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Article by DailyStocks_admin    (06-02-08 09:55 AM)

Filed with the SEC from May 15 to May 21:

Concord Camera (LENS)
Shareholder Daniel Zeff called for LENS to begin an "immediate liquidation" or sale, and to distribute all remaining assets to shareholders. He noted the board's failure to execute a strategic plan, and that "delays in the strategic-review process are damaging shareholder value as the company continues to lose cash from operations." Zeff, who said he may seek board and management changes, holds 496,494 shares (8.4%)

BUSINESS OVERVIEW

We incorporated in New Jersey in 1982. We design, develop, manufacture, outsource and sell worldwide easy-to-use single-use and 35mm traditional film cameras. We manufacture and assemble most of our single-use cameras and certain of our 35mm traditional film cameras at our manufacturing facilities in the Peoples Republic of China ("PRC") and outsource the manufacture of certain of our single-use and 35mm traditional film cameras for sale to retail sales and distribution ("RSD") customers. We sell our private label and brand-name products to our RSD customers worldwide either directly or through third-party distributors.

During fiscal 2005, we experienced a substantial reduction in single-use camera sales to design and manufacturing services ("DMS") customers, primarily as a result of the decision of Eastman Kodak Company ("Kodak") to cease purchases of single-use cameras under its two DMS contracts with us. Although we continued to seek and evaluate DMS single-use camera business opportunities, DMS sales in fiscal 2007 and fiscal 2006 were not material.

In fiscal 2004, we initiated a strategic review process to determine how we may better compete in the digital camera market, increase sales of our popular single-use cameras and reduce our operating costs. The strategic review, which continued through fiscal 2007, led to our initiating a restructuring plan and cost-reduction initiatives and resulted in our exiting the digital camera market. During the first quarter of fiscal 2007, we sold a limited quantity of digital cameras as a result of fulfilling certain customer orders placed in the fourth quarter of fiscal 2006. Also, during fiscal 2007, we eliminated most of our digital camera inventories, maintaining only sufficient quantities to satisfy consumer warranties. You can find more information on our cost-reduction initiatives and our fiscal 2007 results of operations in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations.

In fiscal 2005, we initiated a new business initiative to identify, assess and, as appropriate, commercialize new business opportunities and products. As a result of this initiative, we have introduced a limited number of new products. For additional information, see, "New Business Initiatives" below.

The mailing address of our headquarters is 4000 Hollywood Boulevard, 6th Floor, North Tower, Hollywood, Florida 33021, and our telephone number is (954) 331-4200. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, amendments to those reports and our proxy statements are available free of charge on our Internet website, at http://www.concord-camera.com, as soon as reasonably practicable after such reports are electronically filed with or furnished to the Securities and Exchange Commission ("SEC"). The information found on our website is not part of this or any other report we file with or furnish to the SEC.

The Film Camera Market

We manufacture, market and sell single-use and 35mm traditional film cameras to our RSD customers.

o Single-use cameras - Single-use cameras are inexpensive, easy-to-use cameras that are sold preloaded with film and batteries and are designed to be used only once by the consumer. After use, the consumer returns the entire camera to the photo processor. The processor then extracts the film and either disposes of the used camera or returns and/or sells it for recycling uses.

o 35mm traditional film cameras - This category includes reloadable cameras that use 35mm silver halide film.

Film Camera Market Trends

Market trends for single-use and 35mm traditional film cameras include the following:

o Single-use cameras - According to available third-party market research data, after years of robust growth, the single-use camera market reached its peak of 450 million units sold worldwide in calendar year 2004. Total worldwide sales of single-use cameras declined to 409 million units in calendar year 2005, declined to 366 million units in calendar year 2006 and are projected to decline to 309 million units in calendar year 2007. We believe, however, that single-use cameras remain a large and viable category. We also believe that we are currently the third largest producer of single-use cameras in the world. (Market Research Source-PMA 7-2006)

o 35mm traditional film cameras - 35mm traditional film cameras are being displaced by digital cameras. In the U.S. market, digital cameras began to outsell film cameras in calendar year 2005. The calendar year 2005 35mm traditional film camera sales in the United States were reported at 4.3 million units, a 36% decrease from the previous year. The decline of 35mm traditional film cameras continued during calendar year 2006 at approximately 51% and is projected to decline during calendar year 2007, with sales projected at 1.2 million units, which represents about a 43% year-over-year decrease in sales. In fiscal 2006, total sales of 35mm traditional film cameras in the U.S. represented approximately 17.5% of the total image capture product sales in the U.S. and are expected to be approximately 10% in the U.S. during calendar year 2007. (Market Research Source-PMAI 2006 Newsletter) In response to the declining market for 35mm traditional film cameras, in fiscal 2006, we reduced our 35mm traditional film camera offerings to two models. During fiscal 2007, we continued to focus our sales effort on these two models, which provide features that satisfies different consumers' needs at affordable retail prices below $25.

Based on the market trends discussed above, we believe that the market for single-use cameras remains a viable market for our company. As a result, we are focusing on increasing our sales of single-use cameras through various sales and marketing initiatives and reducing our product costs, while maintaining product performance and quality.

Film Camera Products

Our film camera products include single-use and 35mm traditional film cameras. We sell private label and brand-name products to our RSD customers worldwide either directly or through third-party distributors. We design, develop and manufacture most of our single-use cameras and outsource the manufacture of certain of our single-use and 35mm traditional film cameras.

We offer a complete line of single-use cameras, including outdoor, flash, zoom and underwater models. We believe that we are uniquely structured to provide encasements, finishes, packaging and film speed and lengths to accommodate different user and customer preferences.

Our 35mm traditional film cameras range from entry-level to fully featured zoom models and include models used by certain RSD customers to support special promotion and loyalty programs offered to their customers.

Our expenditures for product engineering, design and development decreased to $2.5 million in fiscal 2007 from $3.8 million in fiscal 2006, mainly as a result of our discontinuing digital camera sales. For additional information regarding product development costs, see Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations.

