summarizes related party transactions included in the consolidated balance sheets as of December 31, 2012 and 2011 (in thousands):

 

     2012      2011  

Accounts receivable from ECRM, Inc

   $ *       $ 72   

Accounts payable due to Oclaro, Inc

   $ 150       $ *