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Related Party Transactions
9 Months Ended
Sep. 30, 2011
Related Party Transactions

14. Related Party Transactions

K. Peter Heiland, a member of the Company’s Board of Directors since July 23, 2010, is the owner and manager of JEC II Associates, LLC, a privately held investment company and a significant shareholder of the Company, and was 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. During the three and nine months ended September 30, 2011, the Company’s Semiconductor Systems segment purchased subassemblies from IDE on terms no more favorable than similar transactions with other 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 has a separate ongoing arrangement with another segment of FTI, which commenced in November 2009, to provide certain accounting and financial reporting services. This segment of FTI reports directly to the Board of Directors. As a result of these arrangements, the Company incurred fees owed to FTI for services rendered during the nine months ended September 30, 2011.

 

Byron O. Pond, a member of the Company’s Board of Directors, is also on the Board of Directors and is a shareholder of ECRM, Inc. ECRM, Inc. is a manufacturer of laser-based systems used by the printing and publishing industry and a customer of the Company. All sales to ECRM, Inc. were made pursuant to the Company’s standard contract terms and conditions. The transactions with ECRM, Inc. during the three and nine months ended September 30, 2011 were on terms and conditions that were consistent with similar transactions consummated in previous periods.

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

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

 

     Three Months Ended      Nine Months Ended  
     September 30,
2011
     October 1,
2010
     September 30,
2011
     October 1,
2010
 

Sales to ECRM, Inc.

   $ 120       $ 113       $ 197       $ 136   

Sales to Sumitomo Heavy Industries Ltd.

     *         266         *         1,201   

Purchases from Sumitomo Heavy Industries Ltd.

     *         —           *         18   

Purchases from Integrated Dynamics Engineering Gmbh

     22         122         177         261   

Services from FTI Consulting, Inc.**

     *         3,327         2,271         5,477   

 

* Not a related party during this period.
** During the three months ended October 1, 2010, $1.5 million relates to the accounting and financial reporting services and $1.8 million relates to the chief restructuring officer and related services. FTI was not considered a related party during the three months ended September 30, 2011. During the nine months ended September 30, 2011 and October 1, 2010, $1.3 million and $2.6 million, respectively, relates to the accounting and financial reporting services and $1.0 million and $2.9 million, respectively, relates to the chief restructuring officer and related services.

The following table summarizes the related party transactions on the consolidated balance sheets (in thousands):

 

     September 30,
2011
     December 31,
2010
 

Accounts receivable from ECRM, Inc.

   $ 124       $ 45   

Accounts receivable from Sumitomo Heavy Industries Ltd.

     *         182   

Accounts payable to Sumitomo Heavy Industries Ltd.

     *         —     

Accounts payable to Integrated Dynamics Engineering Gmbh

     14         88   

Accounts payable to FTI Consulting, Inc.**

     *         1,000   

 

* Not a related party during this period.
** As of December 31, 2010, approximately $0.9 million relates to the accounting and financial reporting services and approximately $0.1 relates to the chief restructuring officer and related services.