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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A-1
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 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 0-8623
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ROBOTIC VISION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 11-2400145
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification
organization) No.)
5 SHAWMUT ROAD, CANTON, 02021
MASSACHUSETTS
(Address of principal (Zip Code)
executive offices)
</TABLE>
Registrant's telephone number, including area code (781) 821-0830
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
NAME OF EACH
EXCHANGE
ON WHICH
TITLE OF EACH CLASS REGISTERED
- ------------------------------ ----------------
None None
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes __ No __
The number of shares outstanding of the Registrant's common stock is 24,885,789
(as of 1/8/99)
The aggregate market value of the voting stock held by non-affiliates of the
Registrant is $96,432,000 (as of 1/8/99).
DOCUMENTS INCORPORATED BY REFERENCE
Registrant's Proxy Statement for its Annual Meeting of Stockholders scheduled to
be convened in April 1999.
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
(a) GENERAL
Robotic Vision Systems, Inc. ("RVSI" or the "Company"), designs,
manufactures, markets and sells automated 1-dimensional ("1-D"), 2-dimensional
("2-D") and 3-dimensional ("3-D") machine vision-based products and systems for
inspection, measurement and identification, and is a leader in advanced
electro-optical sensor technology.
RVSI was incorporated in New York in 1976 and reincorporated in Delaware in
1977. Its executive offices are located at 5 Shawmut Road, Canton, Massachusetts
02021; telephone (781) 821-0830.
Unless otherwise noted, all subsequent references to RVSI or to the Company
in this Annual Report shall be deemed to refer to RVSI or the Company, as
applicable, and its consolidated subsidiaries as a single enterprise.
(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
For the purpose of segment reporting, management considers the Company to
operate in one industry, the machine vision industry.
(c) NARRATIVE DESCRIPTION OF BUSINESS
(i) Principal Products and Product Development
A. SEMICONDUCTOR EQUIPMENT GROUP ("SEG") is comprised of RVSI's Electronics
Division ("Electronics"), as well as its wholly owned subsidiaries, Systemation
Engineered Products, Inc. ("Systemation") and Vanguard Automation, Inc.
("Vanguard").
Electronics supplies inspection equipment to the semiconductor industry. The
Electronics LS, GS and CS Series lead scanning systems offer automated,
high-speed, 3-D semiconductor package lead inspection with the added feature of
non-contact scanning of the packages in their shipping trays ("in-tray
scanning"). The systems use a laser-based, non-contact, 3-D measurement
technique to inspect and sort quad flat packs, thin quad flat packs, chip scale
packages ("CSP"), ball grid arrays ("BGA") and thin small outline packs in their
carrying trays. The system measurements include coplanarity, total package
height, true position spread and span, as well as lead angle, width, pitch and
gap.
Systemation offers tape-and-reel component processing systems designed to
handle CSP and BGA packages. RVSI believes that Systemation's expertise in
designing and manufacturing systems that handle components in tubes provides
RVSI with the means to further expand the breadth of its product offerings to
the semiconductor market.
Vanguard is the leading supplier of BGA and CSP equipment for the
semiconductor and connection industries. Customers for Vanguard's proprietary
BGA and CSP equipment include over a dozen of the top semiconductor
manufacturers in the world.
B. ACUITY CIMATRIX DIVISION
In June 1998, RVSI combined its Acuity Imaging Division, which was comprised
of Acuity Imaging LLC ("Acuity") and Northeast Robotics LLC ("NER"), Acuity's
wholly owned subsidiary, with its CiMatrix Division ("CiMatrix"), which was
comprised of Computer Identics Corporation and International Data Matrix, Inc.,
both wholly owned subsidiaries of RVSI. The combined operations is called the
Acuity CiMatrix Division.
The Acuity CiMatrix Division designs, manufactures and markets 1-D and 2-D
data collection products and barcode reading systems, as well as 2-D machine
vision systems and lighting products for use in industrial automation. These
products are used by a broad range of businesses, including customers in the
semiconductor, electronics, automotive, pharmaceutical, consumer products,
postal services and
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material handling industries. In addition, RVSI owns the patent to the Data
Matrix code, a 2-D code resembling a scrambled checkerboard. Due to its small
size relative to the 1-D bar code label, the Data Matrix code can be directly
marked on parts and components greatly enhancing a manufacturer's capability for
serialization and traceability.
