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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-22583
ORBIT/FR, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 23-2874370
(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
506 PRUDENTIAL ROAD, HORSHAM, PA 19044
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(215) 674-5100
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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 herein, and
will not be contained, to the best of the registrants 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 .
The aggregate market value of the voting stock held by non-affiliates
of the Registrant is $4,745,946 (1). As of March 24, 1999, 6,072,973 shares of
common stock were outstanding.
(1) The aggregate dollar amount of the voting stock set forth equals the number
of shares of the Company's common stock outstanding, reduced by the amount of
the common stock held by the officers, directors and shareholders owning in
excess of 10% of the Company's common stock, multiplied by the last reported
sale price for the Company's common stock on March 24, 1999. The information
provided shall in no way be construed as an admission that any officer,
director, or 10% shareholder in the Company may or may not be deemed an
affiliate of the Company or that he/it is the beneficial owner of the shares
reported as being held by him/it, and any such inference is hereby disclaimed.
The information provided herein is included solely for record keeping purposes
of the Securities and Exchange Commission.
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DOCUMENTS INCORPORATED BY REFERENCE
(Specific sections incorporated are identified under applicable items herein)
Certain portions of the Company's Proxy Statement to be filed in connection with
its 1999 Annual Meeting are incorporated by reference in Part III of this
Report. Certain exhibits to the Company's Registration Statement on Form S-1
(File No. 333-25015) filed with the Commission on April 11, 1997, Amendment No.
1 to the Company's Registration Statement on Form S-1 filed with the Commission
on May 19, 1997, and Amendment No. 2 to the Company's Registration Statement on
Form S-1 filed with the Commission on June 5, 1997 are incorporated by reference
as Exhibits in Part IV of this Report.
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ORBIT/FR, INC.
INDEX
<TABLE>
<CAPTION>
PAGE NO.
PART I.
<S> <C> <C>
Item 1. Business........................................................................... 4
Item 2 Properties......................................................................... 15
Item 3 Legal Proceedings.................................................................. 15
Item 4 Submission of Matters to a Vote of Security Holders ............................... 15
Item 4.1 Executive Officers and Key Employees............................................... 16
PART II.
Item 5 Market for the Registrant's Common Equity and Related Stockholder Matters.......... 17
Item 6 Selected Financial Data............................................................ 18
Item 7 Management's Discussion and Analysis of Financial Condition and Results of
Operations......................................................................... 18
Item 8 Financial Statements and Supplementary Data........................................ 25
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure......................................................................... 25
PART III
Item 10 Directors and Executive Officers of the Registrant................................. 26
Item 11 Executive Compensation............................................................. 26
Item 12 Security Ownership of Certain Beneficial Owners and Management..................... 26
Item 13 Certain Relationships and Related Transactions..................................... 26
PART IV
Item 14 Exhibits, Financial Statement Schedules, and Reports on Form 8-K................... 26
</TABLE>
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PART I
ITEM 1. BUSINESS
FORWARD-LOOKING STATEMENTS
This report on Form 10-K contains forward-looking statements that
involve risks and uncertainties. Actual results could differ materially from
those discussed in the forward-looking statements as a result of certain
factors, including, but not limited to those set forth in Item 7 "Management's
Discussion and Analysis of Financial Condition and Results of Operations'" under
the heading "Certain Factors" below and elsewhere in this report on Form 10-K.
The following discussion should be read in conjunction with Part II of this Form
10-K and the Consolidated Financial Statements and notes to the Consolidated
Statements beginning on page F-1.
GENERAL
ORBIT/FR, Inc. ("ORBIT/FR" or the "Company") develops, markets and
supports sophisticated automated microwave test and measurement systems for the
wireless communications, satellite, automotive and aerospace/defense industries,
and manufactures anechoic foam, a microwave absorbing material that is an
external component of microwave test and measurement systems. Products such as
cellular phones, satellites, radio transmitters, global positioning system
("GPS") receivers and guided missiles depend on the reliable and efficient
transmission and reception of microwave signals in order to communicate. By
utilizing the Company's systems to measure the critical performance
characteristics of microwave signals, wireless manufacturers and service
providers within these industries can improve quality and time-to-market, lower
the risk of failure and underperformance and reduce costs.
Since its founding, the Company has expanded from distributing
individual microwave test and measurement components to providing a wide range
of fully integrated microwave test and measurement solutions. Components of an
ORBIT/FR automated microwave test and measurement system include proprietary
software and hardware products, which can be combined into standard or
customized configurations to meet a customer's specific needs.
The Company markets and sells its systems to customers in the United
States and throughout the world. Within the Company's targeted industries, the
Company's customers include manufacturers of wireless systems and products, such
as Motorola, Nokia and Ericsson; manufacturers of systems and products that
incorporate microwave technology, such as Lockheed Martin, Hughes, BMW and
Boeing; and telecommunications service providers that rely on microwave
technology, such as AT&T, NTT and British Telecom. The Company's customers also
include the United States government and several foreign governments.
The Company's objective is to strengthen its position in automated
microwave test and measurement systems while developing products and systems for
a broader range of microwave applications. The principal elements of the
Company's strategy to reach its objective are: (i) offering comprehensive
solutions to customers, (ii) maintaining its technological leadership, (iii)
focusing on standard systems and proprietary off-the-shelf products, (iv)
pursuing growth in international markets and (v) leveraging its technological
expertise to expand into complementary markets.
The Company's principal offices are located at 506 Prudential Road,
Horsham, Pennsylvania 19044. Its telephone number is (215) 674-5100, its e-mail
address is [email protected] and its World Wide Web home page is located at
www.orbitfr.com.
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HISTORY
The Company was incorporated in Delaware in December 1996. The Company
is the holding company for Orbit Advanced Technologies, Inc., a Delaware
corporation ("Technologies") and its wholly owned subsidiary, Flam & Russell,
Inc., a Delaware corporation ("Flam & Russell"), Orbit F.R. Engineering, Ltd.,
an Israeli corporation ("Engineering"), and Advanced Electromagnetics, Inc.
("AEMI") a California corporation. The Company's parent, Orbit-Alchut
Technologies, Ltd., is a publicly traded company in Israel which was founded in
1950 ("Alchut"). In addition to its ownership interest in the Company
(approximately 60%), Alchut has ownership interests in companies operating in
the avionics, tracking and telemetry markets.
Technologies was incorporated in 1985 as a wholly-owned subsidiary of
Alchut to provide sales and customer support for Alchut's products in the United
States, including positioning subsystems. In 1991, Technologies began to focus
on the development and design of its own proprietary microwave test and
measurement products and systems. In 1994, Technologies recognized the potential
for providing customers with fully integrated microwave test and measurement
solutions and began incorporating Technologies' software technology with
hardware from third-party manufacturers, including Alchut. Technologies
continues to subcontract certain production services to Alchut through
Engineering but retains the right to select any other production subcontractor
after January 1, 1998.
Engineering was incorporated in Israel in December 1996 as a
wholly-owned subsidiary of Alchut at which time Alchut transferred all of the
assets relating to its microwave test and measurement business to Engineering.
Engineering is principally responsible for overseeing the development, design
and production of ORBIT/FR's electro-mechanical products.
On June 28, 1996, Technologies purchased all of the issued and
outstanding shares of Flam & Russell for approximately $1,043,000. The
acquisition of Flam & Russell augmented the Company's product mix, staff of
microwave and software engineers and customer base. Flam & Russell has been
active in the microwave test and measurement field since 1981.
On June 17, 1997, the Company purchased all of the issued and
outstanding shares of AEMI, contemporaneously with the completion of its initial
public offering, for approximately $1.2 million. One-half of the purchase price
was payable in cash and the other half was payable by issuance of shares of the
Company's Common Stock at the initial offering price of $8.25 per share. AEMI
manufactures anechoic foam, a microwave absorbing material that is an integral
component of microwave test and measurement systems.
On May 4, 1998, the Company purchased the principal assets of Quantum
Change/EMC Systems, Inc. The acquisition formed a new division responsible for
Electromagnetic Compatibility ("EMC") Testing Systems. Quantum Change/EMC
Systems provides hardware-independent software solutions to the EMC marketplace.
On August 5, 1998 the Department of State determined that the Company's
AL-2000 antenna measurement systems and software and the AL-8098 radome
measurement systems are licensable commodities within the Department of State's
jurisdiction. Exports of these systems now require licensing from the State
Department. See "Management's Discussions and Analysis of Financial Condition
and Results of Operations - Certain Factors - Risks Associated with
International Sales."
INDUSTRY OVERVIEW
The need for microwave test and measurement systems and products
expanded rapidly during the 1960's and 1970's in conjunction with the growth and
increased sophistication of the aerospace/defense industry in the United States
and Western Europe. In the last 20 years, this need for test and measurement
products and systems has expanded beyond aerospace/defense applications to all
aspects of modern telecommunications, including personal wireless communications
devices, satellite-based communications systems and "smart" automobiles. This
expansion has occurred in conjunction with a
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growing desire among companies to focus on their core competencies and outsource
many non-core functions such as the development and manufacture of microwave
test and measurement systems.
Within the wireless communications, satellite, automotive and
aerospace/defense industries, test and measurement products and systems are used
during all stages of a product's life cycle: product development, pre-production
qualification, production testing and product maintenance. Given the broad scope
of testing procedures, it is not uncommon for a manufacturer or service provider
to own and operate more than one microwave test and measurement system.
WIRELESS COMMUNICATIONS. The wireless communications industry has grown
in recent years as a result of the development of cost-effective digital
technologies and the gradual global deregulation of the telecommunications
industry. Wireless communications products include cellular/PCS handsets,
pagers, field service/delivery equipment and cellular/PCS base stations. The
Company expects continued growth within the wireless communications industry in
the future due to an increase in available spectrum, the adoption of efficient
new digital technologies and the development of "smart" antennas.
Growing worldwide demand for wireless communications products and
services has generated a need among wireless manufacturers and service providers
for systems and products that address their specific microwave test and
measurement needs. These companies operate in highly-competitive, rapidly
changing markets in which the performance and reliability of their systems and
products are essential to achieve and maintain competitive advantages. The
accurate transmission and reception of microwave signals are fundamental to the
performance of wireless systems and products. To ensure the successful transfer
of voice or data from one point to another and to minimize poor reception, cross
talk and dropped calls, manufacturers and service providers conduct extensive
testing for signal quality, direction, strength and interference.
SATELLITE. Satellite-related markets have grown over the past several
years, driven by the emergence of advanced communication technologies offering
cost-effective global voice, video and data transmission, GPS, internet access
and tracking capabilities. Satellites provide several advantages over
terrestrial communications networks, including rapid installation and
deployment, no incremental cost as distances increase and higher rates of data
transmission. According to Euroconsult, a market research firm, 555
communications satellites are expected to be launched between July 1996 and
December 2006.
To ensure that satellite-based communications systems are effective and
reliable, it is essential that both satellites and "earth stations" transmit and
receive microwave signals accurately. The accuracy requirements for these
satellite systems are critical -- failure to detect a design error could result
in a satellite's "footprint" not covering its intended geographic area.
Satellite manufacturers cannot afford to make this kind of error since the cost
to manufacture, launch and insure a satellite can reach $200 million.
Accordingly, sophisticated microwave test and measurement systems are critical
to satellite and earth station manufacturers, as well as their subcontractors
and sub-assembly manufacturers, to ensure that their products work properly.
AUTOMOTIVE. The world's major manufacturers of automobiles and
automotive sub-assemblies, driven by competitive pressures, are designing new
generations of "smart" cars and trucks that incorporate the latest
communications and safety devices including cellular/PCS, GPS-based
direction-finding, data transfer, digital TV and collision-avoidance systems.
Each of these features requires a specialized, highly-accurate microwave
transmission and reception system. To ensure the performance of these various
systems and to assess how they are impacted by the electromagnetic properties of
the car itself, automotive manufacturers must test the car and these devices as
a unit using a microwave test and measurement system designed for automotive
applications.
AEROSPACE/DEFENSE. The need within the aerospace/defense community for
accurate and secure communications and tracking systems led to the emergence of
microwave test and measurement companies in the 1960's. Despite cutbacks in
United States defense budgets in the late 1980's and early 1990's, microwave
test and measurement needs within the aerospace/defense industry are expected to
provide opportunity for the foreseeable future as a result of system upgrades on
existing military
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platforms, substantial new investments in non-U.S. military programs and the
expansion of civil aviation worldwide.
The industry's tracking requirements, such as air traffic control and
missile guidance, led to the development of Radar Cross Section ("RCS") and the
test and measurement of radomes. RCS involves the transmission of microwave
signals towards a passive target, such as an aircraft or missile, and then the
creation of an "image" of the target by measuring the energy reflected back
towards the transmit source. Radome testing evaluates the impact of a radome
(the dome-shaped casing that is placed on the leading edge of an aircraft or
missile to protect the radar and direction-finding equipment) on the microwave
signals that pass through it.
THE ORBIT/FR SOLUTION
ORBIT/FR provides its customers with flexible and reliable solutions
for their complex microwave test and measurement needs. The Company focuses its
efforts and resources on developing state-of-the-art microwave test and
measurement systems and products that incorporate specialized technologies and
expertise. The Company's customers have a need for microwave test and
measurement systems and products but often do not have the in-house capabilities
to develop, or the desire to develop, such systems and products themselves.
ORBIT/FR's systems and products provide customers with cost- effective and
user-friendly solutions to their microwave test and measurement needs, thus
allowing them to remain focused on their core competencies. The Company's
systems and products incorporate technological expertise developed and acquired
by the Company over many years.
The Company offers a wide range of standard and custom microwave test
and measurement solutions for cellular/PCS handset testing, cellular base
station testing, satellite testing, automotive testing and specialized
aerospace/defense-related testing. The Company's products include test and
measurement software, microwave receivers, positioner subsystems, as well as
other microwave products, all of which are typically incorporated into the
Company's systems. The Company's proprietary software supports the Company's own
test and measurement products as well as those manufactured by third parties.
The Company's engineers and other technical staff use their broad expertise to
assess and understand their customers' specific microwave test and measurement
needs, process orders quickly, keep delivery time to a minimum, provide
comprehensive customer support and release new software on a regular basis.
THE ORBIT/FR STRATEGY
The Company's objective is to strengthen its leadership position in
automated microwave test and measurement systems while developing products and
systems for a broader range of microwave applications. The principal elements of
the Company's strategy to reach its objective are:
OFFERING COMPREHENSIVE SOLUTIONS TO CUSTOMERS. Within the microwave
test and measurement market, new and existing customers increasingly desire to
purchase comprehensive, turnkey test and measurement systems from a single
provider. The Company addresses this desire by providing engineering and project
management services, by offering an increasingly broad product line and by
maintaining close relationships with outside component suppliers. Additionally,
the Company may periodically acquire companies with complementary products and
services that can be integrated with the Company's existing or proposed products
and systems, as it has with acquisitions of Flam & Russell and AEMI. By
acquiring suppliers of key components of microwave test and measurement systems
that the Company does not already provide, the Company believes, but cannot
assure that it will be able to increase gross margins.
MAINTAINING TECHNOLOGICAL LEADERSHIP. The Company believes that it has
sophisticated and diversified technological capabilities and intends to maintain
its technological leadership by continuously designing and developing new
software releases and hardware upgrades which offer greater performance and
higher precision.
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FOCUSING ON STANDARD PRODUCTS AND PROPRIETARY OFF-THE SHELF PRODUCTS.
Given the diversified needs of the Company's customers, no two microwave test
and measurement systems will be identical. However, the Company seeks to keep
the costs of customization to a minimum by designing and delivering specific
types of systems that maximize the use of the Company's proprietary
off-the-shelf products. This approach enables the Company to optimize its
margins while offering its customers tailor-made solutions built around proven
high-quality and reliable products.
PURSUING GROWTH IN INTERNATIONAL MARKETS. Approximately 50% of the
Company's revenues during 1998 were derived from international customers. The
Company believes that the growth of the international microwave test and
measurement marketplace over the next several years will be due in large part to
worldwide economic development, governmental policies aimed at improving the
communications infrastructure in developing countries and the increasing
globalization of commerce. The Company is devoting significant efforts to
increasing its share of the international market for microwave test and
measurement systems by strengthening and expanding its sales network through the
establishment of foreign sales and customer service centers and the appointment
of additional international sales representatives. In addition, the Company
believes it has a competitive advantage due to the duty-free status of its
products manufactured in Israel and sold into the European Union. However, due
to the U.S. Department of State's assertion of jurisdiction over the Company's
antenna measurement systems and software and radome measurement systems and
corresponding licensing requirements, delays or denials of licensing grants and
associated competitive factors could impact growth in international markets in
the future.
LEVERAGING TECHNOLOGICAL EXPERTISE TO EXPAND INTO COMPLIMENTARY
MARKETS. The Company intends to leverage its technological expertise in
microwave test and measurement systems to expand into complementary markets that
the Company believes offer high growth potential and where the Company's
technology provides competitive advantages. The Company has targeted
Electromagnetic Compatibility ("EMC") testing systems, Microwave Non-Destructive
Testing ("NDT") systems and certain non-test and measurement microwave products
as potential future markets. In light of this strategy, the Company acquired the
assets of Quantum Change/EMC Systems, Inc. on May 4, 1998. The acquisition was
key to establishing a new division responsible for the EMC market.
