UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-K/A
Amendment No. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (No Fee Required)
For the Fiscal Year Ended December 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from to
Commission File Number 0-27460
PERFORMANCE TECHNOLOGIES, INCORPORATED
(Exact name of registrant as specified in its charter)
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Delaware 16-1158413
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
205 Indigo Creek Drive, Rochester, New York 14626
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (585) 256-0200
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Securities registered pursuant to section 12(b) of the Act:
NONE
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Securities registered pursuant to section 12(g) of the Act:
COMMON STOCK, par value $.01 per share
(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 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. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of the close of business on June 30, 2004 was approximately
$106,889,000.
The number of shares outstanding of the registrant's Common Stock, $.01 par
value, was approximately 12,851,777 as of March 2, 2005.
Documents Incorporated by Reference
The information called for by Items 10-14 of Part III is incorporated by
reference to the definitive Proxy Statement for the Annual Meeting of
Stockholders of the Company to be held June 2, 2005, which will be filed with
the Securities and Exchange Commission not later than 120 days after December
31, 2004.
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Explanatory Note
The registrant is filing this Amendment No.1 on Form 10-K/A to its Annual Report
on Form 10-K for the fiscal year ended December 31, 2004, which was originally
filed on March 16, 2005, to re-file the Financial Statement Schedule required
under Part IV, Item 15, as the original filing inadvertently presented the 2004
activity of the valuation allowance for note receivable incorrectly. Part IV,
Item 15, is amended as follows:
PART IV
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ITEM 15 - Exhibits and Financial Statement Schedule
(2) Financial Statement Schedule
Schedule II - Valuation and Qualifying Accounts
Allowance for Doubtful Accounts
Additions Deductions
Balance at ------------ ------------- Balance at
beginning charged to amounts end of
of period earnings written off period
------------ ------------ ------------- -----------
Year Ended December 31, 2004
Deducted in the Consolidated
Balance Sheet from Accounts
Receivable
Allowance for doubtful
accounts $379,000 $ 52,000 $ 5,000 $426,000
============ ============ ============= ===========
Year Ended December 31, 2003
Deducted in the Consolidated
Balance Sheet from Accounts
Receivable
Allowance for doubtful
accounts $301,000 $ 87,000 $ 9,000 $379,000
============ ============ ============= ===========
Year Ended December 31, 2002
Deducted in the Consolidated
Balance Sheet from Accounts
Receivable
Allowance for doubtful
accounts $284,000 $200,000 $183,000 $301,000
============ ============ ============= ===========
Valuation Allowance for Note Receivable
Additions Deductions
Balance at ------------ ------------- Balance at
beginning charged to amounts end of
of period earnings written off period
------------ ------------ ------------- -----------
Year Ended December 31, 2004
Deducted in the Consolidated
Balance Sheet from Note
Receivable
Valuation Allowance for
Note Receivable $3,000,000 $3,000,000
============ ============ ============= ===========
Reserve for Inventory Obsolescence
Additions Deductions
Balance at --------------------- ------------ Balance at
Beginning charged to amounts end of
of period earnings other (1) written off period
---------- ---------- ---------- ------------ ----------
Year ended
December 31, 2004
Deducted in the
Consolidated Balance
Sheet from Inventories
Reserve for inventory
obsolescence $3,796,000 $ 921,000 $ $1,218,000 $3,499,000
========== ========== ========== ============ ==========
Year ended
December 31, 2003
Deducted in the
Consolidated Balance
Sheet from Inventories
Reserve for inventory
obsolescence $3,551,000 $1,275,000 $ $1,030,000 $3,796,000
========== ========== ========== ============ ==========
Year ended
December 31, 2002
Deducted in the
Consolidated Balance
Sheet from Inventories
Reserve for inventory
obsolescence $ 819,000 $ 980,000 $2,916,000 $1,164,000 $3,551,000
========== ========== ========== ============ ==========
(1) The value assigned to the reserve for inventory obsolescence at October 2,
2002 for the inventory associated with the Ziatech acquisition.
There were no other financial statement schedules required to be filed.
(3) Exhibits
Exhibit Ref.
Number Number Description
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2.1 (8) Stock Purchase Agreement between Intel Corporation and the
Registrant, dated as of September 12, 2002.