Machine vision systems use an image processing computer, software and
electronic cameras to perform such functions as measurement, flaw detection and
inspection of manufactured products. The Company's data collection and bar code
reading systems use similar functionality to read and collect data from 1-D and
2-D bar codes for purposes such as sortation, manufacturing quality control,
traceability and security.
In September 1998, Acuity CiMatrix introduced Visionscape, the first machine
vision product platform on a single PCI board for the Pentium/Windows PC. This
product family is designed to meet the needs of both original equipment
manufacturers, which incorporate vision products into their systems, as well as
for direct use by manufacturers on their factory floor.
In December 1998, Acuity CiMatrix introduced the MXi, the first hand-held
imager for reading digital direct part marks, 1-D barcodes and new, digital 2-D
symbologies, such as the Data Matrix code. This product is a result of a joint
venture with Polaroid Corporation which began in 1997. The MXi was co-designed
and will be manufactured by Polaroid for RVSI's exclusive distribution.
C. AIRCRAFT SAFETY DIVISION
In December 1998, the Company sold its Aircraft Safety Division to a
subsidiary of B.F. Goodrich for $4.5 million in cash. The Company no longer
considered this technology a key component of its product portfolio or future
strategic direction. The Company expects to report a gain of approximately $3.0
million on the sale in the first quarter of fiscal 1999.
(ii) MANUFACTURING
Each of the Company's production facilities are capable of fabricating and
assembling total electronic and electromechanical systems and subsystems.
Facilities include assembly and wiring operations that have the ability to
produce complex wiring harnesses, as well as intricate electronic subassemblies.
The Company maintains comprehensive test and inspection programs to ensure that
all systems meet exacting customer requirements for performance and quality
workmanship prior to delivery.
(iii) MARKETING AND SALES
The SEG's marketing strategy focuses on cultivating long-term relationships
with the leading manufacturers of electronic and semiconductor inspection and
quality control equipment. Its marketing efforts rely heavily on direct sales
methods. The selling cycle for products, generally, is between six to nine
months from initial customer contact to closure. A lengthier process is often
the case in the purchase of an initial unit. Subsequent purchases require less
time and often result in multiple orders. SEG sales activities in the domestic
market are handled by direct sales personnel. The SEG also maintains sales
capabilities in both Europe and the Far East through independent sales
representatives and distributors, providing access to all major markets for
electronic and semiconductor test equipment. A sales and technical support
office is maintained in Singapore.
The Acuity CiMatrix Division markets its products through a combination of
direct sales personnel, distributors and system integrators. For sales made
through distributors, the Acuity CiMatrix Division supports these activities
with direct sales management and technical support personnel. Besides sales and
support offices in various locations in the United States, the Acuity CiMatrix
Division also maintains sales and support offices in the United Kingdom, France
and Germany.
(iv) SOURCES OF SUPPLY
To support its internal operations and to extend its overall capacity, the
Company purchases a wide variety of components, assemblies and services from
proven outside manufacturers, distributors and
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service organizations. The Company has not experienced any significant
difficulty in obtaining adequate supplies to perform under its contracts.
A number of the Company's components and sub-systems are purchased from
single sources. The Company believes that alternative sources of supply could be
obtained, if necessary, without major interruption in production. In addition,
certain products or sub-systems developed and marketed by the Acuity CiMatrix
Division are incorporated into the SEG's product offerings.
(v) PROPRIETARY PROTECTION
At September 30, 1998 the Company owned over 100 issued U.S. patents, with
expiration dates ranging from 1999 to 2014. The Company also has various U.S.
and foreign registered trademarks.
The Company does not believe that its present operations are materially
dependent upon the proprietary protection that may be available to the Company
by reason of any one or more of such patents. Moreover, as its patent position
has not been tested, with the exception of the litigation referred to elsewhere
herein under "Legal Proceedings," no assurance can be given as to the
effectiveness of the protection afforded by its patent rights.
(vi) CUSTOMERS
Intel Corporation accounted for 20%, 23% and 13% of the Company's revenues
during its fiscal years ended September 30, 1998, 1997 and 1996, respectively.
No other customers accounted for more than 10% of such sales during the fiscal
years ended September 30, 1998, 1997 and 1996, respectively.