Sales and Marketing

Our film camera products are sold to retailers on a worldwide basis through direct sales offices, independent sales representatives and distributors in the United States, Canada, Latin America (the "Americas"), the United Kingdom, France and Germany ("Europe"), and Hong Kong, China and Japan ("Asia"). We currently market our film camera products to retailers on a private label basis and/or under the Polaroid and Polaroid Fun Shooter brand names.

We have established our presence with our retail customers by offering attractive, easy-to-use single-use and 35mm traditional film cameras. We market many different styles of cameras that are sold through many retail outlets.

We have in-house sales and marketing personnel who make the majority of our direct sales to our RSD customers. We also have independent sales representatives who serve specific geographic areas. Sales representatives generally receive commissions ranging from 1.0% to 3.0% of net sales to retail customers, depending on the type of customer and product, and may act as sales representatives for manufacturers of other photographic and non-photographic products. We also sell products to distributors on a wholesale basis who, in turn, sell our products to retailers.

Competition in the Film Camera Market

The film camera market is highly competitive with many companies marketing products to the retail market. As a producer and/or marketer of single-use and 35mm traditional film camera products, we encounter substantial competition from a number of companies, many of which have longer operating histories, more established markets and brand recognition, and more extensive research, development and manufacturing capabilities than we have. Our key competitors in the single-use camera market are Fuji and Kodak, both of whom have greater resources than we have or may reasonably be expected to have in the foreseeable future. Maintaining a competitive advantage depends on our ability to develop and manufacture or purchase high quality products from outsourced manufacturers at the lowest cost.

Backlog

Due to the lead time required for production and shipping and the need to build inventory to meet seasonal demand, we may at times have a backlog of orders for products. We define backlog as unfulfilled orders supported by signed contracts or purchase orders for delivery of our products generally within the next six months. Our backlog at June 30, 2007 was approximately $10.2 million. We experience fluctuations in our backlog at various times during our fiscal year. We expect that approximately $9.7 million of the unfulfilled orders at June 30, 2007 will be shipped during the first quarter of fiscal 2008. Although we believe that our entire backlog consists of firm orders, our backlog as of any particular date may not be indicative of actual revenue for any future period because of the possibility of customer cancellations, order changes, changes in delivery schedules and delays inherent in the shipments of products. No assurance can be given that the current backlog will necessarily lead to revenue in any specific future period.

Major Customers

In fiscal 2007, sales to two of our retail customers represented in excess of 10% of our total net sales: (i) Wal-Mart Stores, Inc. ("Wal-Mart") represented 40.9% of total net sales; and (ii) Walgreen Co. ("Walgreens") represented 20.8% of total net sales. See Note 18, Geographic Area and Significant Customer Information, in the Notes to Consolidated Financial Statements.

Seasonality

Sales of our film camera products are linked to the timing of vacations, holidays and other leisure activities. Sales are normally strongest in the first and second quarters (summer, fall and early winter) of our fiscal year when demand is high as retailers prepare for the holiday season. Sales are also strong in the fourth quarter of our fiscal year (spring to early summer) due to demand driven by heavy vacation activity and events such as weddings and graduations. Sales are normally lowest in the third quarter of our fiscal year (winter to early spring) with the absence of holidays and fewer people taking vacations.

Licensing Activities

We have a worldwide non-exclusive license (which excluded Japan until January 1, 2005) to use certain of the single-use camera patents and patent applications of Fuji Photo Film Ltd. ("Fuji") in connection with the manufacture, remanufacture and sale of single-use cameras. The license extends until the later of February 26, 2021 or the expiration of the last of the licensed Fuji patents and provides for payment of a license fee and certain royalty payments to Fuji. Our ability to manufacture and sell single-use cameras may depend on the continuation of our right to use the Fuji patents. As a result, we believe the loss of the Fuji license prior to the expiration of the patents would have a material adverse effect on our financial position and results of operation.

We have the worldwide, exclusive right to use the Polaroid brand name and trademark in connection with the manufacture, distribution, promotion and sale of single-use and traditional film-based cameras, including zoom cameras and certain related accessories but excluding instant and digital cameras, except for products released by Polaroid Corporation ("Polaroid") into the distribution chain before August 26, 2002. The single-use camera license agreement expires on February 1, 2009 and provides for the payment of $3.0 million of minimum royalties to Polaroid, which will be fully credited against percentage royalties. As of July 1, 2007, we paid $2.5 million of the minimum royalties. The traditional film camera license agreement expires on January 31, 2009 and provided for a minimum royalty payment of $50,000 to Polaroid on or before October 31, 2006, which was fully credited against percentage royalties during the first year of the term ended January 31, 2007. There are no minimum guaranteed royalty payments under the traditional film camera license agreement after the first year of the term. As of July 1, 2006, our traditional film camera percentage royalties exceeded the minimum royalty amount. We believe that the loss of the Polaroid license could have a material adverse effect on our financial position and results of operations.

As part of our acquisition of Jenimage Europe GmbH ("Jenimage") in 2004, we entered into a twenty-year, worldwide trademark license agreement with Jenoptik AG for the exclusive use of the JENOPTIK brand name and trademark on non-professional consumer imaging products including, but not limited to, digital, single-use and traditional film cameras, and other imaging products and related accessories. The license provides for the payment of percentage royalties but does not require any minimum guaranteed royalty payments.

For further discussion of our license and royalty agreements, see Note 14, Commitments and Contingencies, "License and Royalty Agreements," in the Notes to Consolidated Financial Statements.

Manufacturing

We conduct all of our manufacturing in the PRC. Our vertically integrated manufacturing facilities include plastic injection molding of lenses and other parts, stamping and machining of metal parts, manufacturing of printed circuit boards ("PCBs"), assembly of PCBs using surface mount technology machinery and manual insertion, quality control, quality assurance, painting and final assembly and testing. In fiscal 2007, as a result of our previous restructuring plan, our manufacturing facility focused predominantly on the manufacture of high volume, low cost single-use cameras.