EMC Testing. EMC testing addresses the unintentional interaction
between electronic products due to their electromagnetic radiation. Since this
radiation may adversely affect the operation of electronic equipment, FCC
guidelines in the United States, EMC and Low-Voltage directives in the European
Union and EMC guidelines in most other foreign countries regulate the level of
electromagnetic radiation emitted from these products and require manufacturers
of electronic products to perform EMC testing. The EMC testing industry has
grown rapidly over the past few years as a result of the proliferation of
electronic devices and the resultant transition from voluntary regulatory
"guidelines" to mandatory "directives." The Company has identified certain test
and measurement needs within the overall EMC marketplace that require
capabilities similar to those which the Company has developed in the microwave
test and measurement field. The Company believes that its large customer base
among electronic equipment manufacturers would give it a significant advantage
in this marketplace.
Microwave Non-Destructive Testing. The field of NDT addresses the
problem of assessing the structural integrity of a product without having to
damage or destroy it. Current NDT methods employ ultrasonic and x-ray
technologies which have performance limitations and cannot be used under certain
circumstances. The Company believes that many of the techniques it has developed
for microwave test and measurement can be adapted to fill needs within the NDT
market.
Other Microwave Products. The Company believes that opportunities exist
to apply the Company's core technologies to the design, manufacture and
marketing of products that incorporate microwave technology. The Company intends
to continue marketing its radial power combiners, amplifiers, antennas and
mixers, and plans to develop and sell additional microwave-based products in the
future. The Company believes its large customer base will give it a competitive
advantage in marketing these products.
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SYSTEMS AND PRODUCTS
Since its founding, the Company has expanded from distributing
individual microwave test and measurement components to providing a wide range
of microwave test and measurement solutions. Components of an ORBIT/FR automated
microwave test and measurement system include proprietary software and hardware
products which can be combined into standard or customized configurations to
meet customers' specific needs. One of the Company's principal strengths is its
experienced design team that solves complex technical and practical problems.
MICROWAVE TEST AND MEASUREMENT SYSTEMS. The Company designs,
manufactures and markets automated microwave test and measurement systems. In
addition to providing most of these systems' component parts, the Company also
integrates the systems and trains its customers in use of the systems. While
most customers purchase fully integrated turnkey microwave test and measurement
systems, the Company also sells its hardware and software products individually
as replacement parts or components of custom-designed systems. The Company
offers seven types of microwave test and measurement systems. The first, antenna
measurement systems, are generic systems that can be adapted for many uses, and
the other types are designed and sold in response to well-defined microwave test
and measurement needs within specific industries. Prices for a typical ORBIT/FR
system range from $50,000 to $500,000, but large systems have been sold for over
$3 million.
Antenna Measurement Systems. All products and systems that receive or
transmit microwave signals rely on antennas. Accordingly, items such as
microwave radios, GPS receivers, field service/delivery equipment, satellite
earth stations and guided missiles need to have their antennas tested to ensure
satisfactory performance characteristics. The Company's antenna measurement
systems offer both manufacturers and service providers user-friendly and
cost-effective solutions for their antenna measurement needs. The systems test
for signal quality, direction, strength and interference and can be adapted to
perform testing in each of the stages of a product's life: development,
qualification, production and maintenance. While antenna measurement systems
differ significantly from one application to another, all of the Company's
systems incorporate a personal computer running specialized proprietary
software, a microwave receiver, a positioning subsystem, and at least one
additional antenna or probe. The systems can be designed for use in a wide
variety of different test environments, ranging from a small anechoic chamber to
an outdoor range covering several acres. The Company offers three types of
antenna measurement methods:
Far-field: Traditional method generally used outdoors
Near-field: Cost-effective indoor method using mathematical conversion tools
Compact Range: High-end indoor method using a microwave reflector
The Company also has developed advanced systems that combine these
measurement methods, such as far-field and near-field, in a single chamber.
Cellular/PCS/Pager Systems. ORBIT/FR believes it is a leader in the
design and delivery of high-performance test and measurement systems for
manufacturers of cellular/PCS handsets and pagers. The Company has developed a
standard system based on its spherical near-field technology that the Company
sells as a turnkey off-the-shelf product. The system consists of the Company's
software, receiver and positioning subsystem built into a small anechoic chamber
together with a human mannequin. The positioning subsystem allows a probe to
trace a sphere around the handset or pager held by the mannequin, thus fully
sampling the complete microwave properties of the device under test.
Cellular/PCS Base Station Systems. The Company develops and sells test
and measurement systems used to assess the microwave performance characteristics
of cellular/PCS base stations. These systems enable cellular/PCS base station
antenna manufacturers to design and build efficient and reliable products, and
they allow wireless communications service providers to monitor more efficiently
the performance of their base stations. The existing system design is based on
the Company's cylindrical near-field technology and is designed for indoor use.
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Satellite Systems. The Company develops and sells microwave test and
measurement systems for satellites which test many aspects of satellite
performance including beam location (to assess the satellite's "footprint"),
channel purity and intermodulation, gain, G/T, pattern, EIRP and TMA/TDMA
microwave timing. These systems also test the transmit and receive
characteristics of the active array antennas used on most modern satellites and
can have the ability to identify and diagnose malfunctions within these complex
antennas. The Company's satellite systems utilize either near-field or compact
range technology. Both technologies are equally effective from a test and
measurement viewpoint, but each offers certain benefits. A near-field system
offers diagnostic capabilities and is generally less expensive than a comparably
equipped compact range system, but a compact range system is faster and easier
to use.
Automotive Systems. ORBIT/FR believes it is a leader in the design and
delivery of high-performance test and measurement systems for automobile
manufacturers and manufacturers of automotive sub-assemblies. The Company's
systems incorporate both near-field and far-field technologies and are thus
capable of microwave sampling over a wide range of frequencies. A typical system
includes a large mechanical arm that sweeps over a large turntable. The car
being tested rests on the turntable, and both the turntable and the mechanical
arm are set in motion based upon instructions received from the Company's
measurement software. The systems' broad capabilities are essential given a
growing trend by automobile manufacturers to integrate advanced microwave
technologies such as cellular/PCS, GPS-based direction-finding, data transfer,
digital TV and collision-avoidance systems into their "smart" cars.
RCS Systems. The Company's Radar Cross Section ("RCS") measurement
systems transmit microwave signals towards a passive target and then measure the
energy reflected back towards the transmit source. In an RCS system, the passive
target is typically a model or full scale aircraft or missile that is mounted on
a special "low-RCS" testing pylon capable of rotating the target. Data collected
at various rotation angles and frequencies can be processed to form an
electromagnetic "image" of the target. This type of information enables the
design engineer to assess more accurately the detailed radar signature of the
target. The Company believes that it is a market leader in this field.
Radome Systems. A radome is a dome-shaped casing that is placed on the
leading edge of an aircraft or missile to protect the radar and
direction-finding equipment. A radome is typically manufactured using fiberglass
or other materials that are designed to be "transparent" to microwave signals.
Testing is performed periodically to ensure that microwave signals are not
degraded or deflected as they pass through the radome. The Company's systems are
designed to measure radome performance by analyzing the path of microwave
signals as they pass through the radome and then comparing it to the propagation
path when the radome is not present. Radome systems use far-field measurement
methods but rely on high positioning accuracy normally required by near-field
systems.
Custom Systems. From time to time, the Company designs and manufactures
custom microwave test and measurement systems for a wide variety of uses and
applications. To date, most of these systems have been built for the United
States government. The Company's broad microwave and antenna expertise has
enabled it to obtain these contracts, and the Company intends to bid for similar
jobs in the future if the expertise gained in designing such systems is deemed
to be of strategic value to the Company.
MICROWAVE TEST AND MEASUREMENT SOFTWARE PRODUCTS. ORBIT/FR offers
automatic measurement software for microwave test and measurement systems. The
Company's software products are Windows-based programs that provide the customer
with a consistent user-friendly interface with the test and measurement system.
The software products have a robust and modular structure that enables the
Company to easily add features for current and future customers. The software
uses far-field and/or near-field algorithms to generate accurate results, and
the computational methodologies used have gained acceptance throughout the
microwave test and measurement community. The software supports the Company's
own measurement equipment as well as equipment manufactured by third parties.
The Company's software products are designed to be "off-the-shelf" but are
versatile and can be customized by the Company's or the customer's technical
personnel to suit specific needs. The Company has
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delivered over 300 software installations worldwide in the price range of
$20,000-50,000 each. The Company believes that its software products are the
industry standard.
While software can vary between systems, it always consists of three
primary modules: data acquisition, data analysis and report writing. The
software's data acquisition module records actual measurements as it controls
the microwave measurement equipment, the positioning subsystem, and often the
source antenna and/or the antenna being measured. Variables such as frequency,
power level, amplitude, phase, rotary and/or linear motion, polarization,
transmit/receive switching, electrical beam pointing and polarization switching
are all controlled by the Company's measurement software. The multidimensional
results obtained are stored in a computer file for subsequent analysis. The
software's data analysis module processes the acquired data using sophisticated
microwave and signal processing algorithms developed by the Company and the
National Institute of Standards and Technology ("NIST"). The data analysis
module transforms the acquired data into easily-understood numerical information
and graphic representations, thus providing the customer with the data required
to satisfy its internal requirements and those of its own customers. The
software's report writing module can be customized to meet each customer's
needs.
MICROWAVE RECEIVERS. The microwave receiver is the device in the
automated microwave test and measurement system that measures the microwave
signals received from the antenna or device under test or, alternatively, from
the antenna collecting the backscatter from an RCS target. The Company's
microwave receivers convert and digitize the signals to put them into a computer
compatible format. They are capable of simultaneously measuring up to four
channels ranging in frequency from 50 MHz to 110 GHz. The Company believes that
its microwave receivers have a high degree of accuracy and are easy to use. The
Company has available to it a number of vendor solutions for microwave receivers
which it incorporates into the Company's test and measurement systems.
POSITIONER SUBSYSTEMS. The positioner subsystem is the collection of
equipment that holds the device under test and causes it to be moved according
to the needs of the test. A typical positioner subsystem may include the
following components:
Positioners. A positioner is the item upon which the device under test
is placed while it is being tested. The Company's positioners are rugged, yet
highly precise devices that adjust themselves in accordance with the positioning
instructions received from the measurement software. Special circuitry and
mechanical design features built into the positioner enable the data acquired
from the antenna under test to travel efficiently through the positioner to the
computer to be analyzed. The Company's simple positioners rotate around a single
axis, while the Company's more elaborate positioners incorporate up to three
axes. An automated microwave test and measurement system requires one or more
positioners. The Company offers over 200 different positioner models and
believes that its positioners are among the most accurate in the market.
Positioner Controllers and Power Control Units. The Company
manufactures positioner controllers and power control units ("PCUs") as well as
models that combine these two products into one box. Working together, the
positioner controller and the PCU act as the "translators" between the microwave
software and the positioner. The positioner controller receives digital
instructions from the microwave software and translates them into analog signals
understood by the PCU. These analog signals are then amplified by the PCU to
provide precisely calibrated DC power to the positioner's electric motors, which
then operate at a user-defined speed to move the antenna or device under test
through the desired positions. The Company offers four positioner controller
models, two PCU models and four models that combine both positioner controller
and PCU.
Planar Scanners. A planar scanner is a rectangular device that enables
a probe antenna to be moved along an x- and y-axis so that its position at any
time is known and can be exactly replicated. Planar scanners are typically
mounted vertically to enable the probe to be moved throughout the height and
width dimensions of the scanner. Scanners enable test engineers to accurately
and reliably analyze many aspects of the microwave signals radiating from the
antenna or device under test. The Company offers 24 standard scanners ranging in
size from 3 feet x 3 feet to over 100 feet x 100 feet.
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<PAGE> 12
Pylons and Model Towers. Pylons and model towers are used in many
microwave test and measurement applications and range in size from very large to
very small. Large pylons can carry substantial loads in indoor or outdoor
environments, and certain models can even support a full-sized aircraft. Pylons
are almost always used in RCS systems.
OTHER MICROWAVE PRODUCTS. The Company has developed several microwave
products used in the larger microwave industry.
Radial Power Combiners. The Company's radial power combiners offer a
highly efficient electromagnetic mechanism to combine several identical
low-energy signals together to make a single high-energy signal. Radial power
combiners have many uses, but their most common application is in high-power
microwave transmitters.
Antennas, Probes and Other Microwave Accessories. The Company designs
and manufactures antennas, probes and other microwave accessories. These
products are used in the Company's microwave test and measurement systems, and
they are also sold to customers as stand-alone items.
SALES AND MARKETING
The Company markets and sells its products in the United States through
three direct regional sales managers and through three independent sales
representatives that target specific geographic and strategic markets.
Internationally, the Company has established sales and customer service centers
in Israel and Germany and has representatives for sales, marketing and customer
support in Austria, Brazil, China, Denmark, France, Germany, India, Italy,
Japan, Singapore, South Korea, Spain, Sweden, Switzerland, Taiwan and the United
Kingdom.
The Company's engineers and other technical staff support the efforts
of the sales force. Since a customer's engineers typically play an important
role in the procurement decision, the Company's engineers work closely with them
to help them understand the advantages of the Company's products and systems.
Additional business from existing customers is pursued through the joint efforts
of both the sales force and the engineers and other technical staff who have
worked closely with the customer's engineers and who understand the customer's
needs. If a customer has already purchased a microwave test and measurement
system from ORBIT/FR, the Company believes it has an advantage over competitors
in obtaining orders for system upgrades as well as any additional systems that
the customer may wish to purchase at a later date. Typically, a substantial
portion of the Company's revenues in a given year is generated by customers for
whom the Company has previously provided products or systems.
The Company generates sales leads for new customers through referrals
from existing customers and other industry suppliers, its reputation in the
industry, advertising in trade publications and on the World Wide Web and
participation in conferences and trade shows.
CUSTOMER SUPPORT
The Company is committed to providing customer satisfaction through
superior service and support of its products. As part of that commitment,
ORBIT/FR has recently introduced the "Customer Service Response Center"
("CSRC"). The CSRC handles warranty support, field service, technical support,
training, service contracts, spare parts and user documentation. Through a
trained customer service representative and a direct phone number
(1-800-ORBIT59) the Company is positioned to provide solutions upon
notification. Orbit/FR's customer service capabilities are achieved by providing
comprehensive training through offices located in the US, Europe and Israel.
12
<PAGE> 13
CUSTOMERS
The Company has installations with customers in the wireless
communications, satellite, automotive and aerospace/defense industries.
Representative customers that have purchased systems from the Company include:
Wireless Communications..Alcatel,
Andrew, AT&T, Bell Atlantic, Bosch
Telecom, British Telecom, Celwave,
Daewoo, Ericsson, GTE, IBM, ITT,
Korea Mobile Telecom, Lucent
Technologies, Motorola, NEC, Nokia,
Northern Telecom, NTT, Qualcomm,
RCA, SiemensPlessey and Telebras.
Satellite ...............DASA, Elenia Spazio, Harris, Hughes Space and
Communications, Lockheed Martin, Space Systems/Loral,
Matra Marconi Space, Raytheon and TRW.
Automotive.............. BMW, Ford, Mitsubishi, SAAB, Samsung and Toyota.
Aerospace/Defense .......Aerospatiale, Ball Aerospace, Boeing, British
Aerospace, Dassault, General Electric, Hughes Aircraft
Israel Aircraft Industry, ITT Avionics, Lockheed
Martin/Loral, McDonnell Douglas, Mitsubishi Heavy
Industries, NASA, Northrop-Grumman, Pratt & Whitney,
Racal Avionics, Raytheon E-Systems, Rockwell
International, SAAB Missiles, SPAR Aerospace, Texas
Instruments, Tracor/AEL and the United States Air
Force, Army and Navy.
The Company's customers are located in the Americas (the United States,
Canada, Brazil and Argentina), Europe (the United Kingdom, France, Germany,
Italy, Holland, Spain, Austria, Denmark, Poland, Finland, Norway, Sweden,
Switzerland and Portugal) and throughout the rest of the world (Japan, Korea,
Thailand, Taiwan, Singapore, Indonesia, Israel, Australia and South Africa). See
note 9 of the Notes to Consolidated Financial Statements of the Company for a
discussion of the geographic concentration of the Company's revenues.
PRODUCTION AND SUPPLIERS
The Company's engineers, based in Horsham, Pennsylvania, Santee,
California, Munich, Germany and Israel, are responsible for product design and
development and for overseeing the production of the Company's products. While
the Company maintains a production facility in Horsham, most of the production
of the Company's products is performed by subcontractors. Alchut is currently
the Company's principal subcontractor for electro-mechanical production,
primarily in connection with the manufacturing of positioners. The Company
believes that Alchut currently offers the best available combination of quality,
reliability and price. By giving three months notice, the Company has the right
to select any other subcontractor.
While the Company produces most of the component parts for its
microwave test and measurement systems, it purchases certain components from
outside vendors for turnkey microwave test and measurement systems, including
personal computers, shielded enclosures and microwave absorbers. The acquisition
of AEMI has enabled the Company to add microwave absorbers to its product line,
and part of the Company's strategy is to seek future acquisitions that will
further reduce its dependence on outside suppliers.
BACKLOG
At December 31, 1998 and 1997, the Company's backlog was approximately
$4.4 million and $4.1 million, respectively. The Company includes in backlog
only those orders for which it has received and accepted a completed purchase
order. Such orders are generally subject to cancellation by the
13
<PAGE> 14
customer with payment of a specified charge. The delivery lead time on the
Company's products and systems generally averages approximately three months,
but can be as short as a few days and as long as 12 months. Due to the licensing
requirements on exports, the delivery lead time could be longer. Because of the
possibility of customer changes in delivery schedules, cancellation of orders
and potential shipment delays, the Company's backlog as of any particular date
may not be representative of actual sales for any succeeding period.