(vii) BACKLOG
At September 30, 1998 the Company's backlog was $16.9 million as compared to
$43.2 million at September 30, 1997. The Company believes that most of its
backlog at September 30, 1998 will be delivered in fiscal 1999. The Company does
not believe that its backlog at any particular time is necessarily indicative of
its long-term future business.
(viii) COMPETITION
The Company believes that machine vision has evolved into a new industry
over the past several years, in which a number of machine vision-based firms
have developed successful industrial applications for the technology. The
Company is aware that a large number of companies, estimated to be upward of 100
firms, entered the industry in the 1980's and that most of these were small
private concerns. Over the last several years the number of competitors has
narrowed to less than 25. The Company believes this is attributable, to a large
extent, to consolidation within the industry. Based upon the breadth of its
product lines, its customer base, and its level of revenues, the Company
believes that it is a significant factor in the machine vision industry.
(ix) RESEARCH AND DEVELOPMENT
Company-sponsored research and development efforts over recent years have
been largely devoted to continued development of advanced 2-D and 3-D vision
technology and applications software for use in various inspection and process
control automation systems. Research and development has also included activity
related to automatic identification technology development. Research and
development expenditures, net of capitalized software development costs, were
$28,121,000, $25,465,000 and $21,834,000 for the fiscal years ended September
30, 1998, 1997 and 1996, respectively. In the fiscal years ended September 30,
1998, 1997 and 1996, the Company capitalized $7,397,000, $4,842,000 and
$2,630,000, respectively, of its software development costs in accordance with
the provisions of Statement of Financial Accounting Standards No. 86.
(x) ENVIRONMENTAL REGULATION
The Company believes that compliance with federal, state, local and, where
applicable, foreign environmental regulations does not have any material effect
on its capital expenditures, earnings or competitive position.
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(xi) EMPLOYEES
At September 30, 1998 the Company employed 710 persons, of whom 295 were
engineering and other technical personnel. None of the Company's employees is a
member of a labor union.
(d) FINANCIAL INFORMATION RELATING TO FOREIGN AND DOMESTIC OPERATIONS AND EXPORT
SALES
Revenues from unaffiliated customers generated by the Company's European
subsidiaries were $14,556,000, $16,812,000 and $16,226,000 for the years ended
September 30, 1998, 1997 and 1996, respectively.
Total revenues to customers outside the U.S. were $108,711,000, $115,854,000
and $97,483,000 for the years ended September 30, 1998, 1997 and 1996,
respectively.
ITEM 2. PROPERTIES
The Company's executive offices, as well as its Acuity CiMatrix Division, is
located in a 60,000 square foot facility in Canton, Massachusetts. The Acuity
CiMatrix Division also maintains a 50,000 square foot engineering facility in
Nashua, New Hampshire and its NER operations are located in a 12,000 square foot
facility in Weare, New Hampshire. The Company's Electronics Division is located
in a 65,000 square foot facility located in Hauppauge, New York. Systemation's
operations are located in a 90,000 square foot facility located in New Berlin,
Wisconsin and Vanguard's operations are located in a 38,000 square foot facility
in Tucson, Arizona.
The Company also maintains sales and service offices across the United
States to support its various operations. The Acuity CiMatrix Division has sales
and service offices in the United Kingdom, France and Germany and the Company
maintains a sales and service office in Singapore to support its Electronics,
Systemation and Vanguard operations.
All of the Company's facilities are leased, with lease expiration dates
ranging from 1999 to 2013.
ITEM 3. LEGAL PROCEEDINGS
The Company, as plaintiff, was a party to an action initiated by the Company
in the United States District Court for the Eastern District of New York against
defendant Cybo Systems, Inc. ("Cybo"), entitled Robotic Vision Systems, Inc. v.
Cybo Systems, Inc. a/k/a Cybot Systems, Inc., alleging certain contractual
breaches by Cybo arising from the Company's sale to Cybo of the Company's
welding and cutting systems business. In October 1998, this action, including
all of Cybo's remaining counterclaims against the Company, was dismissed with
prejudice by mutual agreement of the Company and Cybo and without any payment by
either party to the other, following a partial summary judgment ruling by the
Court that had dismissed substantially all of Cybo's counterclaims against the
Company.