Our manufacturing and related dormitory facilities in the PRC occupy approximately 600,000 square feet. See Item 2, Properties, for information on the leases and land use agreements related to our manufacturing facilities in the PRC. Our PRC manufacturing facilities have been certified under the Social Accountability 8000 standard ("SA8000") since November 2001. The SA8000 is an international standard designed to ensure safe working conditions, fair management practices and the protection of workers' rights. Our PRC manufacturing facilities are ISO 9000 and 9001 accredited.

In addition, we outsource the manufacture of certain of our film cameras and other products.

Equipment, Components, Raw Materials and Products from Outsourced Manufacturers

We own the tools and equipment necessary to manufacture a significant number of our single-use camera products and components used in our single-use camera products. Manufacturers and suppliers located in the Far East and other parts of the world supply us with raw materials, components and finished products that we do not manufacture. We may experience a shortage of supply of, or a delay in, receiving certain components and products as a result of strong demand, capacity constraints, diminishing sources of supply or other problems experienced by our suppliers. Our net sales, gross profits and margins could be adversely affected if we encounter supplier issues and/or fail to manage supplier issues properly. See Item 1A, Risk Factors.

PRC Operations

Our operations are substantially dependent upon our manufacturing and assembly activities in the PRC. Our current processing agreement with the PRC governmental entities, which allows us to operate in the PRC, was renewed in October 2006 for an additional ten-year term until October 2016. See Item 2, Properties, for information on the leases and land use agreements related to our manufacturing facilities in the PRC.

In 2002, we established, registered and commenced operations of a wholly-owned foreign enterprise, Concord Camera (Shenzhen) Company Limited ("Concord Shenzhen"), which is a wholly-owned subsidiary of Concord Camera HK Limited ("CCHK"), pursuant to the laws of the PRC relating to enterprises with a sole foreign investor. The business license of Concord Shenzhen permits it to design, develop, manufacture and sell single-use, 35mm traditional film and digital cameras and camera components in the PRC and worldwide.

Trademarks and Patents

Our trademarks include, among others, CONCORD, CONCORD EYE Q, GO WIRELESS, FUN SHOOTER, EASYSHOT, LE CLIC, KEYSTONE, APEX and GOLDLINE for cameras sold in the United States and/or numerous foreign countries. We license the POLAROID trademark for exclusive use worldwide in connection with the manufacture, distribution, promotion and sale of single-use and traditional film cameras (excluding instant and digital cameras). We also license the JENOPTIK trademark for exclusive use worldwide for non-professional consumer imaging products and accessories (both digital and film-based). We own numerous patents, some of which are used in our current products.

We have applied for, and will continue to apply for, in the United States and foreign countries, patents to protect the inventions and technologies developed by or for us. We do not believe our competitiveness and market share are dependent on the ultimate disposition of our patent applications. We license patents and patent applications related to single-use cameras from Fuji in connection with the manufacture and sale of single-use cameras. See "Licensing Activities" above.

New Business Initiatives

During fiscal 2005, we initiated a process to identify, assess, quantify and define new products and services potentially capable of increasing our sales and building a profitable business on a sustainable basis. With this objective, we evaluated opportunities that we had identified based on their industry attractiveness, competitive dynamics, channel compatibility and potential for providing a profitable business model. We conducted quantitative and qualitative research, during which we exposed various target audiences to our unique product concepts and obtained their feedback to inquiries regarding purchase intent, channel preference and price sensitivity.

We believe a market opportunity exists in the area of personal safety for products that provide peace-of-mind to a broad base of consumers at an affordable price. In August 2006, we introduced a new product, OnGuard Kids, a personal safety alert system for children aged five years and older that combines a fashionable digital watch with a 110 decibel emergency alarm signal that can easily be activated by children to call for help in an emergency. We are now marketing and selling the product to new and existing RSD consumers in the Americas and Europe.

Although the product is suitable for teen-agers and young adults, we are initially targeting the five to twelve-year-old market. Based on U.S. Census Bureau data, there are approximately 36 million children in the United States between the ages of five and thirteen years old.

Employee Relations

As of August 10, 2007, we had 108 employees, of whom 54, or 50.0% were located in Hong Kong, 7, or 6.5%, were located in Europe and 47, or 43.5%, were located in the Americas. We currently have one collective bargaining agreement covering one employee in France that has no stated expiration date. During fiscal 2007, pursuant to our agreements with PRC governmental entities, and based upon production demand, approximately 1,600 to 3,100 people worked in our PRC manufacturing facilities. We believe that our relationship with our employees and workers is satisfactory.

Financial Information about Geographic Areas

For financial information about geographic areas, see Note 18, Geographic Area and Significant Customer Information, in the Notes to Consolidated Financial Statements. The risks attendant to our foreign operations are described in Item 1A, Risks Factors, below.

CEO BACKGROUND

Ira B. Lampert has been a director of the Company since 1993 and the Chairman and Chief Executive Officer of the Company since 1994. For the calendar year 1995 and again from 1998 through the present, Mr. Lampert also served as President of the Company. Mr. Lampert is a member of the Queens College Foundation Board of Trustees (Queens College is part of the City University System of New York), a member of the Advisory Board of the Boys & Girls Republic, a nonprofit organization for underprivileged children, and serves on the Boards of Trustees of the Mount Sinai Medical Center Foundation, Inc. and the Mount Sinai Medical Center of Florida, Inc.

Ronald S. Cooper has been a director of the Company since 2000. Mr. Cooper is a co-founder and principal of LARC Strategic Concepts, LLC, a consulting firm focusing on emerging growth companies. Mr. Cooper retired from Ernst & Young LLP in September 1998, having joined the firm in 1962. He became a partner in 1973 and was Managing Partner of the firm’s Long Island, New York office from 1985 until he retired.

Morris H. Gindi has been a director of the Company since 1988. Mr. Gindi has served as the Chief Executive Officer of Notra Trading Inc., an import agent in the home textiles industry, since 1983 and as Chief Executive Officer of Morgan Home Fashions, a manufacturer and distributor of home textiles, since 1995. These two businesses import and distribute merchandise to all levels of the retail trade. Mr. Gindi’s career in the home textiles industry has spanned four decades.