RESEARCH AND DEVELOPMENT
The Company believes that its future success depends on its ability to
adapt to rapidly changing technological circumstances within the industries it
serves and to continue to meet the needs of its customers. Accordingly, the
timely development and introduction of new products is essential to maintain the
Company's competitive position. The Company develops all of its products
in-house and currently has a research and development staff which includes five
engineers. A significant portion of the Company's research and development
efforts has been conducted in direct response to the specific requirements of
customers' orders, and, accordingly, such amounts are included in the cost of
sales when incurred and the related funding is included in net revenues at such
time. Research and Development expenses of the Company for fiscal years ended
December 31, 1998, 1997 and 1996 were $890,000, $1,228,000 and $581,000
respectively.
In the past, the Company benefited from research and development grants
from the Israeli government through the Chief Scientist program, and through
BIRD, a joint United States/Israeli government program and the SBIR program. The
Company presently does not benefit from these technology based programs. The
Company believes that its business, operating results and financial condition
would not be materially adversely affected if it were to lose its ability to
obtain research and development funding through these programs in the future.
The Company plans to leverage this technology base to develop additional
products for commercial applications.
COMPETITION
The Company believes that its current systems and products compete
effectively with the systems and products offered by its competitors on the
basis of product functionality, speed and accuracy, reliability, price, ease of
use and technical support. The market for automated microwave test and
measurement products, systems and services, however, is highly competitive and
is characterized by continuing advances in products and technologies. In
general, competition in this market comes from major microwave test and
measurement vendors, some of which have a longer operating history,
significantly greater financial, technical and marketing resources, greater name
recognition and a larger installed customer base than the Company. These
companies also have established relationships with current and potential
customers of the Company. The Company also competes, on a limited basis, with
the internal development groups of its existing and potential customers, many of
whom design and develop parts of their own microwave test and measurement
systems. The Company's business, operating results and financial condition could
be materially adversely affected by such competition. The Company's primary
competitors in the microwave test and measurement market are MI Technology
(formerly Scientific Atlanta's microwave division), Nearfield Systems, Aeroflex,
System Planning Corporation and Rantec/ESCO.
PROPRIETARY RIGHTS
The Company is heavily dependent on its proprietary technology. The
Company relies on a combination of confidentiality agreements with its
employees, license agreements, copyrights, trademarks and trade secret laws to
establish and protect rights to its proprietary technology. The Company does not
hold any material patents. All of the Company's software is shipped with a
security lock which limits software access to authorized users. Generally, the
Company does not license or release its source code. Effective copyright and
trade secret protection of the Company's proprietary technology may be
unavailable or limited in certain foreign countries.
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<PAGE> 15
EMPLOYEES
As of December 31, 1998, the Company had a total of 86 employees,
including five in software and research and development, 25 in engineering and
program management, 13 in sales, marketing and customer support services, 28 in
production and 15 in administration. Forty one employees are located at the
Company's headquarters in Horsham, Pennsylvania, 26 are located in California,
13 are located in Israel, and six are located in Germany. None of the Company's
employees is represented by a collective bargaining agreement, nor has the
Company experienced any work stoppage. The Company considers its relations with
its employees to be good.
ITEM 2. PROPERTIES
The Company occupies approximately 20,000 square feet of space at its
headquarters in Horsham, Pennsylvania under a lease expiring in October 2003.
The current annual base rent is approximately $210,000. The Company also
maintains an engineering facility in Israel, a technical support and program
management center in Germany, and its manufacturing facilities in Santee,
California. The Company's current aggregate annual rental expenses for these
additional facilities are approximately $137,000.
ITEM 3. LEGAL PROCEEDINGS
On June 23, 1998, the Company reported that it was subject to a pending
investigation by the U.S. Customs Service, related to its past export practices.
The Company is currently in discussions with the U.S. Attorney's Office in
Philadelphia, which is supervising the investigation, in an effort to reach a
mutually acceptable resolution of the investigation. Such a resolution could
include an admission by the Company of a violation of U.S. export control laws.
Even if such resolution were achieved, the Company could be subject to a maximum
penalty of $1 million for each violation. Additionally, the Company could be
subject to various export restrictions, including debarment for a period of up
to three years. The Company is unable to estimate its maximum penalty, however
based upon the available information at December 31, 1998, the Company has
accrued its best estimate of the costs associated with the resolution of the
investigation, including legal expenses and possible penalties. At this time the
Company is unable to predict the outcome of the discussions or the
investigation, and there is no assurance that such outcomes will not have a
material adverse affect on the Company. The Company is not currently party to
any additional material legal proceedings and is not aware of any other
threatened litigation, unasserted claims or assessments that could have a
material adverse effect on the Company's business, operating results or
financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 1998 Annual Meeting of Stockholders of ORBIT/FR, Inc. was held on
December 15, 1998. At such meeting the Company's slate of directors were
selected for a one year term.
The voting results are as follows:
<TABLE>
<CAPTION>
FOR WITHHELD
<S> <C> <C>
Ze'ev Stein 3,700,000 72,973
Joseph Aviv 3,700,000 72,973
Irwin Gross 3,700,000 72,973
Shimon Alon 3,700,000 72,973
</TABLE>
Additionally, the Company's selection of its auditors, Ernst and Young,
LLP as ratified. The voting results of such ratification were as follows:
3,700,000 for; zero against and 72,973 abstaining.
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<PAGE> 16
ITEM 4.1 EXECUTIVE OFFICERS AND KEY EMPLOYEES
The following table sets forth certain information regarding the
Company's executive officers, and certain key employees, who are not directors.
NAME AGE POSITION
- -------------------- -------------------------------------------------
Ze'ev Stein 46 Chairman, Acting Chief Executive Officer
William A. Torzolini 38 VP Finance, Chief Financial Officer
Michael J. Hart, Sr. 46 VP EMC Division
Thomas J. Burke 38 VP Sales and Marketing
John Aubin 45 VP Systems
Moshe Pinkasy 48 Chief Executive Officer of Engineering
Marcel Boumans 41 Managing Director of European Operations
Gabriel Sanchez 47 Chief Operating Officer, AEMI
Zeev Stein has served as Chairman of the Board and acting Chief
Executive Officer of the Company since October 1998. He has also served as a
Director of the Company and its predecessor since March 1996. Since July 1994,
Mr. Stein has served as a Director of Alchut and since September 1996, Mr. Stein
has also served as the Vice-President of Operations of Alchut. From 1991 to
1996, Mr. Stein was the General Manager of Stein Special Art, Ltd., located in
Ra'anana, Israel.
William A. Torzolini has served as Vice President of Finance and Chief
Financial Officer for the Company since May of 1998. From 1990 to 1998 Mr.
Torzolini was employed at Novacare, Inc., a national provider of rehabilitation
healthcare services in various senior management roles including Vice President
of Finance and Chief Financial Officer of Novacare's Outpatient Division.
Michael J. Hart, Sr. has served as the Vice President of the EMC
Division since joining the Company in May 1998. Mr. Hart was the President of
Quantum Change/EMC Systems, Inc., a privately held company specializing in
software for the electromagnetic compatibility (EMC) marketplace. The
significant assets of Quantum Change/EMC Systems, Inc. were purchased by the
Company in May 1998. From January 1980 through November 1994, Mr. Hart was the
President of Electro-Mechanics Company, a privately held manufacturer of EMC
components.
Thomas J. Burke has served as Vice President of Sales and Customer
Service for the Company since September 1998. From 1996 through 1998, Mr. Burke
was employed as the Director - Worldwide Sales and Customer Service for Robotic
Vision Systems Inc. From 1993 through 1996, Mr. Burke served in various
capacities at Kulicke & Soffa Industries, Inc.
John Aubin has served as the Far Field/RCS Strategic Business Unit
Director of the Company since June 1996. From 1991 to 1996, Mr. Aubin was Vice
President in charge of the Antenna Measurement Business Area for Flam & Russell.
Moshe Pinkasy has served as the Chief Executive Officer of Engineering
since January 1997. From February 1996 to December 1996, Mr. Pinkasy was
Alchut's Manager of the Microwave Test and Measurement Business in Israel. From
1992 to 1996, Mr. Pinkasy served, in various capacities, as the Mechanical
Engineering Department Manager for Alchut.
Marcel Boumans has served as the Managing Director of European
Operations of the Company since March 1997. From June 1995 to March 1997, Mr.
Boumans was a Systems Design Engineer for Dornier Satelliten Systeme GmbH, the
satellite systems subsidiary of Daimler-Benz Aerospace. From 1990 to 1995, Mr.
Boumans was a Systems Design Engineer for Dornier GmbH, the communications and
defense subsidiary of Daimler-Benz Aerospace.
Gabriel Sanchez has served as President of AEMI since its establishment
in March of 1980. Prior to that period, Mr. Sanchez worked for Plessy Microwave
and Emerson and Cumming.
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<PAGE> 17
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Since the Company's initial public offering on June 17, 1997, the
Company's Common Stock has been traded on the National Market of the Nasdaq
Stock Market under the symbol "ORFR." The following table sets forth the high
and low sale prices for the Common stock reported by Nasdaq for the periods
indicated.
<TABLE>
<CAPTION>
1998 1997
---- ----
YEAR ENDED DECEMBER 31, HIGH LOW HIGH LOW
---- ---- ---- ---
<S> <C> <C> <C> <C>
First Quarter $18 $10 1/4 -- --
Second Quarter $15 1/4 $5 $10 7/8 $8 1/2
Third Quarter $8 5/8 $2 $31 3/4 $9 1/8
Fourth Quarter $5 5/8 $1 1/4 $24 3/4 $12 5/8
</TABLE>
On March 12, 1999, there were 33 holders of record of Common Stock.
Based on information received by the Company from its stock transfer agent, the
Company believes that there are approximately 2,800 beneficial owners of its
common stock.
The Company has never paid any cash dividends on its Common Stock and
does not intend to pay cash dividends on its Common Stock in the foreseeable
future. The Company currently intends to reinvest its earnings, if any, in the
development and expansion of the Company's business. Any future declaration of
cash dividends will be at the discretion of the Company's Board of Directors and
will depend upon the earnings, capital requirements and financial position of
the Company, general economic conditions and other pertinent factors.
The Company's registration statement on Form S-1 (File No. 333-25015)
was declared effective by the Securities and Exchange Commission on June 17,
1997. The net proceeds of the offering amounted to $14,108,000.
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<PAGE> 18
ITEM 6. SELECTED FINANCIAL DATA
Consolidated Statement of Operations Data:
(amounts in thousands, except per Fiscal Year ended December 31,
<TABLE>
<CAPTION>
1998 1997 1996 1995 1994
-----------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenues $ 11,913 $ 22,055 10,404 $ 8,299 $ 7,171
Cost of revenues 10,563 13,227 6,450 5,446 5,265
-------- -------- -------- -------- --------
Gross profit 1,350 8,828 3,954 2,853 1,906
General and administrative 2,747 1,552 1,315 864 989
Sales and marketing 1,870 1,527 791 994 786
Research and development 890 1,228 581 239 237
Other charges 2,300 -- -- -- --
-------- -------- -------- -------- --------
Operating income (loss) (6,457) 4,521 1,267 756 (106)
Other income 653 379 3 38 71
-------- -------- -------- -------- --------
Income (loss) before income taxes (5,804) 4,900 1,270 794 (35)
Income tax expense (benefit) (1,673) 1,774 439 301 (119)
-------- -------- -------- -------- --------
Net income (loss) $ (4,131) $ 3,126 $ 831 $ 493 $ 84
======== ======== ======== ======== ========
Basic earnings (loss) per share $ (.68) $ 0.61 $ 0.21 $ 0.12 $ 0.02
======== ======== ======== ======== ========
Diluted earnings (loss) per share $ (.68) $ 0.60 $ 0.21 $ 0.12 $ 0.02
======== ======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
Consolidated Balance Sheet Data: December 31,
-----------------------------------------------------
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Working capital $ 12,964 $ 19,635 $ 3,270 $ 3,875 $ 3,300
Total assets 23,005 28,654 9,903 6,799 7,674
Total long term debt -- 2,957 2,722 3,220 3,129
Stockholder's equity 15,402 19,093 1,859 1,028 535
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997
Revenues. Revenues for the year ended December 31, 1998 were $11.9
million compared to $22.1 million for the year ended December 31, 1997, a
decrease of approximately $10.2 million or 46%. Approximately $9.7 million of
the decrease was attributable to the aerospace/defense market which experienced
sharp declines in Asia and U.S. Government contracts along with decreases in the
satellite market of $0.8 million, partially offset by an increase in the
wireless market of $0.4 million. U.S. sales led the biggest decline by
approximately $6.3 million followed by lower Asian sales of $2.6 million and
European sales of $1.3 million. The licensing restrictions imposed on the
Company by the U.S. State Department in 1998 caused delays on many European and
Asian contracts, also leading to the declines. Such licensing restrictions may
continue to cause delays, and in some cases denials, of licenses to export
certain of the Company's products and services.
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<PAGE> 19
Cost of revenues. Cost of revenues for the year ended December 31, 1998
were $10.6 million compared to $13.2 million for the year ended December 31,
1997, a decrease of approximately $2.7 million or 20.1%. Gross margins decreased
to 11.3% for the year ended December 31, 1998 from 40.0% for the year ended
December 31, 1997, as a result of losses resulting from delays and uncertainties
on certain exports related to licensing and other related charges combined with
the revenue declines associated with the same and general slowness in the
antenna test and measurement market.
General and administrative expenses. General and administrative
expenses for the year ended December 31, 1998 were $2.7 million compared to $1.6
million for the year ended December 31, 1997, an increase of approximately $1.2
million or 77.0%. As a percentage of revenues, general and administrative
expenses increased from 7.0% for the year ended December 31, 1997 to 23.1% for
the year ended December 31, 1998. The increase was due primarily to a charge of
$200,000 relating to the collectability of China receivables, approximately
$225,000 of full period impact for the AEMI acquisition, additional legal
expenses of $130,000, additional bad debts of $65,000 with the remaining
difference relating to investment in senior finance and general management.
Sales and marketing expenses. Sales and marketing expenses for the year
ended December 31, 1998 were $1.9 million compared to $1.5 million for the year
ended December 31, 1997, an increase of approximately $0.4 million or 22.5%. As
a percentage of revenues, sales and marketing expenses were 15.7% for the year
ended December 31, 1998, an increase from 6.9% for the year ended December 31,
1997. Additional investment in sales activity in ORBIT/FR Engineering, LTD
(Israel) and ORBIT/FR Europe (Germany) accounted for $120,000 of this increase,
while the full period impact of AEMI accounted for $90,000 and the remaining
difference is attributable to investments in senior management and direct sales
staff.
Research and development expenses. Research and development expenses
for the year ended December 31, 1998 were $890,000 compared to $1,228,000 for
the year ended December 31, 1997, a decrease of $338,000 or 27.5% due mainly to
reduced customer funded R&D projects.
Other charges. Other charges for the year ended December 31, 1998 were
approximately $2.3 million compared to no expense for the year ended December
31, 1997. The expense represented costs associated with the acquisition of RDL,
Inc. which did not occur, expenses stemming from the Company's internal
investigation over the U.S. Customs matter including an estimate to settle the
case with the U.S. Attorney, including related legal charges and charges related
to the Company's requirement to adopt revised export procedures in light of the
new export classification of its products.
Income taxes. Income tax benefit for the year ended December 31, 1998
was $1.7 million compared to an expense of $1.8 million for the year ended
December 31, 1997, a decrease of $3.5 million due principally to the loss
incurred during 1998. The Company's effective tax rate decreased from 36.2% for
the year ended December 31, 1997 to 28.8% for the year ended December 31, 1998.
This was due mainly to the non deductibility of certain Other Charges related to
the U.S. Customs matter.
YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996
Revenues. Revenues for the year ended December 31, 1997 were $22.1
million compared to $10.4 million for the year ended December 31, 1996, an
increase of approximately $11.7 million or 112%. Revenues from microwave test
and measurement accounted for all of this increase. Approximately $7.2 million
of the increase was attributable to the aerospace/defense industry which
resulted from an improvement in the Company's ability to capture opportunities
within that industry (significantly as a result of the acquisition of Flam and
Russell in June 1996) with some growth in the industry's domestic commercial
sector. Approximately $3.9 million of the increase was attributable to the
wireless communications industry, with $.7 million attributable to the satellite
industry. The automotive industry declined by $.1 million. AEMI revenues of
approximately $2.8 million recorded since the June 17, 1997 acquisition are
included in the above amounts.
19
<PAGE> 20
Cost of revenues. Cost of revenues for the year ended December 31, 1997
were $13.2 million compared to $6.5 million for the year ended December 31,
1996, an increase of approximately $6.7 million or 105%. Gross margins rose from
38% for the year ended December 31, 1996 to 40% for the year ended December 31,
1997, as a result of increased efficiencies in the Company's solution, design,
production and installation stages, as well as increasing use of the Company's
standard off-the-shelf components in its turnkey systems, plus an increased role
for higher margin software sales, and the addition of AEMI's high gross margin
products since June 17, 1997.