The Company, as plaintiff, was a party to two actions in the United States
District Court for the Central District of California against View Engineering,
Inc. ("View"), a wholly owned subsidiary of General Scanning, Inc. ("GSI") [see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and Note 11 to the Consolidated Financial Statements for information
with respect to the settlement in June 1998 of the Company's action in the
United States District Court for the Eastern District of New York against GSI
arising from GSI's August 1996 acquisition of View (the "GSI Settlement")],
alleging infringement by View of a number of the Company's patents relating to
View's assembly and distribution of View's own 3-D machine vision products. In
June 1998, the Court, in the first of these actions, involving the coplanarity
inspection of ball grid array semiconductor package substrates, found
infringement by View and granted the Company's request for injunctive relief
against View. This ruling has been appealed by View to the United States Appeals
Court for the Federal Circuit. The second
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of these actions, involving the "in-tray" inspection of semiconductor packages,
is unaffected by the GSI Settlement and is presently expected to come to trial
in the spring of 1999.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
(a) MARKET INFORMATION
The Company's Common Stock is quoted on The Nasdaq National Market under the
symbol ROBV. The following table sets forth the high and low closing prices for
the Company's Common Stock for the periods indicated:
<TABLE>
<CAPTION>
FISCAL QUARTER ENDED HIGH LOW
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<S> <C> <C>
September 30, 1998............................................................................... $ 4 7/8 $ 2
June 30, 1998.................................................................................... 12 3/4 3 1/2
March 31, 1998................................................................................... 14 3/8 10
December 31, 1997................................................................................ 17 1/2 10 1/4
September 30, 1997............................................................................... $ 16 7/8 $ 11 3/4
June 30, 1997.................................................................................... 11 7/8 8 3/8
March 31, 1997................................................................................... 18 1/4 10 3/4
December 31, 1996................................................................................ 15 3/8 10
</TABLE>
On January 8, 1999 the closing price of the Company's Common Stock was
$3 7/8 per share.
(b) HOLDERS
The number of holders of record of the Company's Common Stock as of January
8, 1999 was approximately 3,500.
(c) DIVIDENDS
The Company has not paid any cash dividends since its inception and does not
contemplate doing so in the near future. Any decisions as to the future payment
of dividends will depend on the earnings and financial condition of the Company
and such other factors as the Board of Directors deems relevant at that time.
In addition, the payment of cash dividends is restricted under the terms of
the Company's revolving credit arrangements with its bank.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
Statement of Operations Data:
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
FISCAL YEAR ENDED SEPTEMBER 30,
----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1998 1997 1996 1995 1994
---------- ---------- ---------- ---------- ----------
Revenues............................................. $ 169,007 $ 169,342 $ 153,975 $ 145,415 $ 102,056
Income (loss) before income taxes.................... $ (40,505) $ 1,393 $ (319) $ 12,092 $ 2,853
Provision (benefit) for income taxes................. $ -- $ 745 $ (1,154) $ (56) $ 1
Net income (loss).................................... $ (40,505) $ 648 $ 835 $ 12,148 $ 2,852
Basic net income (loss) per share.................... $ (1.65) $ 0.03 $ 0.04 $ 0.65 $ 0.16
Diluted net income (loss) per share.................. $ (1.65) $ 0.03 $ 0.04 $ 0.58 $ 0.15
</TABLE>
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Selected Balance Sheet Data:
(In Thousands)
<TABLE>
<CAPTION>
AT SEPTEMBER 30,
--------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1998 1997 1996 1995 1994
---------- ---------- ---------- --------- ---------
Total assets........................................... $ 121,571 $ 139,923 $ 107,471 $ 83,520 $ 50,410
Current assets......................................... $ 72,227 $ 110,541 $ 88,370 $ 71,755 $ 40,867
Total liabilities...................................... $ 84,774 $ 64,346 $ 43,858 $ 39,171 $ 33,459
Stockholders' equity................................... $ 36,797 $ 75,577 $ 63,613 $ 44,349 $ 16,951
Working capital (deficit).............................. $ (9,488) $ 55,159 $ 45,751 $ 34,590 $ 10,853
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
FISCAL YEARS ENDED SEPTEMBER 30, 1998 AND 1997
Revenues were $169.0 million for the fiscal year ended September 30, 1998,
compared to $169.3 million for the fiscal year ended September 30, 1997.