William J. O’Neill, Jr. has been a director of the Company since 2001. Mr. O’Neill has served as Dean of the Business School at Suffolk University in Boston, Massachusetts since 2001. From 1969 to 1999, he held various management positions at Polaroid Corporation, most recently as Executive Vice President and President, Corporate Business Development. In addition, Mr. O’Neill is a director of CardioTech International, Inc. (AMEX:CTE), a manufacturer of cardiovascular devices, EDGAR Online, Inc. (NASDAQ:EDGR), a provider of business and financial information on global companies, the Design Management Institute and the Greater Boston Chamber of Commerce.

COMPENSATION

Blaine A. Robinson , our Vice President – Finance, Treasurer and Assistant Secretary since April 2006, joined us in February 2003 as our Corporate Controller and has served as our Principal Accounting Officer since September 20, 2004 and, effective April 1, 2006, as our Principal Financial Officer. Prior to joining us, from May 2002 to February 2003, Mr. Robinson was employed by Spherion Corporation and served as a financial and accounting consultant to the Company. Previously, Mr. Robinson served as Chief Financial Officer of Green2go.com, Inc. from March 2000 to September 2001 and Assistant Corporate Controller of AutoNation, Inc. from March 1997 to March 2000. He holds a Master of Business Administration from the University of Florida, a Bachelor of Science in Accounting from Florida Atlantic University and a Bachelor of Science in Finance from the University of Florida. Mr. Robinson is a member of the American Institute of Certified Public Accountants, the Florida Institute of Certified Public Accountants and Financial Executives Institute.

Gerald J. Angeli joined us in April 2000 as Vice President, DMS Product Supply. In November 2005, the Board appointed him Senior Vice President, Director of Operations of the Company. Prior to this date, beginning in March 2001, he served as the Company’s Vice President of Worldwide Engineering and Technology. In addition, from June 2004 until November 2005, Mr. Angeli served first as Co-Managing Director of Concord Camera HK Limited and, effective October 2004, as its sole Managing Director. From July 1997 to April 2000, Mr. Angeli was Vice President, Global Manufacturing and Products Supply for NCR Corporation’s Systemedia Group, where he was responsible for manufacturing, customer service, distribution and logistics. Prior to that, Mr. Angeli was employed by Eastman Kodak Company for 20 years in various capacities, most recently as Manager of Worldwide Manufacturing and Supply Chain and Vice President, Consumer Imaging.



Urs W. Stampfli joined us in May 1998 as Director of Global Sales and Marketing, and became a Vice President of the Company in April 2000 and a Senior Vice President of the Company in February 2002. From 1990 to April 1998, Mr. Stampfli was Vice President, Marketing, Photo Imaging Systems of Agfa Division, Bayer Corporation.

Scott L. Lampert , who is no relation to Ira B. Lampert, joined us in May 1999 as Patent/Intellectual Property Attorney and served as Intellectual Property and Business Development Counsel from August 2001 until August 2005 and as Associate General Counsel of the Company from August 2005 until taking up his new duties as Vice President, General Counsel and Secretary of the Company effective April 1, 2006. Prior to joining the Company, Mr. Lampert was in private practice. He holds a Juris Doctor cum laude from Nova Southeastern University, a Masters of Business Administration from Fordham University and a Bachelor of Science in Engineering from Tulane University. Mr. Lampert is a member of the Florida Bar and is licensed to practice before the United States Patent and Trademark Office.

MANAGEMENT DISCUSSION FROM LATEST 10K

We market and sell easy-to-use single-use and 35mm traditional film cameras. We design, develop, manufacture and assemble most of our single-use cameras and certain of our 35mm traditional film cameras at our manufacturing facilities in the Peoples Republic of China ("PRC") and outsource the manufacture of certain of our single-use and our 35mm traditional film cameras. In fiscal 2006, we significantly de-emphasized the sale of digital cameras. Digital camera sales in fiscal 2007 were not material and we do not expect digital camera sales in fiscal 2008. We sell our private label and brand-name products to our customers worldwide either directly or through third-party distributors.

Executive Summary

Year-over-Year Results of Operations

Our operating loss in fiscal 2007 decreased $6.9 million to $(13.4) million as compared to an operating loss of $(20.3) million for fiscal 2006.

The decrease in our operating loss year-over-year is primarily related to decreases in selling, general and administrative expense. Year-over-year selling expenses decreased by $4.8 million due to (i) lower selling-related employee compensation costs in the amount of $2.4 million net of severance charges resulting from the elimination of certain positions in connection with our cost reduction initiatives; and (ii) lower freight and royalty costs in the amount of $1.3 million and $1.1 million, respectively, as a result of a decrease in year-over-year net sales and certain other costs. Year-over-year general and administrative ("G&A") expenses decreased by $7.5 million primarily due to (i) a decrease in employee compensation costs of $3.9 million net of severance costs as a result of the elimination of certain positions in connection with our cost-reduction initiatives; (ii) lower professional fees in the amount of $1.1 million related to our internal control remediation efforts and $0.6 million of certain other professional fees; (iii) a decrease in amortization and depreciation expense of $1.4 million due primarily to a year-over-year reduction in long-lived assets and property, plant and equipment asset balances resulting from prior year reductions in carrying values; and (iv) a net reduction of certain other costs totaling $0.5 million.

Although we experienced decreases in our year-over-year selling, general and administrative expenses of $12.3 million, our gross profit for fiscal 2007 decreased by $5.4 million as compared to our gross profit for fiscal 2006. The decrease in the gross profit for fiscal 2007 was primarily due to unfavorable manufacturing material, labor and overhead cost variances of $5.4 million, unanticipated air freight costs of $1.1 million partially offset by improved average gross margin percentages due to a change in our product mix totaling $1.1 million.