General and administrative expenses. General and administrative
expenses for the year ended December 31, 1997 were $1,552,000 compared to
$1,315,000 for the year ended December 31, 1996, an increase of approximately
$237,000 or 18%. AEMI accounts for approximately $254,000 of this increase, and
is offset by a slight decrease in Orbit Advanced Technology Inc.'s general and
administrative expenses. As a percentage of revenues, general and administrative
expenses decreased from 12.6% for the year ended December 31, 1996 to 7% for the
year ended December 31, 1997 due to an increase in revenues without a
corresponding increase in general and administrative expenses.
Sales and marketing expenses. Sales and marketing expenses for the year
ended December 31, 1997 were $1,527,000 compared to $791,000 for the year ended
December 31, 1996, an increase of approximately $736,000 or 93%. As a percentage
of revenues, sales and marketing expenses were 6.9% for the year ended December
31, 1997, a decrease from 7.6% for the year ended December 31, 1996.
Approximately $226,000 of this increase represents higher commissions due to
increased sales, while approximately $196,000 of this increase is attributable
to AEMI. The opening of the European office accounts for another $86,000, while
the remaining $228,000 reflects increased sales force and marketing activity
around the world.
Research and development expenses. Research and development expenses
for the year ended December 31, 1997 were $1,228,000 compared to $581,000 for
the year ended December 31, 1996, an increase of $647,000 or 111%. This increase
reflected the additional development and improvement of the Company's software
and hardware products for the Company's solutions for the wireless, automotive,
satellite and aerospace markets.
Other Income. Other income for the year increased $376,000 due principally
to the interest earnings on the initial public offering funds.
Income taxes. Income tax expense for the year ended December 31, 1997
was $1,774,000 compared to $439,000 for the year ended December 31, 1996, an
increase of $1,335,000. The Company's effective tax rate increased slightly from
35% for the year ended December 31, 1996 to 36% for the year ended December 31,
1997 due to a lower proportion of the Company's income being generated by its
operations in Israel where the tax rate is lower.
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company has satisfied its working capital
requirements through cash flows from its operations. Recent reductions in
revenues and increased costs associated with Other Charges as described above
and in the accompanying notes to consolidated financial statements, have
reversed this trend and caused recent negative cash flows from operations. The
Company has two working capital bank lines of credit aggregating $2,150,000. At
December 31, 1998, no amounts under these lines were outstanding. These lines of
credit were renewed in April 1998, and bear interest at rates ranging from 0.5%
to 1.5% over the bank's prime rate and are secured by accounts receivable. The
line of credit agreements require the Company to comply with certain financial
performance covenants with which the Company was in compliance at December 31,
1998. At December 31, 1998, the Note Payable to Parent of $2,722,000 represented
a non-interest bearing promissory note owed by ORBIT/FR Engineering, Ltd., the
Company's Israeli subsidiary to Orbit-Alchut Technologies, Ltd., the majority
shareholder of the Company for the transfer by Alchut of working capital at the
end of 1996. This note is due in December 1999.
Net cash used in operating activities during 1998 amounted to
approximately $3.3 million compared to approximately $1.1 million provided by
operating activities in 1997. The most significant
20
<PAGE> 21
change in net cash provided by or used in operating activities resulted from the
Company posting a $4.1 million net loss during the year ended December 31, 1998,
compared to a $3.1 million net profit during the year ended December 31, 1997.
Accounts receivable provided $2.2 million of operating cash during the year
ended December 31, 1998, while using $647,000 during the same period of 1997.
The change in the Company's costs and estimated earnings in excess of billings
on uncompleted contracts provided approximately $745,000 of operating cash
during the year ended December 31, 1998, while using $1.9 million during the
same period in 1997. An additional use of cash from operating activities during
the year ended December 31, 1998 was the reduction in the Company's income taxes
payable at December 31, 1997 for $719,000, while approximately $641,000 was
provided by the change in income tax payable during the year ended December 31,
1997. This variance is mainly due to the Company recording a $1.7 million income
tax benefit for the year ended December 31, 1998 due to the loss incurred.
Net cash used in investing activities decreased to $583,000 for the
year ended December 31, 1998 from $745,000 for the year ended December 31, 1997
due mainly to the AEMI acquisition.
Net cash provided by financing activities in 1997 amounted to
approximately $14.1 million, completely due to the proceeds raised in connection
with the Company's initial public offering, net of offering expenses paid.
During 1998 net cash used in financing activities related to the Company's
purchase of treasury stock in the amount of $162,000.
During 1998, the Company incurred capital expenditures of approximately
$330,000, a portion of which was used to improve the Company's hardware and
software tools, and by its initial investment in information systems for the
Company and its subsidiaries. In 1999 the Company plans to invest funds on the
implementation of strategic systems.
The Company has exposure to currency fluctuations as a result of
billing certain of its contracts in foreign currency. When selling to customers
in countries with less stable currencies, the Company bills in U.S. dollars. For
the year ended December 31, 1998, approximately 3% of the Company's revenues was
billed in currencies other than U.S. dollars. Substantially all of the costs of
the Company's contracts, including costs subcontracted to Alchut, have been, and
will continue to be, U.S. dollar-denominated except for wages for employees of
the Company's foreign subsidiaries, which are denominated in local currency. The
Company intends to continue to enter into U.S. dollar-denominated contracts.
INFLATION AND SEASONALITY
The Company does not believe that inflation or seasonality has had a
significant effect on the Company's operations to date.
IMPACT OF YEAR 2000
Some of the Company's older computer systems were written using two
digits rather than four to define the applicable year. As a result, those
computer programs have time-sensitive software that recognize a date using "00"
as the year 1900 rather than the year 2000. This could cause a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices, or engage
in similar normal business activities.
The Company has completed an assessment and will have to modify or
replace portions of its software so that its computer systems will function
properly with respect to dates in the year 2000 and thereafter. The total year
2000 project cost is estimated to be less than $200,000 which includes up to
$150,000 for the purchase of new software that will be capitalized and $50,000
that will be expensed as incurred. To date, the Company has incurred and
expensed approximately $5,000 primarily for the assessment of the year 2000
issue and the development of a modification plan for the purchase of new
software. The project is estimated to be completed no later than September 30,
1999, which is prior to any anticipated impact on its operating systems. The
Company believes that due to its planned modifications to existing software and
conversions to new software, the year 2000 issue will not pose significant
operational problems for its computer systems. However, if such modifications
and conversions are not made, or are not completed timely, the year 2000 issue
could have a material impact on the operations of the Company.
21
<PAGE> 22
The Company believes that all of its products are year 2000 compliant
except for its FR959 Antenna & RCS Measurement System Software and its FR944
Digital Pattern Recorder Software. New versions of these products are nearing
completion and will be available by June, 1999.
With respect to third parties, many of the Company's customers order
products from the Company using ECHO(R), the Company's proprietary software
system, which is year 2000 compliant. The Company also utilizes Electronic Data
Interchange ("EDI"). The Company is partially complete with its remediation
efforts relating to EDI software and expects to be complete by June, 1999.
The Company is currently in process of developing contingency plans to
address the Year 2000 risks as necessary. The Company plans to evaluate the
status of completion of its year 2000 efforts by May, 1999 and to determine what
contingency plans are necessary at that time. As part of the plan, the Company
will survey its key suppliers to determine the extent to which the systems of
such suppliers are year 2000 compliant, and the extent to which the Company
could be affected by the failure of such third parties to be year 2000
compliant. At this time the Company cannot estimate the impact of the failure of
such third parties to be year 2000 compliant. In the normal course of business,
the Company has contingency plans for disruption of business events and intends
to augment those plans with specific Year 2000 considerations.
The costs of the project and the date on which the Company believes it
will complete the year 2000 modifications are based on management's best
estimates, which were derived utilizing numerous assumptions of future events,
including the continued availability of certain resources and other factors.
However, there can be no guarantee that these estimates will be achieved and
actual results could differ materially from those anticipated. Specific factors
that might cause such material differences include, but are not limited to the
availability and cost of personnel trained in this area, the ability to locate
and correct all relevant computer codes, and other similar uncertainties.
IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board issued Statement
No. 130, Reporting Comprehensive Income (SFAS 130). SFAS 130 established the
standards for reporting and display of comprehensive income and its components
in the financial statements. The only item of other comprehensive income (loss)
which the Company currently reports is the foreign currency translation
adjustments, which have been insignificant to date. The adoption of SFAS 130 did
not have an impact on the Company's financial position.
In June 1997 the Financial Accounting Standards Board issued Statement
No.131, Disclosures about Segments of an Enterprise and Related Information
(SFAS 131), which was adopted in 1998. SFAS 131 established standards for
reporting information about operating segments in annual financial statements.
It also establishes standards for related disclosures about products and
services, geographic areas and major customers. The Company operates in one
industry segment. Information related to certain concentration disclosures is
contained in Note 9 to the consolidated financial statements.
In June 1998 the financial Accounting Standards Board issued Statement
No. 133, Accounting for Derivatives and Hedging Activities (SFAS 133), which
established accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives), and for hedging activities. SFAS 133
is effective for fiscal years beginning after June 15, 1999. Because the Company
has never used or currently intends to use derivatives, management does not
anticipate that adoption of this new standard will have a significant impact on
the results of operations or the financial position of the Company.
CERTAIN FACTORS
Certain information contained in this Form 10-K contains forward
looking statements (as such term is defined in the Securities Exchange Act of
1934 and the regulations thereunder), including without limitation, statements
as to the Company's financial condition, results of operations and liquidity and
22
<PAGE> 23
capital resources and statements as to management's beliefs, expectations or
options. Such forward looking statements are subject to risks and uncertainties
and may be affected by various factors which may cause actual results to differ
materially from those in the forward looking statements. Certain of these risks,
uncertainties and other factors are discussed in Item 1. "Business", Item 7
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and those set forth below.
RAPID TECHNOLOGICAL CHANGE. The microwave test and measurement industry
is characterized by rapid technological change. The Company's future success
will depend upon its ability continually to enhance its current products and to
develop and introduce new products that keep pace with the increasingly
sophisticated needs of its customers and the technological advancements of its
competitors. There can be no assurance that the Company will be successful in
developing and marketing product enhancements or new products that will
adequately meet the requirements of the marketplace.
DEPENDENCE ON PROPRIETARY TECHNOLOGY. The Company's success is heavily
dependent upon its proprietary technology. The Company does not currently have
any material patents and relies principally on trade secret and copyright laws
to protect its technology. However, there can be no assurance that these steps
will prevent misappropriation of its technology. Moreover, third parties could
independently develop technologies that compete with the Company's technologies.
Although the Company believes that its products and proprietary rights do not
infringe patents and proprietary rights of third parties, there can be no
assurance that infringement claims, regardless of merit, will not be asserted
against the Company. In addition, effective copyright and trade secret
protection of the Company's proprietary technology may be unavailable or limited
in certain foreign countries.
RISKS ASSOCIATED WITH ACQUISITIONS. In the normal course of business,
the Company evaluates potential acquisitions that would complement or expand its
business. There can also be no assurance that the Company will be able to
successfully integrate the business and operations of any business acquired in
the future. There can be no assurance that the Company will not incur
disruptions and unexpected expenses in integrating such acquisitions. In
attempting to make acquisitions, the Company often competes with other potential
acquirers, many of which have greater financial and operational resources.
Furthermore, the process of evaluating, negotiating, financing and integrating
acquisitions may divert management time and resources. There can be no assurance
that any acquisition, when consummated, will not materially adversely affect the
Company's business, operating results or financial condition.
DEPENDENCE ON ALCHUT; OPERATIONS IN ISRAEL. The Company maintains and
will continue to maintain a number of relationships with Alchut, the major
stockholder of the Company. Alchut is the Company's principal subcontractor for
electro-mechanical production, primarily in connection with the production of
positioners. In addition, Alchut provides general and administrative services
for the Company's operations in Israel. Effective January 1, 1999, the Company
and Alchut entered into an agreement under which Alchut will continue to provide
these services for at least one year. Alchut maintains its production
operations, and the Company maintains part of its engineering operations, in
Israel. As a result, the Company may be directly influenced by the political,
economic and military conditions affecting Israel.
RISKS OF FIXED-PRICE CONTRACTS. Virtually all of the Company's
contracts for its systems and products are on a fixed-price basis. The
profitability of such contracts is subject to inherent uncertainties as to the
cost of completion. In addition to possible errors or omissions in making
initial estimates, cost overruns may be incurred as a result of unforeseen
obstacles, including both physical conditions and unexpected problems in
engineering, design or testing. Since the Company's business may at certain
times be concentrated in a limited number of large contracts, a significant cost
overrun on any one contract could have a material adverse effect on the
Company's business, operating results and financial condition.
RISKS ASSOCIATED WITH ENTERING NEW MARKETS. The Company has identified
and is evaluating whether to enter into certain complementary markets. The
Company's success in these markets will depend on, among other factors, the
Company's ability to identify markets and develop technologies for such markets
on a timely basis, hire and retain skilled management, financial, marketing and
engineering
23
<PAGE> 24
personnel, successfully manage growth and obtain capital sufficient to finance
such expansion. There can be no assurance that the Company will successfully
enter these markets.
MANAGEMENT OF GROWTH. The Company believes that growth will be required
to maintain the Company's competitive position. Future growth, coupled with the
rapid evolution of the Company's markets, has placed, and is likely to continue
to place, significant strains on its management, administrative, operating and
financial resources, as well as increased demands on its internal systems,
procedures and controls. The Company's ability to manage future growth will
require the Company to continue to improve its financial and management
controls, reporting systems and procedures on a timely basis, to implement new
systems as necessary and to expand, train, motivate and manage its sales and
technical personnel. There can be no assurance that the Company will be able to
manage its growth successfully. Failure to do so could have a material adverse
effect on the Company's business, operating results and financial condition.
RISKS ASSOCIATED WITH INTERNATIONAL SALES. In 1998, international sales
comprised approximately 50% of the Company's total sales, and the Company
expects its international business to continue to account for a material part of
its revenues. International sales are subject to numerous risks, including
political and economic instability in foreign markets, restrictive trade
policies of foreign governments, inconsistent product regulation by foreign
agencies or governments, imposition of product tariffs and burdens and costs of
complying with a wide variety of international and U.S. export laws and
regulatory requirements. The recent exertion of jurisdiction over certain
products by the U.S. State Department produces additional risks for future
exports. With the jurisdiction change, all foreign sales of the Company's
antenna measurement systems and software and radome measurement systems require
licensing. Delays in the process can lead to additional costs and the risk of
customer retention. The U.S. State Department may also deny a license to sell
certain products and services. There can be no assurance that the Company will
be able to continue to compete successfully in international markets or that its
international sales will be profitable. Approximately 97% of the Company's sales
in 1998 were denominated in U.S. dollars. Accordingly, the Company believes that
it does not have significant exposure to fluctuations in currency. However,
fluctuations in currency could adversely affect the Company's customers.
POTENTIAL FLUCTUATIONS IN QUARTERLY RESULTS. The Company's operating
results have varied from quarter to quarter in the past and may vary
significantly in the future depending on factors such as the size and timing of
significant contracts, the mix of third party products and the Company's
proprietary products included in a particular contract, customers' budgetary
constraints, increased competition, the timing of new product announcements and
changes in pricing policies by the Company or its competitors, market acceptance
of new and enhanced versions of the Company's products, changes in operating
expenses and changes in general economic factors and export license delays and
denials. The Company's expense levels are based, in part, on its expectations as
to future revenue levels. If the Company's revenue levels were to be below
expectations, the Company's operating results would likely be materially
adversely affected.
DEPENDENCE ON QUALIFIED TECHNICAL PERSONNEL. The Company's operating
results depend in large part upon the efforts of its microwave, software and
systems engineers. The success of the Company's business therefore depends on
its ability to attract and retain engineers and other technical personnel. There
are a limited number of microwave engineers, and such individuals are sought
both by microwave test and measurement companies such as the Company and by
manufacturers of wireless products and telecommunications service providers.
Competition for such personnel is intense. The Company has at times experienced
difficulty in recruiting and retaining technical personnel, and there can be no
assurance that the Company will not experience difficulties in the future in
attracting and in retaining technical personnel.
DEPENDENCE ON KEY PERSONNEL. The success of the Company depends to a
significant degree upon the contribution of its executive officers and other key
personnel. There can be no assurance that the Company will be able to retain its
managerial and other key personnel or to attract additional managerial and other
key personnel if required.
24
<PAGE> 25
PRODUCT LIABILITY; RISK OF PRODUCT DEFECTS. The sale of products and
systems by the Company may entail the risk of product liability and related
claims. A product liability claim brought against the Company could have a
material adverse effect upon the Company's business, operating results and
financial condition. Complex software and system products, such as those offered
by the Company, may contain defects or failures when introduced or when new
versions are released. There can be no assurance that, despite testing by the
Company, errors will not be found in new products after commencement of
commercial shipments, resulting in loss of market share or failure to achieve
market acceptance. The Company maintains product liability insurance in the
amount of $5.0 million and errors and omissions insurance in the amount of $1.0
million, although there can be no assurance that such coverage will be
applicable to a particular claim or that the amounts of such insurance will be
adequate if the Company experiences a significant claim. Although the Company
has not experienced any significant claims to date related to its systems or
products, the occurrence of such a claim could have a material adverse effect
upon the Company's business, operating results and financial condition.
COMPETITION. The market for automated microwave test and measurement
products, systems and services is highly competitive and is characterized by
continuing advances in products and technologies. In general, competition in
this market comes from major microwave test and measurement vendors, some of
which have a longer operating history, significantly greater financial,
technical and marketing resources, greater name recognition and a larger
installed customer base than the Company. These companies also have established
relationships with current and potential customers of the Company. The Company
is in compliance with all export regulations, however its competitors may be
selling their products with out licenses. The Company also competes, on a
limited basis, with the internal development groups of its existing and
potential customers, who may design and develop parts of their own microwave
test and measurement systems. The Company's business, operating results and
financial condition could be materially adversely affected by such competition.
