-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JkUEmOFG4NQNuq8NHPm5X14pXLytgxvljkxkOXx5uFOJpDSjyI1GSxfnoJ3ajOAZ IT6vs7sDVrgh6gJeyP1I7g== 0000718487-99-000016.txt : 19991202 0000718487-99-000016.hdr.sgml : 19991202 ACCESSION NUMBER: 0000718487-99-000016 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19991201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPECTRAN CORP CENTRAL INDEX KEY: 0000718487 STANDARD INDUSTRIAL CLASSIFICATION: GLASS, GLASSWARE, PRESSED OR BLOWN [3220] IRS NUMBER: 042729372 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-12489 FILM NUMBER: 99767121 BUSINESS ADDRESS: STREET 1: 50 HALL ROAD CITY: STURBRIDGE STATE: MA ZIP: 01566 BUSINESS PHONE: 5083472261 MAIL ADDRESS: STREET 1: 50 HALL ROAD CITY: STURBRIDGE STATE: MA ZIP: 01566 10-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM 10-K ON FORM 10-K/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the fiscal year ended December 31, 1998 [ X ] OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OR THE SECURITIES ACT OF 1934 For the transition period from .................... to ..................... Commission file number 0-12489 SPECTRAN CORPORATION ........................................................................... (Exact name of the registrant as specified in its charter) Delaware 04-2729372 ..................................... ................. State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) 50 Hall Road, Sturbridge, Massachusetts 01566 ......................................... ................. (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (508) 347-2261 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered None Not Applicable ................... ......................... Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.10 par value ................................................................................ (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: __ 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. [ X ] 15 - Acquisitions/Joint Venture a) Applied Photonic Devices, Inc. On May 23, 1995 the Company purchased all the outstanding capital stock of Applied Photonic Devices, Inc. ("APD") for cash and common stock worth approximately $3.9 million. The Company also retired approximately $600,000 of APD bank debt. The purchase method of accounting was used and the results of operations of APD are included in the consolidated financial statements from May 23, 1995. Goodwill of $3.3 million resulted from the purchase and was being amortized over 15 years. Amortization expense amounted to $217,000 in 1996. In December 1996, the Company announced the formation of General Photonics, a 50-50 joint venture between the Company and General Cable. General Cable purchased certain assets of the Company's optical fiber cable subsidiary, APD, for approximately $5.8 million and then contributed them to General Photonics for a 50% equity interest. APD contributed its remaining assets to General Photonics in exchange for its 50% equity interest. The net assets, including goodwill, of General Photonics totaled $10.2 million at December 31, 1996. The Company accounts for its interest in the joint venture under the equity method and no gain or loss was recognized as a result of this transaction. b) General Photonics, LLC. The following is summarized financial information for the Company's joint venture. 1998 1997 ---- ---- Currents Assets $ 4,600 $ 7,006 Other Assets 4,480 3,908 Current Liabilities 1,853 1,640 Total Revenues $ 9,507 $ 12,583 Net Income $(2,047) $ (708) The following pro forma statement of operations for the year ended December 31, 1996 presents the results of operations as if the Company had entered into the joint venture as of January 1, 1996 (in thousands): Statement of Operations (unaudited) 1996 ------ Sales $51,413 Net Income $3,716 ------ Net income per Share of Common Stock $ .63 ===== 17 - Quarterly Financial Information (unaudited) In thousands of dollars except per share data Quarters First Second Third Fourth - --------------------------------------------- ----------- ----------- ------------ ------------- 1998 Net Sales (See A) $15,112 $16,358 $19,288 $20,098 Gross Profit 5,111 2,553 5,414 5,801 Net Income 864 (1,393) 504 536 Earnings per Common Share-Basic (.20) .07 .08 .12 Earnings per Common Share-Diluted (.20) .07 .08 .12 1997 Net Sales $16,228 $15,881 $15,638 $14,310 Gross Profit 6,542 5,777 4,795 6,162 Net Income 1,122 1,151 1,239 1,330 Earnings per Common Share-Basic .18 .19 .17 .18 Earnings per Common Share-Diluted .17 .18 .16 .17
A) Due to a change in accounting treatment of certain fiber sales, sales and cost of sales for the first three quarters of 1998 were reduced by $115,000, $674,000 and $775,000, respectively. This change had no effect on previously reported net income or earnings per share. SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SPECTRAN CORPORATION (Registrant) Dated: November 30, 1999 /s/Charles B. Harrison --------------------------- Charles B. Harrison President, Chief Executive Officer and Chairman of the Board of Directors [Deloitte & Touche Letterhead] _______________________________________________ Deloitte & Touche LLP Telephone: (617) 437-2000 200 Berkeley Street Facsimile: (617) 437-2111 Boston, Massachusetts 02116-5022 INDEPENDENT AUDITORS' REPORT To the Board of Directors General Photonics, LLC: We have audited the accompanying balance sheets of General Photonics, LLC (a joint venture) as of December 31, 1998 and 1997, and the related statements of operations, partners' equity, and cash flows for the year ended December 31, 1998 and for the period from December 23, 1996 (date of incorporation) to December 31, 1997. These financial statements are the responsibility of General Photonics, LLC'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 financial statements present fairly, in all material respects, the financial position of General Photonics, LLC at December 31, 1998 and 1997, and the results of its operations, its partners' equity and its cash flows for the year ended December 31, 1998 and for the period from December 23, 1996 (date of incorporation) to December 31, 1997 in conformity with generally accepted accounting principles. The accompanying financial statements for the year ended December 31, 1998 have been prepared assuming that the Joint Venture will continue as a going concern. As discussed in Note 3 to the financial statements, the Joint Venture's recurring losses, the demand notes due the Joint Venture partners and its dependence on its Joint Venture partners as both sources of funding and as key suppliers/customers, raise substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As described in Note 3, the Joint Venture is dependent on its partners for a majority of its sales, its inventory purchases, its support activities and its short-term cash flow needs. The accompanying financial statements may not necessarily be indicative of the conditions that would have existed or the results of operations had the Joint Venture been operated as an unaffiliated entity. /s/ Deloitte & Touche LLP February 16, 1999 -----END PRIVACY-ENHANCED MESSAGE-----