Fiscal 2007 Results of Operations

Although we significantly reduced our operating loss by $6.9 million, or 34.0%, in fiscal 2007 as compared to fiscal 2006, we still recorded an operating loss of $(13.4) million during fiscal 2007.

Factors contributing to the fiscal 2007 operating loss were:

1. Insufficient Net Sales and Related Gross Profit to Fully Absorb Non-Manufacturing Overhead Costs;

2. Unfavorable Manufacturing Material, Labor and Overhead Cost Variances;

3. Unanticipated Air Freight Costs; and

4. Internal Control Remediation Costs.

1. Insufficient Net Sales and Related Gross Profit to Fully Absorb Non-Manufacturing Overhead Costs

During fiscal 2007, we experienced a significant decrease in net sales and related gross profit resulting in insufficient gross profit to fully absorb our non-manufacturing overhead costs. This net sales and related gross profit reduction contributed approximately $7.4 million to the operating loss.

2. Unfavorable Manufacturing Material, Labor and Overhead Cost Variances

During fiscal 2007, we experienced unfavorable manufacturing material, labor and overhead cost variances of $4.1 million primarily attributable to lower than anticipated production volume during the period.

3. Unanticipated Air Freight Costs

During the fourth quarter of fiscal 2007, we experienced a temporary shortage of camera film which affected the production schedule of our single-use and 35mm traditional film cameras. As a result of this film shortage and its impact on our production schedule, certain of our products were shipped by air from Asia to the United States in order to meet our customers' delivery schedules. Due to this unanticipated usage of air freight, we incurred an additional $1.1 million in freight costs.

4. Internal Control Remediation Costs

During fiscal 2007, we recorded charges of $0.8 million related to internal control costs incurred in connection with the remediation of certain previously disclosed material weaknesses in our internal control over financial reporting.

We continue to take action and to review our strategies, including and relating to: (i) acquisition of new single-use and 35mm traditional film camera customers, (ii) potential new business initiatives and (iii) implementation of additional cost reductions related to worldwide overhead costs. There can be no assurances that implementing any such strategies will successfully reverse our losses, increase our revenues, decrease our costs or improve our results of operations. See Item 1, Business, for more information regarding our new business initiatives.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Our application of accounting policies affects these estimates and assumptions. Actual results could differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant estimates and assumptions used in the preparation of our consolidated financial statements and accompanying notes.

Revenue Recognition

We recognize revenue, in accordance with Staff Accounting Bulletin ("SAB") No. 101, Revenue Recognition in Financial Statements, as amended by SAB No. 104, Revenue Recognition: Corrected Copy, when title and risk of loss are transferred to the customer, the sales price is fixed or determinable, persuasive evidence of an arrangement exists, and collectibility is probable. Title and risk of loss generally transfer when the product is delivered to the customer or upon shipment, depending upon negotiated contractual arrangements. Sales are recorded net of anticipated returns which we estimate based on historical rates of return, adjusted for current events as appropriate, in accordance with Statement of Financial Accounting Standard No. 48, Revenue Recognition When Right of Return Exists ("SFAS No. 48"). If actual future returns are higher than estimated, then net sales could be adversely affected.

We may enter into arrangements to offer certain pricing discounts and allowances that do not provide an identifiable separate benefit or service or may enter into arrangements to provide certain free products. In accordance with Emerging Issues Task Force ("EITF") Issue No. 01-09, Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor's Products), we record the pricing discounts and allowances as a reduction of sales and record the cost of free products ratably into cost of products sold based upon the underlying revenue transaction.

Sales Returns

We establish a provision for estimated sales returns based on historical product return trends. If the actual future returns are higher than we originally estimated, which we based upon historical data, our net sales could be adversely affected.

Provision for Doubtful Accounts

We establish a provision for doubtful accounts based on our assessment of the collectibility of specific customer accounts and the aging of accounts receivable. If there is a deterioration of a major customer's credit worthiness or actual amounts of recoverability are lower than our historical experience, our estimates of the recoverability of amounts owed to us could be adversely affected.

Inventories

Inventory purchases and commitments are based upon estimates of future demand that are difficult to forecast. If (i) there is a sudden and significant decrease in demand for our products; (ii) there is a higher rate of inventory obsolescence because of rapidly changing technology and customer requirements; and/or (iii) the market value and selling prices of our products to our customers decline or the price at which these customers can purchase similar products from other manufacturers is lower than ours, we may be required to reduce our inventory values which would result in lower-of-cost-or-market value adjustments. Such a reduction could have a material adverse effect on our gross profit. See Item 1A, Risk Factors, above.

Deferred Income Taxes

The deferred income tax asset valuation allowance is based on our assessment of the realizability of our deferred income tax assets on an ongoing basis and may be adjusted from time to time as necessary. In determining the valuation allowance, we have considered future taxable income and the feasibility of tax planning initiatives and strategies. We have a full valuation allowance on all of our deferred income tax assets as of June 30, 2007 and July 1, 2006. Should we determine that it is more likely than not that we will realize certain of our deferred income tax assets in the future, an adjustment would be required to reduce the existing valuation allowance and increase income. Alternatively, if we determine that we would not be able to realize a recorded deferred income tax asset, an adjustment to increase our valuation allowance would be charged to the results of operations in the period in which we reach such a conclusion.

Impairment of Long-Lived and Other Assets

Periodically, we review our long-lived assets for impairment. We record an impairment loss when indications of impairment are present and undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying values. Since we incurred significant operating losses in fiscal 2006 and fiscal 2007, a potential impairment indicator, we performed an impairment test of our long-lived and other assets as of June 30, 2007 by summarizing the undiscounted cash flows expected to result from the use and eventual sale of our long-lived and other assets. If the carrying value of the assets exceed the estimated undiscounted cash flows, we record an impairment charge to the extent the carrying value of long-lived asset exceeds its fair value. We determine fair value through quoted market prices in active markets or, if quoted market prices are unavailable, through the performance of internal analyses of discounted cash flows or external appraisals. Assets reviewed included patents, prepaid amounts related to licensing and royalty agreements and property, plant and equipment. See Note 5, Property, Plant and Equipment, Net and Note 16, Other Charges, in the Notes to Consolidated Financial Statements.