FLUCTUATIONS IN CAPITAL SPENDING. The Company is dependent upon the
wireless communications, satellite, automotive and aerospace/defense industries.
Because these industries are characterized by technological change, pricing and
gross margin pressure and, particularly in the aerospace/defense industry,
government budget constraints, they have from time to time experienced sudden
economic downturns. During these periods, capital spending is frequently
curtailed and the number of design projects often decreases. Since the Company's
sales are dependent upon capital spending trends and new design projects,
negative factors affecting these industries could have a material adverse effect
on the Company's business, operating results and financial condition.
NO DIVIDENDS. The Company has never paid cash dividends on its Common
Stock and does not anticipate that any cash dividends will be declared or paid
in the foreseeable future.
ISSUANCE OF PREFERRED STOCK AND COMMON STOCK; ANTI-TAKEOVER PROVISIONS.
Pursuant to its Amended and Restated Certificate of Incorporation, the Company
has an authorized class of 2,000,000 shares of Preferred Stock which may be
issued by the Board of Directors with such terms and such rights, preferences
and designations as the Board may determine and without any vote of the
stockholders, unless otherwise required by law. Issuance of such Preferred
Stock, depending upon the rights, preferences and designations thereof, may have
the effect of delaying, deterring or preventing a change in control of the
Company. Issuance of additional shares Common Stock could result in dilution of
the voting power of the Common Stock purchased in this offering. In addition,
certain "anti-takeover" provisions of the Delaware General Corporation Law among
other things, may restrict the ability of the stockholders to approve a merger
or business combination or obtain control of the Company.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements are set forth in this report beginning on page
F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL MATTERS
None.
25
<PAGE> 26
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated by reference from the Company's 1999 Proxy Statement to be
filed pursuant to General Instruction G(3) to the Form 10-K, except information
concerning Certain Executive Officers and Key Employees which is set forth in
Item 4.1 of this Report.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference from the Company's 1999 Proxy Statement to be
filed pursuant to General Instruction G(3) to the Form 10-K.
ITEM 12. SECURITY OWNERSHIP AND CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated by reference from the Company's 1999 Proxy Statement to be
filed pursuant to General Instruction G(3) to the Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference from the Company's 1999 Proxy Statement to be
filed pursuant to General Instruction G(3) to the Form 10-K.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS FORM 8-K
(a)(1) Financial Statements
Independent Auditors Report
Consolidated Balance Sheets at December 31, 1998 and 1997
Consolidated Statements of Operations for the years ended
December 31, 1998, 1997, and 1996
Consolidated Statements of Stockholders' Equity for the years
ended December 31, 1998, 1997, and 1996
Consolidated Statements of Cash Flows for the years ended
December 31, 1998, 1997, and 1996
Notes to Consolidated Financial Statements
(a) (2) Financial Statement Schedule filed as part of this report.
II Valuation and Qualifying Accounts
The financial statement schedule should be read in
conjunction with the consolidated financial
statements. Financial statement schedules not
included have been omitted because they are not
applicable as the required information is shown in
the consolidated financial statements.
(a)(3) Exhibits
26
<PAGE> 27
The exhibits filed as part of this report are listed
under exhibits as subsection (c)of this Item 14
(b) Current Reports on Form 8-K
No report on form 8-K was filed on behalf of the
Registrant during the last quarter of the period
covered by this report
(c) Exhibits
2.1 Stock Purchase Agreement dated March 31, 1997 by and
among Advanced Electromagnetics, Inc., Anechoic
Systems, Inc., Gabriel A. Sanchez, Barbara Sanchez and
the Company. (1)
2.2 Share Exchange Agreement dated December 31, 1996 by and
among Orbit-Alchut Technologies, Ltd., Orbit Advanced
Systems, Ltd. And the Company. (1)
2.3 Asset Acquisition Agreement dated December 31, 1996 by
and between Orbit-Alchut Technologies, Ltd. and Orbit
F.R. Engineering, Ltd. (1)
2.4 Inventory Acquisition Agreement dated January 1, 1997
by and between Orbit-Alchut Technologies, Ltd. and
Orbit F.R. Engineering, Ltd. (1)
2.5 Stock Purchase Agreement dated June 28, 1996 by and
among Orbit Advanced Technologies, Inc., The Samuel T.
Russell Trust, Richard P. Flam, Rickey E. Hartman, Lois
A. R. Charles, Dorothy Russell, John Aubin, Norman D.
Kegg and Flam & Russell, Inc. (1)
3.1 Amended and Restated Certificate of Incorporation of
the Company. (2)
3.2 Bylaws of the Company.
4.1 Specimen Common Stock Certificate of the Company. (2)
10.1 Employment Agreement dated February 15, 1997 by and
between the Company and Aryeh Trabelsi. (1)
10.2 Employment Agreement dated January 1, 1997 by and
between the Company and Moshe Pinkasy. (1)
10.3 1997 Equity Incentive Plan. (1)
10.4 Services Agreement dated January 1, 1997 by and among
Orbit-Alchut Technologies, Ltd., Orbit F.R.
Engineering, Ltd. and the Company. (1)
21.1 Subsidiaries of the Registrant. (3)
24.1 Power of Attorney (included on signature page).
27.1 Financial Data Schedule (electronic filing only).
(1) Incorporated by reference to the Company's
Registration Statement on Form S-1 (File No.
333-25015), filed with the Commission on April 11,
1997
(2) Incorporated by reference to Amendment 1 of the
Company's Registration Statement on Form S-1 (File
No. 333-25015), filed with the Commission on May 19,
1997
(3) Incorporated by reference to Amendment 2 of the
Company's Registration Statement on Form S-1 (File
No. 333-25015), filed with the Commission on June 5,
1997
27
<PAGE> 28
ORBIT/FR, INC.
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
ORBIT/FR, INC
Date: March 26, 1999 /s/ Ze'ev Stein
-----------------
Ze'ev Stein, Acting President and
Chief Executive Officer
Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ze'ev Stein and each of them, his true
and lawful attorney-in-fact and agent with full power of substitution or
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Annual Report, and to file
the same, with all exhibits thereto, and other documentation in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the 26th day of March, 1999.
Name Title
/s/ Ze'ev Stein Chairman of the Board, Acting Chief Executive Officer
- ------------------------ (principal executive officer)
Ze'ev Stein
/s/ William A. Torzolini Vice President Finance, Chief Financial Officer
- ------------------------ (principal accounting and financial officer)
William A. Torzolini
/s/ Irwin Gross Director
- ------------------------
Irwin Gross
/s/ Shimon Alon Director
- ------------------------
Shimon Alon
28
<PAGE> 29
Report of Independent Auditors
Stockholders and Board of Directors
ORBIT/FR, Inc.
We have audited the accompanying consolidated balance sheets of ORBIT/FR, Inc.
as of December 31, 1998 and 1997, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the three years in
the period ended December 31, 1998. Our audits also included the financial
statement schedule listed in the Index at Item 14(a). These financial statements
and schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule 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, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
ORBIT/FR, Inc. at December 31, 1998 and 1997, and the consolidated results of
its operations and its cash flows for each of the three years in the period
ended December 31, 1998, in conformity with generally accepted accounting
principles. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
February 26, 1999
F-1
<PAGE> 30
ORBIT/FR, INC.
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
December 31,
1998 1997
-------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 10,751 $ 14,825
Accounts receivable, less allowance of $491 and $116
in 1998 and 1997, respectively 3,716 5,887
Inventory 2,160 2,269
Costs and estimated earnings in excess of billings
on uncompleted contracts 1,777 2,522
Deferred income taxes 1,676 455
Prepaid income taxes 225 --
Other 262 281
-------- --------
Total current assets 20,567 26,239
Property and equipment, net 1,086 1,184
Cost in excess of net assets acquired, less
accumulated amortization of $68 and $22 in 1998
and 1997, respectively 912 852
Purchased software, less accumulated amortization
of $193 and $105 in 1998 and 1997, respectively 306 247
Other 134 132
-------- --------
Total assets $ 23,005 $ 28,654
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 987 $ 1,031
Accounts payable--Parent 681 905
Accrued expenses 2,784 2,679
Income taxes payable -- 719
Customer advances 63 190
Billings in excess of costs and estimated earnings
on uncompleted contracts 196 185
Note payable to Parent 2,722 --
Deferred income taxes 170 895
-------- --------
Total current liabilities 7,603
6,604
Note payable to Parent -- 2,722
Other -- 235
-------- --------
Total liabilities 7,603 9,561
Stockholders' equity:
Preferred stock: $.01 par value:
Authorized shares--2,000,000
Issued and outstanding shares--none -- --
Common stock: $.01 par value:
Authorized shares--10,000,000
Issued --6,072,973 and 6,000,000
in 1998 and 1997, respectively 61 60
Additional paid-in capital 15,139 14,538
Retained earnings 364 4,495
Treasury stock--41,800 shares (162) --
-------- --------
Total stockholders' equity 15,402 19,093
-------- --------
Total liabilities and stockholders' equity $ 23,005 $ 28,654
======== ========
</TABLE>
See accompanying notes.
F-2
<PAGE> 31
ORBIT/FR, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Contract revenues $ 11,913 $ 22,055 $ 10,267
Commission revenues -- -- 137
-------- -------- --------
Total revenues 11,913 22,055 10,404
Cost of revenues 10,563 13,227 6,450
-------- -------- --------
Gross profit 1,350 8,828 3,954
Operating expenses:
General and administrative 2,747 1,552 1,315
Sales and marketing 1,870 1,527 791
Research and development 890 1,228 581
Other charges 2,300 -- --
-------- -------- --------
Total operating expenses 7,807 4,307 2,687
-------- -------- --------
Operating income (loss) (6,457) 4,521 1,267
Other income, net 653 379 3
-------- -------- --------
Income (loss) before income taxes (5,804) 4,900 1,270
Income tax expense (benefit) (1,673) 1,774 439
-------- -------- --------
Net income (loss) $ (4,131) $ 3,126 $ 831
======== ======== ========
Basic earnings (loss) per share $ (.68) $ .61 $ .21
======== ======== ========
Diluted earnings (loss) per share $ (.68) $ .60 $ .21
======== ======== ========
</TABLE>
See accompanying notes.
F-3
<PAGE> 32
ORBIT/FR, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
Additional Parent's Total
Common Stock Treasury Stock Paid-In Retained Equity in Stockholders'
Shares Amount Shares Amount Capital Earnings Division Equity
-------- -------- -------- -------- --------- -------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1995 4,000 $ 40 $ $ $ (30) $ 968 $ 50 $ 1,028
Net income -- -- -- -- -- 401 430 831
Parent's equity in division
contributed to paid-in capital -- -- -- -- 480 -- (480) --
-------- -------- -------- -------- -------- -------- -------- --------
Balance, December 31, 1996 4,000 40 -- -- 450 1,369 -- 1,859
Issuance of shares in initial
public offering at $8.25 per
share (net of offering costs) 2,000 20 -- -- 14,088 -- -- 14,108
Net income -- -- -- -- -- 3,126 -- 3,126
-------- -------- -------- -------- -------- -------- -------- --------
Balance, December 31, 1997 6,000 60 -- -- 14,538 4,495 -- 19,093
Issuance of shares - AEMI
acquisition 73 1 -- -- 601 -- -- 602
Purchase of treasury shares -- -- 42 (162) -- -- -- (162)
Net loss -- -- -- -- -- (4,131) -- (4,131)
-------- -------- -------- -------- -------- -------- -------- --------
Balance, December 31, 1998 6,073 $ 61 42 $ (162) $ 15,139 $ 364 $ -- $ 15,402
======== ======== ======== ======== ======== ======== ======== ========
</TABLE>
See accompanying notes.
F-4
<PAGE> 33
ORBIT/FR, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1998 1997 1996
--------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (4,131) $ 3,126 $ 831
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation 429 347 180
Amortization 133 92 35
Deferred income tax provision (1,946) 200 210
Changes in operating assets and liabilities
(net of effects of acquisitions):
Accounts receivable 2,171 (647) (2,322)
Inventory 109 306 627
Costs and estimated earnings in excess of billings on
uncompleted contracts 745 (1,949) 421
Prepaid income taxes (225)
Other 17 (172) (57)
Accounts payable and accrued expenses 663 352 205
Accounts payable--Parent (224) (147) 868
Income taxes payable (719) 641 (64)
Customer advances (127) (169) 164
Billings in excess of costs and estimated earnings on
uncompleted contracts 11 (746) 21
Other liabilities (235) (97) --
----------- ------------ --------
Net cash provided by (used in) operating activities (3,329) 1,137 1,119
Cash flows from investing activities:
Purchase of property and equipment (331) (371) (349)
Investment in purchased software (147) -- --
Purchase of net assets through businesses acquired,
net of cash acquired (105) (374) (573)
----------- ------------ --------
Net cash used in investing activities (583) (745) (922)
Cash flows from financing activities:
Proceeds from issuance of common stock in initial
public offering, net of offering costs -- 14,108 --
Purchase of treasury stock (162) -- --
Borrowings on line of credit -- -- 1,150
Net repayments of note payable--Parent -- -- (498)
Repayments on line of credit -- -- (1,300)
----------- ------------ --------
Net cash provided by (used in) financing activities (162) 14,108 (648)
----------- ------------ --------
Net increase (decrease) in cash and cash equivalents (4,074) 14,500 (451)
Cash and cash equivalents at beginning of year 14,825 325 776
--------- ----------- ----------
Cash and cash equivalents at end of year $ 10,751 $ 14,825 $ 325
========= =========== ==========
Supplemental disclosures of cash flow information:
Cash paid during the year for income taxes $ 1,273 $ 893 $ 75
======== =========== ==========
Cash paid during the year for interest $ -- $ 7 $ 16
======== =========== ==========
Purchase price payable relating to acquisitions $ $ 754 $ --
======== =========== ==========
</TABLE>
See accompanying notes.
F-5
<PAGE> 34
ORBIT / FR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Ownership and Basis of Presentation
ORBIT/FR, Inc. (the "Company"), was incorporated in Delaware on
December 9, 1996, as a wholly-owned subsidiary of Orbit-Alchut Technologies,
Ltd., an Israeli publicly traded corporation (hereinafter referred to as the
"Parent"). The Company develops, markets, and supports sophisticated automated
microwave test and measurement systems for wireless communications, satellite,
automotive, and aerospace/defense industries and manufactures anechoic foam, a
microwave absorbing material that is an integral component of microwave test and
measurement systems. The Company sells its products to customers throughout
Asia, Europe, Israel, and North and South America.
On December 31, 1996, as part of a corporate restructuring and in
exchange for 4,000,000 shares of the Company, the Parent transferred or caused
to be transferred to the Company, all of its issued and outstanding shares of
two of its subsidiaries, Orbit Advanced Technologies, Inc. ("Technologies"), a
Delaware corporation established in 1985, and Orbit F.R. Engineering, Ltd.
("Engineering"), an Israeli company incorporated on December 29, 1996. Both of
these subsidiaries are responsible for the microwave test and measurement
business. Prior to its incorporation on December 29, 1996, Engineering operated
as a separate division of the Parent. Effective January 1, 1997, the employees
in the microwave test and measurement division of the Parent became employees of
Engineering. The consolidated results of the Company reflect Technologies and
Engineering on an as-if pooled basis for businesses under common control for
1996. Further, the recapitalization of these businesses on December 31, 1996 has
been retroactively restated for 1996.
Principles of Consolidation
The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. All significant intercompany accounts
and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts in the financial statements and accompanying
notes. Actual results could differ from those estimates. Such estimates include
the Company's estimate for costs associated with the customs matter (Note 10).
Cash and Cash Equivalents
The Company classifies as cash equivalents all highly liquid
instruments with original maturities of three months or less at the time of
purchase.
Inventory
Inventory is stated at the lower of cost (first-in, first-out method)
or market.
Property and Equipment
Property and equipment are recorded at cost. Depreciation is computed on
accelerated methods for both financial reporting and income tax purposes over
the estimated useful lives as follows: office
F-6
<PAGE> 35
ORBIT / FR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
equipment -- 5-7 years; lab equipment -- 5 years; furniture and fixtures -- 7
years; transportation equipment -- 5 years; leasehold improvements -- 5 years.
Purchased Software
Purchased software is being amortized on a straight-line basis over
five years.
Cost in Excess of Net Assets Acquired
Cost in excess of net assets acquired represents the excess of costs
over the fair value of the net assets of businesses acquired and is being
amortized on a straight-line basis over twenty years. The carrying value of cost
in excess of net assets acquired is reviewed for impairment whenever events or
changes in circumstances indicate that it may not be recoverable. If such an
event occurred, the Company would prepare projections of future results of
operations for the remaining amortization period. If such projections indicated
that the cost in excess of net assets acquired would not be recoverable, as
determined based on future undiscounted cash flows of the net asset, the
Company's carrying value of cost in excess of net assets acquired would be
reduced to fair value.