2.2 (10) Asset Purchase Agreement by and among Mapletree Networks, Inc.,
Performance Technologies, Incorporated and PTI Massachusetts
Corporation, dated as of January 12, 2004
3.1 (1) Restated Certificate of Incorporation
3.2 (3) Certificate of Amendment
3.3 (1) Amended By-laws
4.1 (1) Form of Common Stock Certificate
4.2 (1) Amended and Restated 1986 Incentive Stock Option Plan
4.4 (4) February 2000 Amendment to Amended and Restated 1986 Incentive
Stock Option Plan
4.5 (5) Rights Agreement
4.6 (6) 2001 Incentive Stock Option Plan
4.7 (9) 2003 Omnibus Incentive Plan
10 (1) Material Contracts
10.16 (1) License Agreement between the Registrant and Spider Systems
Limited dated March 18, 1992
10.28 (1) Adoption Agreement between the Registrant and Principal Mutual
Life Insurance Company dated September 20, 1993
10.29 (1) The Principal Financial Group Prototype Basic Savings Plan
dated May 7, 1990
10.30 (1) Form of Stock Option Agreement
10.32 (2) Share Acquisition Agreement between Registrant and MicroLegend
Telecom Systems, Inc.as of December 2, 1999
10.33 (2) Amendment to Share Acquisition Agreement between Registrant and
MicroLegend Telecom Systems, Inc. as of December 10, 1999
10.33a (7) Lease Agreement dated as of May 19, 2001 between the Registrant
and Christa PT, LLC
10.33b (7) First Amendment to Lease dated as of July 19, 2001 between the
Registrant and Christa PT, LLC
10.33c (7) Second Amendment to Lease dated as of July 31, 2001 between the
Registrant and Christa PT, LLC
21 (11) Subsidiaries
23.1 (11) Consent of PricewaterhouseCoopers LLP
31.1 (*) Certification of Chief Executive Officer
31.2 (*) Certification of Chief Financial Officer
32.1 (*) Section 1350 Certification
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(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-1 filed November 22, 1995 (Registration No. 33-99684).
(2) Incorporated by reference to the Registrant's Registration Statement on
Form S-3 filed January 28, 2000 (Registration No. 333-94371).
(3) Incorporated by reference to the Annual Report on Form 10-K filed on
March 30, 2000.
(4) Incorporated by reference to the Registrant's Registration Statement on
Form S-8 filed June 21, 2000 (Registration No. 333-39834).
(5) Incorporated by reference to the Registrant's Registration Statement on
Form 8-A filed November 8, 2000 (Registration No. 000-27460).
(6) Incorporated by reference to the Registrant's Registration Statement on
Form S-8 filed June 3, 2002 (Registration No. 333-89636).
(7) Incorporated by reference to the Quarterly Report on Form 10-Q filed on
August 14, 2001.
(8) Incorporated by reference to the Current Report on Form 8-K filed
October 17, 2002.
(9) Incorporated by reference to the Registrant's Registration Statement on
Form S-8 filed March 5, 2004 (Registration No. 333-113330).
(10) Incorporated by reference to the Current Report on Form 8-K/A filed
February 3, 2004.
(11) Filed with Form 10-K on March 16, 2005.
(*) Filed with this Form 10-K/A.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
PERFORMANCE TECHNOLOGIES, INCORPORATED
Date: March 17, 2005 By:/s/ DONALD L. TURRELL
------------------------
Donald L. Turrell
President and
Chief Executive Officer
By:/s/ DORRANCE W. LAMB
------------------------
Dorrance W. Lamb
Chief Financial Officer and
Vice President of Finance
Exhibit 31.1
Certification of Chief Executive Officer
I, Donald L. Turrell certify that:
1. I have reviewed this report on Form 10-K/A of Performance Technologies,
Incorporated;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):
a. All significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report
financial information; and
b. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: March 17, 2005 By:/s/ Donald L. Turrell
--------------------------
Donald L. Turrell
Chief Executive Officer
Exhibit 31.2
Certification of Chief Financial Officer
I, Dorrance W. Lamb, certify that:
1. I have reviewed this report on Form 10-K/A of Performance Technologies,
Incorporated;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):
a. All significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report
financial information; and
b. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: March 17, 2005 By:/s/ Dorrance W. Lamb
-------------------------
Dorrance W. Lamb
Chief Financial Officer
Exhibit 32.1
Section 1350 Certification
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 ("Section 906"), Donald L. Turrell and Dorrance W.
Lamb, the Chief Executive Officer and Chief Financial Officer, respectively, of
Performance Technologies, Incorporated, certify that (i) this Form 10-K/A, fully
complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and (ii) the information contained in such report fairly
presents, in all material respects, the financial condition and results of
operations of Performance Technologies, Incorporated.
A signed original of this written statement required by Section 906 has been
provided to Performance Technologies, Incorporated and will be retained by
Performance Technologies, Incorporated and furnished to the Securities and
Exchange Commission or its staff upon request.
Date: March 17, 2005 By:/s/ Donald L. Turrell
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Donald L. Turrell
President and Chief
Executive Officer
Date: March 17, 2005 By:/s/ Dorrance W. Lamb
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Dorrance W. Lamb
Chief Financial Officer and
Vice President of Finance