Accounting for Litigation and Settlements

We are involved in various legal proceedings. Due to their nature, such legal proceedings involve inherent uncertainties including, but not limited to, court rulings, negotiations between affected parties and the possibility of governmental intervention. Management assesses the probability of loss for such contingencies and accrues a liability and/or discloses the relevant circumstances, as appropriate. While certain of these matters involve substantial amounts, management believes, based on available information, that the ultimate resolution of such legal proceedings will not have a material adverse effect on our financial condition taken as a whole.

RESULTS OF OPERATIONS

Fiscal 2007 Compared to Fiscal 2006

Net Sales

Net sales for fiscal 2007 were $86.7 million, a decrease of $50.8 million, or 37.0%, as compared to net sales for fiscal 2006. The decrease in net sales was due primarily to a decrease in sales of digital cameras in fiscal 2007 attributable to our decision in fiscal 2006 to de-emphasize digital camera sales and to a lesser extent, a reduction in 35mm traditional film camera sales and in single-use camera sales.

Net sales from our operations in the Americas for fiscal 2007 were $66.8 million, a decrease of $21.4 million, or 24.3%, as compared to fiscal 2006. The decrease in net sales was due primarily to a reduction in sales of single-use cameras, 35mm traditional film cameras and digital cameras.

Net sales from our operations in Europe for fiscal 2007 were $15.1 million, a decrease of $33.4 million, or 68.9%, as compared to fiscal 2006. The decrease was primarily due to reduced digital camera sales attributable to our decision in fiscal 2006 to de-emphasize sales of digital cameras and, to a lesser extent, 35mm traditional film cameras, partially offset by an increase in single-use cameras.

Net sales from our operations in Asia for fiscal 2007 were $4.8 million, an increase of $4.0 million, or 500.0%, as compared to fiscal 2006. The increase in net sales in Asia was due to an increase in sales of single-use cameras in Japan.

See Note 18, Geographic Area and Significant Customers, in the Notes to Consolidated Financial Statements.

Gross Profit (Deficit)

Gross profit for fiscal 2007 was $9.2 million, or 10.6% of net sales, versus gross profit of $14.6 million, or 10.6 % of net sales, in fiscal 2006. The decrease in the gross profit for fiscal 2007 was primarily due to unfavorable manufacturing material, labor and overhead cost variances of $5.4 million and unanticipated air freight costs of $1.1 million, partially offset by improved gross margin percentages due to a change in our product mix totaling $1.1 million.

Product engineering, design and development costs for fiscal 2007

and fiscal 2006, in dollars and as a percentage of net sales, were $2.5 million, or 2.9%, and $3.8 million, or 2.8%, respectively.

Operating Expenses

Selling expenses for fiscal 2007 were $9.1 million, or 10.5% of net sales, compared to $13.9 million, or 10.1% of net sales, for fiscal 2006. The decrease of $4.8 million was primarily due to a reduction in selling-related employee compensation costs of $2.4 million including a year-over-year increase in other charges of $0.1 million, resulting from the elimination of certain positions in connection with our cost-reduction initiatives and a reduction in freight and royalty costs in the amounts of $1.3 million and $1.1 million, respectively, as a result of the decrease in year-over-year net sales.

General and administrative expenses for fiscal 2007 were $13.5 million, or 15.6% of net sales, compared to $21.0 million, or 15.3% of net sales, for fiscal 2006. The decrease of $7.5 million in general and administrative expenses in fiscal 2007 was primarily due to a reduction in employee compensation costs of $3.9 million, including a year-over-year decrease in other charges of $2.2 million, resulting from the elimination of certain positions in connection with our fiscal 2006 cost-reduction initiatives, a reduction in professional fees of $1.1 million related to our internal control remediation efforts and $0.6 million of certain other professional fees, and a decrease in amortization and depreciation of long-lived assets and expense of $1.4 million due primarily to a year-over-year reduction in property, plant and equipment asset balances resulting from the prior year's reductions in carrying values, and a net reduction totaling $0.5 million of certain other costs. For further discussion, see Note 16, Other Charges, in the Notes to Consolidated Financial Statements.

Share-Based Compensation Expenses

During fiscal 2007 and fiscal 2006, we recorded approximately $61,000 and $275,000, respectively, of share-based compensation expenses. We consider all of our share-based compensation as a component of general and administrative expenses. In addition, no amount of share-based compensation expense was capitalized as part of capital expenditures or inventory for the periods presented. For further discussion, see Note 11, Share-Based Compensation, in the Notes to the Consolidated Financial Statements.

Interest Expense

Interest expense decreased to $0.3 million in fiscal 2007 as compared to $0.4 million in fiscal 2006. The decrease of $0.1 million was the result of the reduction in the interest expense associated with the amortization of intangible assets.

Other Income, Net

Other income, net was $2.0 million and $1.1 million for fiscal 2007 and fiscal 2006, respectively. The increase was primarily attributable to an increase in investment income and higher interest rates on the invested balances during fiscal 2007 as compared to fiscal 2006, See Note 1, Description of Business and Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements.

Income Taxes

We recorded a provision for income taxes of $6,000 and $0.1 million in fiscal 2007 and fiscal 2006, respectively. The fiscal 2007 income tax provision relates primarily to income tax liabilities incurred for state and federal tax liabilities.

As a result of current and prior year losses realized by our foreign subsidiaries, the foreign subsidiaries have an accumulated earnings deficit of approximately $44.3 million as of June 30, 2007. Although, we have an accumulated earnings deficit related to most of our foreign subsidiaries, certain of our foreign subsidiaries have undistributed earnings. Historically, we do not provide for U.S. federal and state income taxes on such undistributed earnings based on the re-investment of such earnings outside the United States.