Revenue and Cost Recognition
The Company's principal sources of contract revenues are from
engineering and design services and the production of electro-mechanical
equipment. Revenues from long-term fixed-price development contracts performed
principally under the Company's control are recognized on the percentage-of-
completion method, measured by the percentage of costs incurred to date to
estimated total costs for each contract when such costs can be reasonably
estimated. Contract costs include all direct material, labor and subcontractor
costs and those indirect costs related to contract performance such as indirect
labor, supplies and tool costs. General and administrative costs are charged to
expense as incurred. Changes in job performance, job conditions, and estimated
profitability, including those arising from contract penalty provisions and
final contract settlements, may result in revisions to costs and revenue and are
recognized in the period in which the revisions are determined. Revenues from
electro-mechanical equipment sold to customers which are not part of a larger
contract are recognized when the contract is substantially completed. Revenues
recognized in excess of amounts billed are classified under current assets as
costs and estimated earnings in excess of billings on uncompleted contracts.
Amounts received from clients in excess of revenues recognized to date are
classified under current liabilities as billings in excess of costs and
estimated earnings on uncompleted contracts.
Research and Development
Internally funded research and development costs are charged to
operations as incurred. Included in cost of revenues is customer-funded research
and development costs of approximately $457, $628, and $520 for the years ended
December 31, 1998, 1997, and 1996, respectively.
F-7
<PAGE> 36
ORBIT / FR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Concentrations of Credit Risk
Financial instruments, which potentially subject the Company to a
concentration of credit risk, consist principally of accounts receivable. To
reduce credit risk relating to the Company's sales in the U.S. and overseas, the
Company performs ongoing credit evaluations of its commercial customers'
financial condition, but generally does not require collateral for government
and domestic commercial customers. For certain foreign commercial customers, the
Company generally requires irrevocable letters of credit in the amount of the
total contract. At December 31, 1998, irrevocable letters of credit were posted
for four of the Company's foreign customers.
Warranty Expense
The Company provides for warranty costs on sales of its own product.
Product warranty periods vary, but generally extend for one year from the date
of sale.
Income Taxes
The Company uses the liability method to account for income taxes.
Accordingly, deferred income taxes reflect the net tax effect of temporary
differences between the carrying amount of assets and liabilities for financial
reporting purposes and the amounts reportable for income tax purposes. The
Company files a consolidated federal income tax return with its domestic
subsidiaries.
Foreign Currency Translation
The Company's functional currency for operations in Israel is the U.S.
dollar. Other foreign operations' functional currency is the local currency in
the country in which the subsidiary is located. Foreign currency transaction
gains and losses, which are not material, are recognized currently in the
consolidated statements of operations.
For the year ended December 31, 1998, approximately 3% of the Company's
revenue was billed in currencies other than the U.S. dollar. Substantially all
of the costs of the Company's contracts, including costs subcontracted to the
Parent, have been U.S. dollar denominated transactions.
Earnings (Loss) per Share
Basic earnings (loss) per share is calculated by dividing net income
(loss) by the weighted average common shares outstanding for the period. Diluted
earnings (loss) per share is calculated by dividing net income (loss) by the
weighted average common shares outstanding for the period plus the dilutive
effect of stock options. The dilutive effect of stock options is not included in
1998 as inclusion of such options is antidilutive.
F-8
<PAGE> 37
ORBIT / FR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Stock-Based Compensation
The Company follows APB Opinion No. 25, Accounting for Stock Issued to
Employees, ("APB 25") and the related interpretations in accounting for its
stock-based compensation plans. Note 16 includes the required disclosures and
pro forma information provided under FASB Statement No. 123 Accounting for
Stock-Based Compensation ("SFAS 123"). Under APB 25, because the exercise price
of the Company's stock options equals the market price of the underlying common
stock at the date of grant, no compensation expense is recognized.
Fair Value of Financial Instruments
Cash, accounts receivable, other current assets, accounts payable,
accrued expenses and note payable to Parent reported in the consolidated balance
sheets equal or approximate fair value due to their short maturities.
Impact of Recent Accounting Pronouncements
In June 1997, the Financial Accounting Standards Board issued Statement
No. 130, Reporting Comprehensive Income (SFAS 130). SFAS 130 established the
standards for reporting and display of comprehensive income and its components
in the financial statements. The only item of other comprehensive income (loss)
which the Company currently reports is the foreign currency translation
adjustments, which have been insignificant to date. The adoption of SFAS 130 did
not have an impact on the Company's financial position.
In June 1997, the Financial Accounting Standards Board issued Statement
No.131, Disclosures about Segments of an Enterprise and Related Information
(SFAS 131), which was adopted in 1998. SFAS 131 established standards for
reporting information about operating segments in annual financial statements.
It also establishes standards for related disclosures about products and
services, geographic areas and major customers. The Company operates in one
industry segment. Information related to certain concentration disclosures is
contained in Note 9.
In June 1998, the Financial Accounting Standards Board issued Statement
No. 133, Accounting for Derivatives and Hedging Activities (SFAS 133), which
established accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives), and for hedging activities. SFAS 133
is effective for fiscal years beginning after June 15, 1999. Because the Company
has never used or currently intends to use derivatives, management does not
anticipate that adoption of this new standard will have a significant impact on
the results of operations or the financial position of the Company.
F-9
<PAGE> 38
ORBIT / FR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
2. EARNINGS (LOSS) PER SHARE
The following data show the amounts used in computing earnings (loss)
per share and the effect on net income (loss) and the weighted average number of
shares of dilutive potential common stock.
<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Net income (loss) used in basic
earnings (loss) per share $ (4,131) $ 3,126 $ 831
=========== =========== ===========
Weighted average number of common shares
used in basic earnings (loss) per share 6,059,000 5,102,000 4,000,000
Effect of dilutive securities: stock options -- 149,000 --
----------- ----------- -----------
Weighted Average number of common shares
and diluted potential common stock used in
diluted earnings (loss) per share 6,059,000 5,251,000 4,000,000
=========== =========== ===========
</TABLE>
3. INVENTORY
Inventory consists of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
1998 1997
------ ------
<S> <C> <C>
Work-in-process $ 906 $ 874
Parts and components 1,254 1,395
------ ------
$2,160 $2,269
====== ======
</TABLE>
4. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
1998 1997
------ ------
<S> <C> <C>
Lab and computer equipment $1,249 $1,378
Office equipment 841 411
Transportation equipment 179 163
Furniture and fixtures 60 53
Leasehold improvements 74 67
------ ------
2,403 2,072
Less accumulated depreciation 1,317 888
------ ------
Property and equipment, net $1,086 $1,184
====== ======
</TABLE>
F-10
<PAGE> 39
ORBIT / FR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
5. ACCRUED EXPENSES
Accrued expenses consists of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
1998 1997
------ ------
<S> <C> <C>
Accrued Other Charges $1,455 $ --
Accrued contract costs 280 708
Accrued compensation 454 580
Accrued commissions 151 186
Accrued royalties 115 106
Accrued warranty 192 57
Other accruals 137 288
Purchase price payable relating to AEMI -- 754
------ ------
$2,784 $2,679
====== ======
</TABLE>
6. RELATED PARTY TRANSACTIONS
Engineering and the Parent have an agreement, whereby Engineering
purchases from the Parent electrical and mechanical production services. In
addition, the Parent provides other administrative services, including but not
limited to, bookkeeping, computer, legal, accounting, cost management,
information systems, and production support. Engineering pays the Parent for
these services based upon a rate of cost of production services plus 21%.
Engineering is leasing office space from the Parent on an annual basis, for a
rental of $51 per year. These agreements are to be evaluated on an annual basis.
Through December 31, 1996, the financial results of Engineering include
all contract revenue of the microwave test and measurement business unit of the
Parent, direct contract costs, direct personnel costs, electrical and mechanical
production services in an amount equal to the Parent's cost of providing such
services plus 10% and pro rata allocations of administrative expenses from the
Parent to Engineering. Such allocations of administrative expenses were based on
management's estimate of the level of these expenses required to support
Engineering, relative to the reasonable allocation of such costs. Income taxes
for Engineering are in accordance with the statutory rates in Israel net of
adjustments allowable under local law. The "Parent's Equity in Division" of
Engineering has been reflected as a contribution of additional paid-in capital
upon its incorporation on December 29, 1996.
Note payable -- Parent reflects the amount due to the Parent for the
net working capital required by Engineering. As of December 31, 1998 and 1997,
the balance was $2,722. This non-interest-bearing promissory note payable is due
on December 31, 1999.
Included in cost of revenues for the years ended December 31, 1998,
1997, and 1996 are approximately $1,249, $1,677, and $1,496, respectively,
relating to the production services provided by the Parent.
The Company paid $320 in 1998, and $360 in 1997 and 1996, respectively,
to the Parent for administrative services.
F-11
<PAGE> 40
ORBIT / FR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
7. LINE OF CREDIT AGREEMENTS
The Company has two working capital line of credit agreements which
provide for available funds up to $2,150 and expiring in April 1999. At December
31, 1998, no amounts under these lines were outstanding. These lines are
renewable annually in April, bear interest at rates ranging from 0.5% to 1.5%
over the bank's prime rate, and are secured by accounts receivable. The line of
credit agreements require the Company to comply with certain financial
performance covenants of which the Company was in compliance at December 31,
1998.
8. COMMITMENTS
The Company leases its operating facilities and certain equipment under
noncancelable operating lease agreements which expire in various years through
2003. Rent expense for the years ended December 31, 1998, 1997, and 1996 was
approximately $447, $372, and $120, respectively. Future minimum lease payments
under noncancelable operating leases with initial terms of one year or more are
as follows at December 31, 1998: $335 in 1999; $237 in 2000; $222 in 2001; $224
in 2002; and $190 in 2003. The Company currently subleases one of its operating
facilities. Future minimum rentals to be received under this sublease are $7 in
1999.
F-12
<PAGE> 41
ORBIT / FR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
9. SEGMENT AND GEOGRAPHIC INFORMATION
The Company operates exclusively in one industry segment, the business
of developing, marketing and supporting sophisticated automated microwave test
and measurement systems. In addition to its principal operations and markets in
the United States, the Company conducts sales, customer support and service
operations out of other geographic locations in Europe, Asia, and North America.
The following table represents financial information by geographic region for
the years ended December 31, 1998.
<TABLE>
<CAPTION>
1998 North America Europe Asia Total
------------- ------- ------- -------
<S> <C> <C> <C> <C>
Sales to unaffiliated customers $ 6,036 $ 3,643 $ 2,234 $11,913
Cost of Sales to unaffiliated customers 5,688 3,297 1,678 10,563
------- ------- ------- -------
Gross profit unaffiliated customers $ 440 $ 346 $ 556 $ 1,350
======= ======= ======= =======
Net property, plant and equipment $ 584 $ 502 $ -- $ 1,086
======= ======= ======= =======
Total assets $17,849 $ 5,156 $ -- $23,005
======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
1997 North America Europe Asia Total
------------- ------- -------- -------
<S> <C> <C> <C> <C>
Sales to unaffiliated customers $12,130 $ 4,852 $ 5,073 $22,055
======= ======= ======== =======
Net property, plant and equipment $ 845 $ 339 $ -- $ 1,184
======= ======= ======== =======
Total assets $25,529 $ 3,125 $ -- $28,654
======= ======= ======== =======
</TABLE>
<TABLE>
<CAPTION>
1996 North America Europe Asia Total
------------- ------- -------- -------
<S> <C> <C> <C> <C>
Sales to unaffiliated customers $ 5,618 $ 2,289 $ 2,497 $10,404
======= ======= ======== =======
Net property, plant and equipment $ 514 $ 480 $ -- $ 994
======= ======= ======== =======
Total assets $ 6,525 $ 3,378 $ -- $ 9,903
======= ======= ======== =======
</TABLE>
In the table above "North America" includes all domestic operations,
and "Europe" includes subsidiaries in Germany and Israel. It was impractical to
obtain cost of sales to unaffiliated customers and gross profit unaffiliated
customers for 1997 and 1996 as such costs were not available in order to provide
the disclosure requirements.
F-13
<PAGE> 42
ORBIT / FR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
10. CONTINGENCIES AND OTHER CHARGES
On June 23, 1998 the Company reported that it was subject to a pending
investigation by the U.S. Customs Service, related to its past export practices.
The Company is currently in discussions with the U.S. Attorney's Office in
Philadelphia, which is supervising the investigation, in an effort to reach a
mutually acceptable resolution to the investigation. Such a resolution could
include an admission by the Company of a violation of U.S. export control laws.
Even if such resolution were achieved, the Company could be subject to a maximum
penalty of $1 million for each violation. Additionally, the Company could be
subject to various export restrictions. The Company is unable to estimate its
maximum penalty, however based on the available information at December 31, 1998
the Company has included in Other Charges its best estimate of the costs
associated with the resolution of the investigation, including legal expenses
and possible penalties. Also included in Other Charges are costs associated with
the aborted acquisition of RDL, Inc., legal fees associated with the U.S. State
Department's jurisdiction change for licensing approvals and a reserve for
potential claims on past export projects which are subject to these licensing
requirements. There is no assurance that such other charges to the extent that
they are based upon current estimates will be sufficient for their purpose.
11. INCOME TAXES
Pretax income (loss) for the years ended December 31 was taxed in the following
jurisdictions:
<TABLE>
<CAPTION>
1998 1997 1996
------- ------- -------
<S> <C> <C> <C>
Domestic $(6,083) $ 3,265 $ 678
Foreign 279 1,635 592
------- ------- -------
$(5,804) $ 4,900 $ 1,270
======= ======= =======
</TABLE>
All profits of Engineering, the Company's Israeli subsidiary, are
permanently invested overseas.
F-14
<PAGE> 43
ORBIT / FR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
11. INCOME TAXES (CONTINUED)
The tax effects of temporary differences that give rise to a
significant portion of deferred tax assets and liabilities consist of the
following:
<TABLE>
<CAPTION>
DECEMBER 31,
1998 1997
------- -------
<S> <C> <C>
Deferred tax assets:
Net operating loss and credit carryforwards $ 239 $ 239
Long-term contracts and other differences 1,141 --
Accrued compensation 94 44
Foreign and reserves 242 172
------- -------
Total deferred tax assets 1,716 455
------- -------
Deferred tax liabilities:
Long-term contracts and other differences -- (628)
Prepaid and foreign (46) (106)
Purchase accounting basis differences (124) (209)
------- -------
Total deferred tax liabilities (170) (943)
------- -------
Net deferred tax asset (liabilities) 1,546 (488)
Valuation allowance (40) --
------- -------
Net deferred tax assets (liabilities) $ 1,506 $ (488)
======= =======
</TABLE>
Deferred tax assets at December 31, 1998 and 1997 arise from net
operating losses of approximately $285 and $283, respectively, and tax credits
of approximately $142 which the Company acquired in its acquisition of Flam &
Russell, Inc. The tax benefit of these losses and credits may be limited both in
time and amount due to limitations imposed by Section 382 of the Internal
Revenue Code. Net operating loss and credit carryforwards expire during various
dates from 1999 through 2018. A valuation allowance has been recorded due to the
uncertainty with respect to the ultimate realization of the deferred tax asset
recorded in connection with the Company's German subsidiary.
The components of income tax expense (benefit) are as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1998 1997 1996
------- ------- -------
<S> <C> <C> <C>
Current:
Federal $ 120 $ 862 $ 67
State 10 174 --
Foreign 143 538 162
------- ------- -------
273 1,574 229
Deferred:
Federal (1,727) 170 141
State (264) 59 69
Foreign 45 (29)
------- ------- -------
(1,946) 200 210
------- ------- -------
Total income tax (benefit) expense $(1,673) $ 1,774 $ 439
======= ======= =======
</TABLE>
F-15
<PAGE> 44
ORBIT / FR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
11. INCOME TAXES (CONTINUED)
A reconciliation of income tax expense (benefit) at the U.S. Federal
statutory tax rate and the actual income tax expense (benefit) is as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1998 1997 1996
------- ------- -------
<S> <C> <C> <C>
Statutory U.S. Federal rate $(1,973) $ 1,663 $ 432
State taxes, net (168) 185 47
Permanent differences 364
Increase in valuation allowance 40
Foreign rate difference 57 (47) (39)
Other, net 7 (27) (1)
------- ------- -------
$(1,673) $ 1,774 $ 439
======= ======= =======
</TABLE>
12. RESEARCH AND DEVELOPMENT
Prior to 1994, the Company received research and development funding
from the Binational Industrial Research and Development Foundation ("BIRD") and
the Chief Scientist of the Ministry of Industry and Trade ("Chief Scientist").
Under terms of the BIRD grants, the Company is obligated to repay 100% to 150%
of the funding received at rates ranging from 2 1/2% to 5% of the annual sales
of the product developed under the grants. For the years ended December 31,
1998, 1997 and 1996, royalties under this program were approximately $10, $10
and $39, respectively. At December 31, 1998, the Company had an outstanding
contingent obligation to BIRD in the amount of $62. Under the terms of the Chief
Scientist grant, the Company is obligated to pay royalties at a rate of 2% of
revenues generated from the sale of certain products up to the amount of the
grant. For the years ended December 31, 1998, 1997 and 1996, royalties under
this program were approximately $44, $75 and $78, respectively. At December 31,
1998, the Company had an outstanding contingent obligation to the Chief
Scientist of $850.
13. RETIREMENT PLANS
The Company has 401(k) savings plans which cover substantially all U.S.
employees who have attained the age of 21 and have completed 3 months of
service. Eligible employees make voluntary contributions to the plans up to
specified percentages of their annual compensation as defined in the plans.
Under the plans, the Company makes discretionary matching contributions
determinable each plan year and additional contributions based on annual
eligible compensation for each participant. The plans are funded on a current
basis. For the years ended December 31, 1998, 1997 and 1996, the Company's
contributions to the plans were $75, $59 and $18, respectively.