Primarily as a result of a severe downturn in the semiconductor capital
equipment industry, the Company's revenues declined from $53.8 million in the
first quarter of fiscal 1998 to a low of $28.4 million in the fourth quarter of
fiscal 1998. The Company's Electronics, Systemation and Vanguard operations were
adversely affected by a significant decline in orders, and cancellations of
previously placed orders, for semiconductor inspection and handling equipment.
The weak semiconductor industry conditions were largely a result of the Asian
economic crisis and excess industry capacity. In addition, revenues for the
Company's Acuity CiMatrix Division declined approximately 10% year-to-year,
largely as a result of lower revenues to customers in Asia and Europe.
Before the inventory provisions, the gross profit margin, as a percentage of
revenues, was 42.9% for the fiscal year ended September 30, 1998, compared to a
gross profit margin of 44.6% of revenues for the fiscal year ended September 30,
1997. In addition, the gross profit margin for the fiscal year ended September
30, 1998 was reduced by a provision for excess and obsolete inventories of $16.6
million, or 9.8% of revenues. The gross profit margin declined sequentially in
fiscal 1998 as result of proportionately high fixed manufacturing costs relative
to lower shipment levels, as well as the affect of a lower margin product mix.
In the third and fourth quarters of fiscal 1998, the Company took provisions
of $4.5 million and $12.1 million, respectively, for excess and obsolete
inventories primarily for its semiconductor inspection and handling equipment.
These provisions largely reflected reduced demand for older generation products
as a result of the severe semiconductor industry downturn.
During fiscal 1998, the Company took multiple steps to reduce its expenses
and to lower the level of revenues necessary for break-even results of
operations. These steps included a 10% workforce reduction in April 1998, a 15%
workforce reduction in June 1998 and an additional 16% workforce reduction in
September 1998, as well as curtailing discretionary spending and capital
expenditures. In June 1998, the Company combined its Acuity 2-D machine vision
operations with its CiMatrix 1-D and 2-D barcode reading and data collection
operations. Primarily as a result of these steps, the Company took a total of
$6.6 million in non-recurring charges in fiscal 1998. These charges included
$3.8 million for severance payments to terminated employees, $1.5 million for
costs associated with changing distributors in Asia, a $1.1 million non-cash
write-down of previously capitalized software development costs associated with
currently inactive products and $0.2 million in costs associated witht the
consolidation of the Acuity and CiMatrix operations. As a result of these
measures, research and development expenses and selling, general and
administrative expenses, combined, were reduced from $23.0 million in the second
quarter to $19.3 million in the fourth quarter of fiscal 1998.
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Research and development expenses were $28.1 million, or 16.6% of revenues,
in fiscal 1998, compared to $25.5 million, or 15.0% of revenues, in fiscal 1997.
The higher level of research and development expenses reflected the Company's
continued investment in new products, including new semiconductor inspection and
component handling systems, as well as new visual inspection and data collection
products. During fiscal 1998, the Company capitalized $7.4 million of its
software development costs, in accordance with Statement of Financial Accounting
Standards No. 86, compared to $4.8 million in fiscal 1997.
Selling, general and administrative expenses were $58.9 milion, or 34.8% of
revenues, in fiscal 1998, compared to $48.3 million, or 28.5% of revenues, in
fiscal 1997. The year-to-year increase in expenses is largely related to
personnel additions to the Company's sales and marketing organizations,
primarily in the first half of fiscal 1998. In addition, legal costs associated
with patent infringement and fraud litigation initiated by the Company against
GSI were $4.5 million in fiscal 1998.
The Company incurred merger costs of $0.6 million in the first quarter of
fiscal 1998 related to its acquisition of Vanguard Automation, Inc.
Net interest expense was $2.3 million in fiscal 1998 compared to $0.3
million in fiscal 1997. The increase in interest expense is a result of the
significantly higher level of bank borrowings in fiscal 1998. Proceeds from bank
borrowings during fiscal 1998 were primarily used to fund working capital
requirements and results of operations.
There was no tax provision in fiscal 1998 as a result of the loss for the
period. In fiscal 1997, the Company had a tax provision of $0.7 million relating
to minimum federal and state income taxes.