As of June 30, 2007, we had net operating loss carryforwards for U.S. federal tax purposes of approximately $18.2 million. The net operating loss carryforwards are scheduled to expire between 2010 and 2027. The U.S. net operating loss carryforwards include a portion arising from the exercise of stock options and will be credited to additional paid-in capital when the related tax benefit is realized.

Additionally, we have approximately $53.9 million of net operating loss carryforwards related to our foreign operations, of which $48.5 million relates to Hong Kong. A significant portion of these net operating loss carryforwards have no expiration dates.

In fiscal 2007, management evaluated the realizability of our deferred income tax assets. As part of assessing the realizability of our deferred income tax assets, management evaluated whether it is more likely than not that some portion, or all, of our deferred income tax assets, will be realized. The realization of U.S., Europe and Hong Kong deferred income tax assets relates directly to our tax planning initiatives and strategies for U.S. federal and state, Europe and Hong Kong tax purposes. In fiscal 2007, based on all the available evidence, management determined that it is not more likely than not that our deferred income tax assets will be fully realized. Accordingly, we recorded a full valuation allowance against all of our deferred income tax assets in fiscal 2007. Historically, we have recorded a full valuation allowance against all of our deferred tax assets in each fiscal year subsequent to and including fiscal 2005. For fiscal 2007 and fiscal 2006, our effective tax rate was 0 % and 0.6%, respectively. Our future effective tax rate will depend on the apportionment between foreign and domestic taxable income and losses, the statutory rates of the related tax jurisdictions, results of pending tax audits and any changes to the valuation allowance.

For further discussion, see Note 1and Note 13, Description of Business and Summary of Significant Accounting Policies and Income Taxes, respectively, in the Notes to Consolidated Financial Statements.

Net Loss

We incurred a net loss of $(11.7) million, or $(1.99) per common share, for fiscal 2007 as compared to a net loss of $(19.6) million, or $(3.36) per common share, for fiscal 2006.

MANAGEMENT DISCUSSION FOR LATEST QUARTER

Third Quarter Fiscal 2008 Results of Operations

Although we reduced our operating loss by $0.5 million, or 13.5%, for the third quarter of fiscal 2008, as compared to the third quarter of fiscal 2007, we recorded an operating loss of $3.2 million during the quarter.

Factors contributing to the third quarter fiscal 2008 operating loss were:

1. Insufficient Net Sales and Related Gross Profit to Fully Absorb Non-Manufacturing Overhead Costs;

2. Unfavorable Manufacturing Material, Labor and Overhead Cost Variances and

3. Costs Incurred Related to the Evaluation of Cost Reduction and Strategic Alternatives

1. Insufficient Net Sales and Related Gross Profit to Fully Absorb Non-Manufacturing Overhead Costs

During the third quarter of fiscal 2008, our net sales and related gross profit were not sufficient to fully absorb our non-manufacturing overhead costs. The insufficient net sales and related gross profit contributed approximately $1.7 million to the operating loss.

2. Unfavorable Manufacturing Material, Labor and Overhead Cost Variances

During the third quarter of fiscal 2008, we experienced unfavorable manufacturing material, labor and overhead cost variances of $0.9 million primarily attributable to a lower than anticipated volume of production during the period and, to a lesser extent, increases in costs of film.

3. Costs Incurred Related to the Evaluation of Cost Reduction and Strategic Alternatives

During the third quarter of fiscal 2008, professional fees incurred in support of our evaluation of cost reduction alternatives and, to a lesser extent, strategic alternatives related to the Special Committee's activities were approximately $0.6 million.

We continue to take action and review our strategies, including and relating to:
(i) acquisition of new single-use and traditional film camera customers, and
(ii) implementation of additional cost reductions related to worldwide overhead costs. We are no longer investing in new business initiatives. There can be no assurances that we will be able to implement any such strategies or that implementing any such strategies will successfully reverse our losses, increase our revenues, decrease our costs or improve our results of operations.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. Since June 30, 2007, there have been no significant changes to the assumptions and estimates related to those critical accounting policies. See the critical accounting policies disclosed in our Form 10-K.

Recently Issued Accounting Pronouncements

In December 2007, the Financial Accounting Standard Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 160, "Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB No. 51" ("SFAS No. 160"). SFAS No. 160 clarifies the accounting for noncontrolling interests and establishes accounting and reporting standards for the noncontrolling interest in a subsidiary, including classification as a component of equity. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008. The Company does not currently have any minority interests.

In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations" (SFAS No. 141(R)"), which replaces SFAS No. 141. SFAS No. 141(R) requires assets and liabilities acquired in a business combination, contingent consideration, and certain acquired contingencies to be measured at their fair values as of the date of acquisition. SFAS No. 141(R) also requires that acquisition-related costs and restructuring costs be recognized separately from the business combination. SFAS No. 141(R) is effective for fiscal years beginning after December 15, 2008 and will be effective for business combinations entered into after January 1, 2009.

In May 2007, the FASB issued FASB Staff Position ("FSP") No. FIN 48-1, Definition of Settlement in FASB Interpretation No.48 ("FSP No. FIN 48-1"), which provides guidance on how an enterprise should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. The guidance in FSP No. FIN 48-1 must be applied upon the initial adoption of "FIN 48" (as defined below). The adoption of FSP No. FIN 48-1 did not have a material impact on our condensed consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115," ("SFAS No. 159") which provides companies with an option to report selected financial assets and liabilities at their fair values. The election is made on an instrument-by-instrument basis and is irrevocable. If the fair value option is elected for an instrument, FASB No. 159 specifies that all subsequent changes in fair value for that instrument must be reported in earnings. FASB No. 159 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007, which for us will be our fiscal year beginning June 29, 2008. The Company is currently evaluating the effects of the adoption of SFAS No. 159.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements ("SFAS No. 157"). SFAS No. 157 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and expands disclosure about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, SFAS No. 157 does not require any new fair value measurements. SFAS No. 157 is effective for fiscal years beginning after December 15, 2007. The Company is currently evaluating the impact, if any, that the adoption of SFAS No. 157 will have on the Company's consolidated financial position and results of operations or cash flows.