F-16
<PAGE> 45
ORBIT / FR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
14. LONG-TERM CONTRACTS
Long-term contracts in process accounted for using the
percentage-of-completion method are as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
1998 1997
------- -------
<S> <C> <C>
Accumulated expenditures on uncompleted contracts $10,720 $ 8,447
Estimated earnings thereon 821 2,700
------- -------
11,541 11,147
Less: applicable progress billings 9,960 8,810
------- -------
Total $ 1,581 $ 2,337
======= =======
</TABLE>
The long-term contracts are shown in the accompanying balance sheets as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
1998 1997
------- -------
<S> <C> <C>
Costs and estimated earnings on uncompleted
contracts in excess of billings $ 1,777 $ 2,522
Billings on uncompleted contracts in excess of
costs and estimated earnings (196) (185)
------- -------
$ 1,581 $ 2,337
======= =======
</TABLE>
15. ACQUISITIONS
On May 4, 1998, the Company purchased the principal assets of Quantum
Change/EMC Systems, Inc. The acquisition formed a new division responsible for
Electromagnetic Compatibility (EMC) Testing Systems. Quantum Change/EMC Systems
provides hardware-independent software solutions to the EMC marketplace.
On June 17, 1997, contemporaneously with the completion of the
Company's initial public offering of its common stock, (Note 17) the Company
acquired all of the issued and outstanding shares of Advanced Electromagnetics,
Inc. (AEMI) (a manufacturer of anechoic foam) for a purchase price of $1.2
million, which was based on AEMI's financial performance for the three years
ended March 31, 1997. One-half of the final purchase price was payable in cash
and the other half was payable by the issuance of shares of the Company's common
stock valued at the initial public offering price of $8.25. During 1998, the
Company issued 72,973 shares of common stock in connection with the final
purchase price payable of $602. The acquisition was accounted for as a purchase
and, accordingly, the results of operations from June 17, 1997 are included in
the Company's consolidated results of operations. The purchase price at December
31, 1997 was allocated to the net assets acquired based on their estimated fair
market values as follows: $166 to property and equipment, $874 to cost in excess
of net assets acquired, and $160, net, to other current assets and liabilities.
On June 28, 1996, the Company acquired 100% of the outstanding stock of
Flam & Russell, Inc. (Flam & Russell) for cash of approximately $768, including
direct acquisition costs of $75. The purchase agreement also provided for
contingent payments, subject to offsets, over a two-year period. In March 1997,
the Company reached a settlement on the contingent purchase price in the amount
of $275.
F-17
<PAGE> 46
ORBIT / FR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
15. ACQUISITIONS (CONTINUED)
The acquisition was accounted for as a purchase. The results of operations are
included in the Company's results of operations from June 29, 1996. The purchase
price of approximately $1,043 has been allocated to the net assets acquired
based upon their estimated fair market values, principally as follows: $452 to
property and equipment, $352 to purchased software, $384 to deferred tax assets,
$249 to deferred tax liabilities and $104, net, to other current assets and
liabilities.
The following unaudited pro-forma information represents a summary of
consolidated results of operations of the Company and the AEMI acquisition for
the year ended December 31, 1997, as if it had occurred at the beginning of
1997:
<TABLE>
<CAPTION>
<S> <C>
Total revenues $23,492
Net income $ 3,044
Basic earnings per share $ .60
</TABLE>
16. STOCK OPTION PLAN
During March 1997, the Board of Directors adopted, and the Company's
Stockholders approved, the Company's 1997 Equity Incentive Plan (the "Incentive
Plan") which provides for awards of 800,000 shares of the Company's stock.
Options granted generally vest over five years and typically have a life of ten
years. The purpose of the Incentive Plan is to promote the long-term retention
of the Company's key employees and certain other persons who are in a position
to make significant contributions to the success of the Company. The Incentive
Plan permits grants of incentive stock options ("ISOs"), options not intended to
qualify as ISOs ("nonqualified options"), stock appreciation rights ("SARs"),
restricted, unrestricted and deferred stock awards, performance awards, loans
and supplemental cash awards, and combinations of the foregoing (all referred to
as "Awards").
Detail information concerning the Incentive Plan is as follows:
<TABLE>
<CAPTION>
1998 1997
----------------------------- ------------------------------
Weighted Weighted
Average Average
Options Exercise Price Options Exercise Price
----------- -------------- --------- --------------
<S> <C> <C> <C> <C>
Options Authorized 800,000 800,000
======= =======
Outstanding, Beginning of year 486,800 $ 8.25 --
Options Granted 877,900 3.64 492,300 $ 8.25
Options Forfeited (580,300) 8.25 (5,500) 8.25
----------- -------- -------- -----------
Options Outstanding 784,400 3.00 486,800 $ 8.25
=========== ======== ======== ===========
Options Exercisable 189,000 $ 3.00 --
=========== ======== ========
Weighted average fair value of options granted
at market value $ 6.69 $ 5.36
======== ===========
Weighted average fair value of options granted
above market value $ 1.53 $ --
======== ===========
</TABLE>
F-18
<PAGE> 47
ORBIT / FR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
16. STOCK OPTION PLAN (CONTINUED)
The Company has elected to follow APB 25 and the related
interpretations in accounting for stock options because, as discussed below, the
alternative fair value accounting provided for under SFAS 123, requires the use
of option valuation models that were not developed for use in valuing stock
options. Under APB 25, because the exercise price of the Company's stock options
equals or exceeds the market price of the underlying common stock on the date of
grant, no compensation expense is recognized.
Pro forma information regarding net income and earnings per share is
required by SFAS 123, which also requires that the information be determined as
if the Company has accounted for stock options under the fair value method of
SFAS 123. The fair value for the Company's stock options granted is estimated at
the date of grant using a Black-Scholes option pricing model with the following
weighted-average assumptions for 1998 and 1997; risk-free interest rate of 5.5%;
no expected dividend payments; volatility factor of the expected price of the
Company's common stock, based on historical volatility, of 122.5% and 60.0%; and
a weighted-average expected life of the option of 7 years.
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. As noted above, the Company's stock options are
vested over an extended period. In addition, option models require the input of
highly subjective assumptions including future stock price volatility. Because
the Company's stock options have characteristics significantly different from
those of traded options, and because changes in the subjective assumptions can
materially affect the fair value estimates, in management's opinion, the
Black-Scholes model does not necessarily provide a reliable measure of the fair
value the Company's stock options.
In response to a sharp decline in the Company's share price and as a
long-term incentive to its employees, the Company repriced all options
outstanding on October 23, 1998 to $3 per share. The new option price of $3
exceeded the current market price of the underlying shares at the time of
repricing.
For purposes of pro-forma disclosure under FASB 123, the estimated fair
value of the Company's options is amortized over the options vesting period. The
impact of the repricing has been considered in the pro-forma information. The
Company's pro-forma information for 1998 and 1997 is as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1998 1997
------- -------
<S> <C> <C>
Net income (loss) as reported under APB 25 $(4,131) $ 3,126
Stock option expense per FASB 123 (283) (732)
------- -------
Pro-forma net income (loss) $(4,414) $ 2,394
======= =======
Pro-forma basic earnings (loss) per share $ (0.73) $ 0.47
======= =======
Pro-forma diluted earnings (loss) per share $ (0.73) $ 0.46
======= =======
</TABLE>
F-19
<PAGE> 48
ORBIT / FR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
17. STOCKHOLDERS' EQUITY
Common Stock
The holders of shares of Common Stock are entitled to one vote for each
share on record on any matters to be voted on by the stockholder. The holders of
Common Stock are entitled to receive dividends if declared by the Board of
Directors and to share ratably in the assets of the Company legally available
for distribution to its stockholders in the event of liquidation, dissolution or
winding-up of the Company. Holders of Common Stock have no preemptive,
subscription, redemption or conversion rights.
Preferred Stock
The Company's Board of Directors may, without further action by the
Company's stockholders, from time to time, direct the issuance of shares of
Preferred Stock in series and may, at the time of issuance, determine the
rights, preferences and limitations of each series. The holders of Preferred
Stock would normally be entitled to receive a preference payment in the event of
any liquidation, dissolution or winding-up of the Company before any payment is
made to the holders of the Common Stock. The issuance of Preferred Stock could
decrease the amount of earnings and assets available for distribution to the
holders of Common Stock or could adversely affect the rights and powers,
including voting rights, of the holders of Common Stock.
Treasury Stock
On June 24, 1998, the Company's Board approved the repurchase of up to
300,000 shares of its stock. Since that time, the Company has repurchased 41,800
shares for $162. The treasury shares have been recorded at cost.
Initial Public Offering
On June 17, 1997, the Company filed a Form S-1 Registration Statement
with the Securities and Exchange Commission whereby 2,300,000 shares of its
common stock (including an overallotment of 300,000 shares sold by the Parent)
were offered and sold at $8.25 per share (less underwriting discounts and
commissions). The Company generated net proceeds of $14,108 in connection with
this offering.
F-20
<PAGE> 49
Schedule II - Valuation and Qualifying Accounts
ORBIT/FR, Inc. and Subsidiaries
December 31, 1998
<TABLE>
<CAPTION>
Balance at Charged to Balance at
Beginning Costs and End of
of period Expenses Deductions period
---------- ---------- ---------- ----------
Year ended December 31, 1998
<S> <C> <C> <C> <C>
Allowance for doubtful accounts $115,773 $375,037 -- $490,810
Year ended December 31, 1997
Allowance for doubtful accounts -- 115,773 -- $115,773
Year ended December 31, 1996
Allowance for doubtful accounts -- -- -- --
</TABLE>
<PAGE> 1
BYLAWS
OF
ORBIT/FR, INC.
ARTICLE I
Section 1. The registered office of the corporation in the State of
Delaware shall be at 1013 Centre Road, Wilmington, DE 19805, County of New
Castle. The name of the registered agent of the corporation shall be The
Corporation Service Company.
Section 2. The corporation may also have offices at such other
places as the Board of Directors may from time to time appoint or the business
of the corporation may require.
ARTICLE II
SEAL
Section 3. The corporate seal shall have inscribed thereon the name
of the corporation, the year of its organization and the words "Corporate Seal,
Delaware."
ARTICLE III
STOCKHOLDERS MEETINGS
Section 4. Place of Meetings: Meetings of stockholders shall be held
at the registered office of the corporation in this state or at such place,
either within or without this state, as may be selected from time to time by the
Board of Directors.
Section 5. Annual Meetings: The annual meeting of the stockholders
shall be held on such date and at such time as may be determined by the Board of
Directors. The stockholders shall elect a Board of Directors and transact such
other business as may properly be brought before the meeting. Any business which
is a proper subject for stockholder action may be transacted at the annual
meeting, irrespective of whether the notice of said meeting contains any
reference thereto, except as otherwise provided by applicable statute or
regulation.
Section 6. Special Meetings: Special meetings of the stockholders
may be called at any rime by the Chairman of the Board of Directors or the Board
of Directors, or stockholders entitled to cast at least 331/3% of the votes
which all stockholders are entitled to cast at the particular meeting. At any
time, upon written request of any person or persons who have duly called a
special meeting, it shall be the duty of the Secretary to fix the date of the
meeting, to be held not more than
<PAGE> 2
sixty days after receipt of the request, and to give due notice thereof. If the
Secretary shall neglect or refuse to fix the date of the meeting and give notice
thereof, the person or persons calling the meeting may do so. Business
transacted at all special meetings shall be confined to the objects stated in
the call and matters germane thereto, unless all stockholders entitled to vote
are present and consent. Written notice of a special meeting of stockholders
stating the time and place and purpose or purposes thereof, shall be given to
each stockholder entitled to vote thereat in accordance with Article III,
Section 7, unless a, greater period of notice is required by statute in a
particular case.
Section 7. Conduct of Stockholders' Meetings: The Chairman of the
Board shall preside at all stockholders' meetings, or, in his absence, the Board
of Directors shall select the presiding officer of the meeting. The officer
presiding over a stockholders' meeting shall have the right and authority to
prescribe such rules, regulations and procedures and to do all such acts and
things as are necessary or desirable for the proper conduct of the meetings at
which he presides, including, without limitation, the establishment of the
procedures for the maintenance of order, safety, limitations on the time
allotted to questions or comments on the affairs of the corporation,
restrictions on entry to any such meeting after the time prescribed for the
commencement thereof, and the opening and closing of the voting polls. The
revocation of a proxy shall not be effective until written notice thereof has
been given to the Secretary of the corporation.
Section 8. Quorum and Voting: A majority of the outstanding shares
of the corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than a majority of the
outstanding shares entitled to vote is represented at a meeting, a majority of
the shares so represented may adjourn the meeting, provided that written notice
of such adjourned meeting shall be given to stockholders not less than ten nor
more than sixty days before the date of such adjourned meeting. At such
adjourned meeting at which a quorum shall then be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum. Every stockholder of record
who is entitled to vote shall at every meeting of the stockholders be entitled
to one vote for each share of stock held by him on the record date. At all
meetings of the stockholders at which a quorum is present, all matters shall be
decided by a majority vote of the shares of stock present in person or by proxy
and entitled to vote thereon, except as otherwise required by law or the
Certificate of Incorporation.
Section 9. Proxies: Each stockholder entitled to vote at a meeting
of stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period. A duly executed proxy shall
be irrevocable if it states that it is irrevocable and if, and only as long as,
it is coupled with an interest sufficient in law to support an irrevocable
power. A proxy may be made irrevocable regardless of whether the interest with
which it is coupled is an interest
<PAGE> 3
in the stock itself or an interest in the corporation generally. All proxies
shall be filed with the Secretary of the meeting before being voted upon.
Section 10. Notice of Meetings: Whenever stockholders are required
or permitted to take any action at a meeting, a written notice of the meeting
shall be given which shall state the place, date and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called. Unless otherwise provided by law, written notice of any meeting shall
be given not less than ten nor more than sixty days before the date of the
meeting to each stockholder entitled to vote at such meeting.
Section 11. Consent In Lieu of Meetings: Any action required to be
taken at any annual or special meeting of stockholders of the Corporation, or
any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and shall be delivered to the corporation by delivery to its registered office
in this State, its principal place of business, or an officer or agent of the
corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
Every written consent shall bear the date of signature of each stockholder who
signs the consent and no written consent shall be effective to take the
corporate action referred to therein unless, within sixty days of the earliest
dated consent delivered in the manner required by this Section to the
corporation, written consents signed by a sufficient number of holders to take
action are delivered to the corporation by delivery to its registered office in
this State, its principal place of business, or an officer or agent of the
corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the corporations registered office
shall be by hand or by certified or registered mail, return receipt requested.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing.
Section 12. List of Stockholders: The officer who has charge of the
stock ledger of the corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. No share of stock upon which any installment is due and unpaid
shall be voted at any meeting. The list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time
<PAGE> 4
and place of the meeting during the whole time thereof, and may be inspected by
any stockholder who is present. Section 1.
ARTICLE IV
DIRECTORS
Section 13. Powers: The business and affairs of this corporation
shall be managed by its Board of Directors.
Section 14. Election and Term. The directors shall be elected by the
stockholders at the annual meeting of stockholders of the corporation. Each
director shall be elected for the term of one year and until his successor shall
have been elected and shall qualify or until his earlier resignation or removal.
Section 15. Number: The number of directors shall consist of not
less than three nor more than thirteen. The exact number of directors shall be
such number as shall be determined from time to time by the Board of Directors.
Section 16. Nomination for Directors: Nominations for election of
the Board of Directors may be made by the Board of Directors or by any
stockholder of any outstanding class of capital stock of the corporation
entitled to vote for the election of Directors, subject to any contrary
provisions contained in the Certificate of Incorporation, as amended from time
to time. Nominations, other than those made by or on behalf of the Board of
Directors of the corporation, shall be made in writing, and shall be delivered
to the Chairman of the Board of the corporation not later than (i) with respect
to an election to be held at an annual meeting of stockholders, the latest date
upon which stockholder proposals must be submitted to the Corporation for
inclusion in the Corporation's proxy statement relating to such meeting pursuant
to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or other
applicable rules or regulations under the federal securities laws or, if no such
rules apply, at least ninety days prior to the date one year from the date of
the immediately preceding annual meeting of stockholders, and (ii) with respect
to an election to be held at a special meeting of stockholders, the close of
business on the tenth day following the date on which notice of such meeting is
first given to stockholders. Each such nomination shall be accompanied by the
written consent of the proposed nominee and shall contain the following
information to the extent known to the notifying shareholder.
(1) The name and address of each proposed nominee;
(2) The principal occupation of each proposed nominee;
(3) The total number of shares of capital stock of the
corporation that will be voted for each of the proposed nominees;
<PAGE> 5
(4) The name and residence of the notifying shareholder;
(5) The number of shares of capital stock owned by the
notifying shareholder;
(6) The information regarding the proposed nominee which would
be required to be disclosed in a proxy statement filed under the Securities
Exchange Act of 1934.
Nominations not made in accordance herewith may be disregarded by the Chairman
of the meeting and, upon his instructions, the judges of election may disregard
all votes cast for each such nominee.
Section 17. Resignations: Any director may resign at any time. Such
resignation shall be in writing, but the acceptance thereof shall not be
necessary to make it effective.