In June 2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an interpretation of FAS 109, Accounting for Income Taxes" ("FIN 48"), to create a single model to address accounting for uncertainty in income tax positions. FIN 48 clarifies the accounting for income taxes by prescribing a minimum probability threshold a tax position must meet to be recognized in the financial statements. FIN 48 also provides guidance on the measurement, derecognition and classification of recognized tax benefits, interest and penalties, accounting for interim periods and the transition of the accounting method upon the adoption of FIN 48. FIN 48 is effective for years beginning after December 15, 2006. Accordingly, we adopted FIN 48 effective as of July 1, 2007. The effect of the adoption is disclosed in Note 3 - Summary of Significant Accounting Policies, Income Taxes, in the Notes to the Condensed Consolidated Financial Statements.

Results of Operations

Quarter Ended March 29, 2008 Compared to the Quarter Ended March 31, 2007

Net Sales

Net sales of our products for the third quarter of fiscal 2008 were $12.3 million, a decrease of $4.1 million, or 25.0%, as compared to net sales for the third quarter of fiscal 2007. The decrease in net sales was due to a reduction in sales of single-use and traditional film cameras.

Net sales from our operations in the Americas for the third quarter of fiscal 2008 were $7.9 million, a decrease of $4.1 million, or 34.2%, as compared to the third quarter of fiscal 2007. The decrease in net sales in the Americas was due primarily to a reduction in sales of single-use and, to a lesser extent, traditional film cameras to our significant customers.

Net sales from our operations in Europe for the third quarter of fiscal 2008 were $2.8 million, an increase of $0.2 million, or 7.7%, as compared to the third quarter of fiscal 2007. The increase in net sales in Europe was due primarily to an increase in sales of single-use cameras.

Net sales from our operations in Asia for the third quarter of fiscal 2008 were $1.6 million, a decrease of $0.2 million, or 11.1%, as compared to the third quarter of fiscal 2007. The decrease in net sales in Asia was due to decreased sales of digital cameras and, to a lesser extent, single-use cameras in Japan.

Gross Profit

Gross profit for the third quarter of fiscal 2008 was $1.3 million, or 10.6% of net sales, versus gross profit of $1.1 million, or 6.7% of net sales, in the third quarter of fiscal 2007. The increase in the quarter-over-quarter gross profit was primarily due to a decrease in the quarter-over-quarter unfavorable manufacturing material, labor and overhead costs variances of approximately $0.2 million.

Product engineering, design and development costs for the third quarter of fiscal 2008 and the third quarter of fiscal 2007, in dollars and as a percentage of net sales, were $0.6 million, or 4.9%, and $0.6 million, or 3.7%, respectively.

Operating Expenses

Selling expenses for the third quarter of fiscal 2008 were $1.4 million, or 11.4% of net sales, compared to $2.1 million, or 12.8% of net sales, for the third quarter of fiscal 2007. Our quarter-over-quarter selling expenses decreased by $0.7 million primarily due to a reduction in freight costs of $0.3 million and selling-related employee compensation costs, marketing and advertising costs and royalty costs, each of approximately $0.1 million and a reduction of certain other costs of $0.1 million. Selling-related employee compensation costs decreased as a result of the elimination of certain positions in connection with our cost-reduction initiatives.

G&A expenses for the third quarter of fiscal 2008 were $3.1 million, or 25.2% of net sales, compared to $2.8 million, or 17.1% of net sales, for the third quarter of fiscal 2007. Our quarter-over-quarter G&A expenses increased by $0.3 million primarily due to an increase in professional fees of $0.6 million incurred in support of our evaluation of cost reduction alternatives and, to a lesser extent, strategic alternatives related to the Special Committee's activities, partially offset by a decrease in G&A-related employee compensation costs of $0.2 million as a result of the elimination of certain positions in connection with our cost-reduction initiatives and a reduction in certain other costs of $0.1 million.

Share-Based Compensation

During the third quarter of fiscal 2008 and the third quarter of fiscal 2007, we recorded approximately $1,000 and $10,000, respectively, of share-based compensation expenses. We consider all of our share-based compensation expense as a component of G&A expenses. In addition, no amount of share-based compensation expense was capitalized as part of capital expenditures or inventory for the periods presented.

Interest Expense

Interest expense was approximately $0.1 million for each of the third quarter of fiscal 2008 and the third quarter of fiscal 2007.

Other Income, Net

Other income, net was $0.2 million and $0.4 million for the third quarter of fiscal 2008 and the third quarter of fiscal 2007, respectively. The decrease is attributable to foreign exchange losses of approximately $0.1 million and a decrease in interest income of $0.1 million due to decreases in invested balances. For further discussion, see Note 3 - Summary of Significant Accounting Policies in the Notes to the Condensed Consolidated Financial Statements.

Income Taxes

In the third quarter of fiscal 2008 and the fourth quarter of fiscal 2007, based upon all of the available evidence, management determined that it was not more likely than not that its deferred income tax assets will be fully realized. Accordingly, we recorded a valuation allowance for the entire balance of our deferred income tax assets as of March 29, 2008 and June 30, 2007. During the third quarter of fiscal 2008 and the third quarter of fiscal 2007, we recorded a (benefit) for income taxes of $(6,000) and $(1,000), respectively. The third quarter of fiscal 2008 benefit for income taxes includes a $(8,000) income tax benefit related to a net reduction in United States state income tax liabilities of $8,000. The third quarter of fiscal 2007 income tax provision relates to income tax liabilities incurred by certain of our foreign subsidiaries. These foreign subsidiaries do not have net operating losses to offset such income tax liabilities. For further discussion, see Note 3 - Summary of Significant Accounting Policies - Income Taxes in the Notes to the Condensed Consolidated Financial Statements.

Net Loss

We incurred a net loss of $(3.1) million, or $(0.53) per basic and diluted common share, for the third quarter of fiscal 2008, as compared to a net loss of $(3.4) million, or $(0.57) per basic and diluted common share, for the third quarter of fiscal 2007.


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