Section 18. Regular Meetings: Regular meetings of the Board of
Directors shall be held quarterly at such time and place as shall be determined
by the Board of Directors. Notice of a regular meeting of the Board of Directors
shall be given at least 24 hours (in the case of notice by telephone, telex, TWX
or telecopier) or 48 hours (in the case of notice by telegraph, courier service
or express mail) or 5 days (in the case of notice by first class mail) before
the time at which the meeting is to be held. Neither the business to be
transacted at, nor the purpose of, any regular meeting of the Board of Directors
need be specified in a notice of the meeting,
Section 19. Special Meetings: Special Meetings of the Board of
Directors may be called by the Chairman of the Board or the President and shall
be called by the Secretary in like manner on the written request of a majority
of the directors in office. Notice of all special meetings shall be given at
least 24 hours (in the case of notice by telephone, telex, TWX or telecopier) or
48 hours (in the case of notice by telegraph, courier service or express mail)
or 5 days (in the case of notice by first class mail) before the time at which
the meeting is to be held. Neither the business to be transacted at, nor the
purpose of, any special meeting of the Board of Directors need be specified in a
notice of the meeting.
Section 20. Quorum and Manner of Acting: A majority of the total
number of directors shall constitute a quorum for the transaction of business.
At all meetings of directors at which a quorum is present, all matters shall be
decided by the affirmative vote of a majority of the directors present, except
as otherwise required by law. The Board of Directors may hold its meetings at
such place or places inside or outside of the State of Delaware as the Board may
determine.
Section 21. Consent in Lieu of Meeting: Any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken
<PAGE> 6
without a meeting if all members of the Board of Directors or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board of Directors or the committee.
Section 22. Conference Telephone: One or more directors may
participate in a meeting of the Board of Directors, of a committee of the Board
of Directors or of the stockholders, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other; participation in this manner shall constitute
presence in person at such meeting.
Section 23. Compensation: The Board of Directors shall have the
authority to fix the compensation of directors.
Section 24. Removal: Any director may be removed, with or without
cause, by a majority of the directors or by the holders of a majority of the
shares then entitled to vote at an election of directors.
Section 25. Reports and Records: The reports of officers and
committees shall be filed with the Secretary of the Board. The Board of
Directors shall keep complete records of its proceedings in a minute book kept
for that purpose. When a director shall request it, the vote of each director
upon a particular question shall be recorded in the minutes.
ARTICLE V
COMMITTEES
Section 26. Committees: The Board of Directors may, by resolution
passed by a majority of the entire Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation, which, to the extent provided in the resolution and permitted by
law, shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the corporation and may authorize the
seal of the corporation to be affixed to all papers which may require it. The
Board of Directors may designate one or more directors as alternate members at
any meeting of the committee. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
Board of Directors. Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.
Section 27. Appointment of Additional Members to Committees: In the
absence or disqualification of any member of such committee or committees, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum; may unanimously appoint
another director to act at the meeting in the place of any such absent or
disqualified member.
<PAGE> 7
ARTICLE VI
OFFICERS
Section 28. Officers: The following officers of the corporation
shall be chosen by the Board of Directors: the Chairman of the Board, Vice
Chairman of the Board (if any), President, Secretary and Treasurer. The Chairman
of the Board and the President shall each have the authority to choose one or
more Vice Presidents and such other officers as he shall deem necessary. Any
number of offices may be held by the same person.
Section 29. Salaries: The salaries and compensation of the Chairman
of the Board, the President, all other officers and assistant officers shall be
fixed by the Board of Directors.
Section 30. Term of Office: Any officer or agent elected or
appointed by the Board of Directors or by the President may be removed at any
time by the Board of Directors with or without cause.
Section 31. Chairman of the Board: Unless otherwise provided, the
Chairman of the Board shall preside at all meetings of the Board of Directors
and of the stockholders of the corporation. The Chairman of the Board shall
perform such duties as may be prescribed by the Board, including carrying out
the policies, programs, orders and resolutions adopted or approved by the Board
of Directors. He shall have the authority to execute and seal or cause to be
sealed, all agreements and instruments requiring such execution, except to the
extent that signing and execution thereof shall have been expressly delegated by
the Board of Directors to some other officer or agent of the corporation. He
shall be ex-officio a member of all committees, and shall have the general power
and duties of supervision and management usually vested in the office of
Chairman of the Board of a corporation. In the event of the absence or
disability of the President, the Chairman of the Board shall perform the duties
and have the powers and authorities of the President.
Section 32. Vice Chairman: A Vice Chairman, if there be one, shall
have the powers and duties as may be delegated to him or her by the Board of
Directors. Unless otherwise provided by the Board, in the event of the absence
or disability of the Chairman of the Board, the Vice Chairman shall perform the
duties and have the powers and authorities of the Chairman.
Section 33. President: Subject to such supervisory powers given to
the Chairman of the Board, the President shall be the Chief Executive Officer of
the corporation; he shall have general and active management of the business of
the corporation, shall see that all orders and resolutions of the Board of
Directors are carried into effect, subject however, to the right of the
directors to delegate any specific powers, except such as may be by statute
exclusively conferred on the President, to any other officer or officers of the
corporation. He
<PAGE> 8
shall have the authority to execute and seal or cause to be sealed, all
agreements and instruments requiring such execution, except to the extent that
signing and execution thereof shall have been expressly delegated by the Board
of Directors to some other officer or agent of the corporation. He shall be
ex-officio a member of all committees, and, subject to the Powers conferred to
the Chairman of the Board, shall have the general power and duties of
supervision and management usually vested in the office of President of a
corporation.
Section 34. Vice President: A Vice President, if there be one, shall
have the powers and duties as may be delegated to him or her by the President.
One Senior Vice President shall be designated by the Board of Directors to
perform the duties and exercise the powers of the President in the event of the
President's absence or disability.
Section 35. Secretary: The Secretary shall attend all sessions of
the Board and all meetings of the stockholders and act as clerk thereof, and
record all the votes of the corporation and the minutes of all its transactions
in a book to be kept for that purpose, and shall perform like duties for all
committees of the Board of Directors when required. He or she shall give. or
cause to be given, notice of all meetings of the stockholders and of the Board
of Directors, and shall perform such other duties as may be prescribed by the
Board of Directors or President, and under whose supervision he or she shall be.
He or she shall keep in safe custody the corporate seal of the corporation, and
when authorized by the Board of Directors, affix the same to any instrument
requiring it.
Section 36. Treasurer: The Treasurer shall have custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation, and shall keep
the moneys of the corporation in a separate account to the credit of the
corporation. He or she shall disburse the funds of the corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and directors, at the regular
meetings of the Board of Directors, or whenever they may require it, an account
of all his transactions as Treasurer and of the financial condition of the
corporation.
Section 37. Assistant Officers: Any assistant officers to the
Secretary, Treasurer or any Vice President shall have such duties as may be
prescribed by the President, or the officer to whom they are an assistant.
Assistant officers shall perform the duties and have the power of the officer to
whom they are an assistant in the event of such officer's absence or disability.
ARTICLE VII
VACANCIES
Section 38. Vacancies: Any vacancy occurring in any directorship or
in the office of Chairman of the Board, President, Secretary or Treasurer of the
corporation by death,
<PAGE> 9
resignation, removal or otherwise, shall be filled by the Board of Directors or,
in the case of any Vice President or other officer, by the Chairman of the Board
or the President. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, although less than a quorum, or by a sole
remaining director. If at any time, by reason of death or resignation or other
cause, the corporation should have no directors in office, then any officer or
any stockholder or an executor, administrator, trustee or guardian of a
stockholder, or other fiduciary entrusted with like responsibility for the
person or estate of a stockholder, may call a special meeting of stockholders in
accordance with the provisions of these By-Laws.
Section 39. Resignations Effective at Future Date: When one or more
directors shall resign from the Board of Directors, effective at a future date,
a majority of the directors then in office, including those who have so
resigned, shall have power to fill such vacancy or vacancies, the vote thereon
to take effect when such resignation or resignations shall become effective.
ARTICLE VIII
INDEMNIFICATION
Section 40. Right to Indemnification: Each person who was or is a
party to, or is threatened to be made a party to, or is involved in, any action,
suit or proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding"), including, without limitation, a Proceeding by or in the right of
the corporation to procure a judgment in its favor, by reason of the fact that
he or she (or a person for whom he or she is the legal representative) is or was
a director or officer of the corporation, or is or was serving at the request of
the corporation as a director or officer of another corporation, or of a
partnership, joint venture, trust or other enterprise (including service with
respect to employee benefit plans) and whether the basis of such Proceeding is
alleged action in an official capacity as a director or officer, or in any other
capacity while serving as a director or officer, shall be indemnified and held
harmless by the corporation to the fullest extent authorized by the General
Corporation Law of the State of Delaware (the "DGCL"), as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
such amendment permits the corporation to provide broader indemnification rights
than said law permitted the corporation to provide prior to such amendment)
against all expenses, liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith. Such right shall be a contract right and shall include the right to
be paid by the corporation for expenses (including attorneys' fees) incurred in
defending any such Proceeding in advance of its final disposition; provided,
however, that to the extent mandated by the DGCL, the payment of such expenses
incurred by a director or officer of the corporation in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of
<PAGE> 10
such Proceeding, shall be made only upon delivery to the corporation of an
undertaking, by or on behalf of such director or officer, to repay all amounts
so advanced if it should be determined ultimately that such director or officer
is not entitled to be indemnified under this section or otherwise. Section 1.
Section 41. Right of Claimant to Bring Suit: If a claim under
Section 1 is not paid in full by the corporation within ninety (90) days after a
written claim has been received by the corporation, the claimant may at any time
thereafter bring suit against the corporation to recover the unpaid amount of
the claim, and if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any Proceeding in advance of its final disposition where
the required undertaking has been tendered to the corporation) that the claimant
has not met the standards of conduct which make it permissible under the DGCL
for the corporation to indemnify the claimant for the amount claimed, but the
burden of proving such defense shall be on the corporation. Neither the failure
of the corporation (including its Board of Directors or any committee thereof,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable standard of
conduct set forth in the DGCL, nor an actual determination by the corporation
(including its Board of Directors or any committee thereof, independent legal
counsel, or its stockholders) that the claimant had not met such applicable
standard of conduct, shall create a presumption that claimant had not met the
applicable standard of conduct.
Section 42. Non-Exclusivity of Rights: The rights conferred by
Sections 1 and 2 shall not be exclusive of any other right which such person may
have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, bylaws, agreement, vote of stockholders or of disinterested
directors or otherwise.
Section 43. Insurance: The corporation may maintain insurance, at
its expense, to protect itself, and any such director or officer of the
corporation, or of another corporation, partnership, joint venture, trust or
other enterprise, against any such expense, liability or loss, whether or not
the corporation would have the power to indemnify such person against such
expense, liability or loss under the DGCL.
ARTICLE IX
CORPORATE RECORDS
Any stockholder of record, in person or by attorney or other agent,
shall, upon written demand under oath stating the purpose thereof, have the
right during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records, and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a
<PAGE> 11
stockholder. In every instance where an attorney or other agent shall be the
person who seeks the right to inspection, the demand under oath shall be
accompanied by a power of attorney or such other writing which authorizes the
attorney or other agent to so act on behalf of the stockholder. The demand under
oath shall be directed to the corporation at its registered office in this state
or at its principal place of business.
ARTICLE X
STOCK CERTIFICATES, DIVIDENDS, ETC.
Section 44. Stock Certificates: The stock certificates of the
corporation shall be numbered and registered in the share ledger and transfer
books of the corporation as they are issued. They shall bear the corporate seal
and shall be signed by the Chairman of the Board or the President and Secretary.
Section 45. Transfers: Transfers of shares shall be made on the
books of the corporation upon surrender of the certificates therefor endorsed by
the person named in the certificate or by attorney, lawfully constituted in
writing. No transfer shall be made which is inconsistent with law. The
corporation may appoint, or authorize any principal officer or officers to
appoint, one or more transfer clerks or one or more transfer agents and one or
more registrars, and may require all certificates of stock to bear the signature
or signatures of any of them.
Section 46. Lost Certificate: The corporation may issue a new
certificate of stock in the place of any certificate theretofore signed by it,
alleged to have been lost, stolen, mutilated or destroyed, and the corporation
may require the owner of the lost, stolen, mutilated or destroyed certificate,
or his legal representative to give the corporation a bond sufficient to
indemnify it against any claim that may be made against it on account of the
alleged loss, theft, mutilation or destruction of any such certificate or the
issuance of such new certificate.
Section 47. Record Date: In order that the corporation may determine
the stockholders entitled to notice of or to vote at any meeting of
stockholders, or to receive payment of any dividend or other distribution or
allotment of any rights or to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date on which the resolution fixing the record date is adopted and
which record date shall not be more than sixty nor less than ten days before the
date of any meeting of stockholders, nor more than sixty days prior to the time
for such other action as hereinbefore described; provided, however, that if no
record date is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held, and, for determining
stockholders entitled to receive payment of any dividend or other distribution
or allotment of rights or to exercise any rights of change, conversion or
exchange of stock or for any other
<PAGE> 12
purpose, the record date shall be at the close of business on the day on which
the Board of Directors adopts a resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
In order that the corporation may determine the stockholders entitled to consent
to corporate action in writing without a meeting, the Board of Directors may fix
a record date, which shall not precede the date upon which the resolution fixing
the record date is adopted by the Board of Directors, and which record date
shall be not more than ten days after the date upon which the resolution fixing
the record date is adopted. If no record date has been fixed by the Board of
Directors and no prior action by the Board of Directors is required by the
Delaware General Corporation Law, the record date shall be the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the corporation in the manner prescribed by Article III,
Section 8 hereof. If no record date has been fixed by the Board of Directors and
prior action by the Board of Directors is required by the Delaware General
Corporation Law with respect to the proposed action by written consent of the
stockholders, the record date for determining stockholders entitled to consent
to corporate action in writing shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action.
Section 48. Dividends: The Board of Directors may declare and pay
dividends upon the outstanding shares of the corporation, from time to time and
to such extent as they deem advisable, in the manner and upon the terms and
conditions provided by statute and the Certificate of Incorporation.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 49. Checks: All checks or demands for money and notes of the
corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate.
Section 50. Fiscal Year: The fiscal year of the corporation shall be
fixed by the Board of Directors.
Section 51. Emergency Bylaws: In the event of any emergency
resulting from an attack on the United States or on a locality in which the
corporation conducts its business or customarily holds meetings of its Board of
Directors or its stockholders, or during any nuclear or atomic disaster, or
during the existence of any catastrophe, or other similar emergency condition,
as a result of which a quorum of the Board of Directors or a standing committee
thereof cannot readily be convened for action, the Board of Directors may adopt
emergency bylaws subject to repeal or change by action of the stockholders. The
emergency bylaws may make any provision
<PAGE> 13
that may be practical and necessary for the circumstances of the emergency,
including provisions that:
(1) A meeting of the Board of Directors or of any committee
thereof may be called by any officer or director in such manner and under such
condition as shall be prescribed in the emergency bylaws and notice of any
meeting of the Board of Directors during an emergency may be given only to such
of the directors as it may be feasible to reach at the time and by such means as
may be feasible at the time, including publication or radio;
(2) The director or directors in attendance at the meeting of
the Board of Directors or of any committee thereof, or any greater number fixed
by the emergency bylaws, shall constitute a quorum;
(3) The officers or other persons designated on a list
approved by the Board of Directors before the emergency, all in such order of
priority and subject to such conditions and for such period of time (not longer
than reasonably necessary after the termination of the emergency) as may be
provided in the emergency bylaws or in the resolution approving the list, shall,
to the extent required to provide a quorum at any meeting of the Board of
Directors, be deemed directors for such meeting;
(4) The Board of Directors, either before or during any such
emergency, may provide, and from time to time modify, lines of succession in the
event that during such emergency any or all officers or agents of the
corporation shall for any reason be rendered incapable of discharging their
duties;
(5) The Board of Directors, either before or during any such
emergency, may, effective in the emergency, change the head office or designate
several alternative head offices or regional Offices, or authorize the officers
so to do;
(6) No officer, director or employee acting in accordance with
any emergency bylaws shall be liable except for wilful misconduct; and
(7) To the extent not inconsistent with any emergency bylaws
so adopted, these Bylaws of the corporation shall remain in effect during any
emergency and upon its termination the emergency bylaws shall cease to be
operative.
Section 52. Severability: If any provision of these Bylaws is
illegal or unenforceable as such, such illegality or unenforceability shall not
affect any other provision of these Bylaws and such other provisions shall
continue in full force and effect.
ARTICLE XII
AMENDMENTS
<PAGE> 14
These Bylaws may be amended or repealed, in whole or in part, by the
Board of Directors at any regular or special meeting of the Board of Directors
or by the vote of stockholders of record entitled to cast at least a majority of
the votes which all stockholders are entitled to cast thereon, at any regular or
special meeting of the stockholders, duly convened after notice to the
stockholders of that purpose. Bylaws, whether made or altered by the
stockholders or the Board of Directors, shall be subject to amendment or repeal
by the stockholders as provided in this Article XII. The text of all amendments
and repeals to these Bylaws shall be attached to the Bylaws with a notation of
the date of each such amendment or repeal and a notation of whether such
amendment or repeal was adopted by the Board of Directors or the stockholders.
ARTICLE XIII
APPROVAL OF BYLAWS AND
RECORD OF AMENDMENTS AND REPEALS
Section 53. Approval and Effective Date: These Bylaws have been
approved as the Bylaws of the corporation as of the 9th day of October, 1998 and
shall be effective as of said date.
Section 54. Amendments or Repeals:
<TABLE>
<CAPTION>
Section Involved Date Amended or Repealed Approved By
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