For fiscal 1998, the Company had a net loss, before inventory provisions and
non-recurring charges, of $17.3 million, or a loss of $0.70 per share. Including
inventory provisions of $16.6 million and non-recurring charges of $6.6 million,
the net loss for fiscal 1998 was $40.5 million, or a loss of $1.65 per share. In
fiscal 1997, the Company had net income of $0.6 million, or $0.03 per share.
FISCAL YEARS ENDED SEPTEMBER 30, 1997 AND 1996
Revenues of $169.3 million for the year ended September 30, 1997 represent
an increase of $15.4 million or 10.0%, over revenues of $154.0 million for the
year ended September 30, 1996. The increase in revenues was primarily
attributable to increased shipments of RVSI's LS-3000 Series and GS-5000 Series
semiconductor lead inspection systems.
The gross profit margin for the fiscal year ended September 30, 1997 was
46%, as compared to 45% for the fiscal year ended September 30, 1996.
Continued development of the LS-3000 and GS-5000 Series of lead scanning
systems, computerized visual inspection equipment, and barcode scanning and data
collection equipment, as well as the ID-1 aircraft wing ice detection system,
primarily accounted for $25.5 million in research and development expense, net
of capitalized software development costs, during the year ended September 30,
1997, as compared to $21.8 million during fiscal 1996. In its fiscal year ended
September 30, 1997, the Company capitalized $4.8 million of its software
development costs as compared to $2.6 million over the comparable 1996 period in
accordance with the provisions of Statement of Financial Accounting Standards
No. 86 ("SFAS No. 86"). Capitalized software development costs for the fiscal
year ended September 30, 1997 include $0.8 million of costs related to certain
acquired subsidiaries. These subsidiaries had not capitalized any software
development costs in prior years because prior to their respective acquisitions
by the Company they had not utilized detailed program designs in the software
development process. In general, the software development costs incurred by
these subsidiaries between the time working models were available and the
related software projects were released to customers were not material.
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Selling, general and administrative costs of $48.3 million increased by $3.4
million or 7.6%, for the year ended September 30, 1997 as compared to $44.9
million in the prior fiscal year, primarily as a result of increased marketing
and distribution costs. For the year ended September 30, 1997, net interest
expense was $0.3 million compared to net interest income of $0.2 million in the
comparable period in 1996. The decrease is a result of using a significant
portion of the Company's cash to finance growing accounts receivable and
inventory as the Company's revenue increased.
Net income for the year ended September 30, 1997 was $0.6 million or $0.03
per share, as compared to net income of $0.8 million, or $0.04, for the year
ended September 30, 1996.
During the fiscal year ended September 30, 1997, the Company recorded a net
provision for income taxes of $0.7 million. The current year provision primarily
relates to minimum federal and state income taxes which were partially offset by
a decrease in the valuation allowance relating to deferred tax assets which
emanated from a change in the legal structure of certain subsidiaries which
eliminated certain limitations on the Company's utilization of net operating
losses of acquired subsidiaries. During the fiscal year ended September 30,
1996, the Company recorded a net benefit from income taxes of $1.2 million. This
benefit primarily resulted from a decrease in the valuation allowance relating
to deferred tax assets which emanated from the Company's profitable operations
in fiscal 1996, and the extent to which the Company substantiated projected
future earnings.
The net deferred tax assets at September 30, 1997 and 1996 of $8.8 million
and $8.1 million, respectively, are equivalent to the benefit to be derived from
net operating loss carryforwards, and net deductible temporary differences that
were expected to be utilized to offset future taxable income projected as of the
respective balance sheet dates. The valuation allowance as of September 30, 1997
relates primarily to net operating loss carryforwards and tax credit
carryforwards of Acuity and CiMatrix which are subject to annual limitations.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash balance declined from $8.8 million at September 30, 1997
to $2.4 million at September 30, 1998, as a result of $18.7 million of net cash
used in operating activities, $9.1 million of net cash used for additions to
plant and equipment and $21.5 million of net cash provided by financing
activities.
The $18.7 million of net cash used in operating activities was primarily a
result of the loss for the year, less non-cash depreciation and amortization
charges.
Accounts receivable declined from $50.6 million at September 30, 1997 to
$32.4 million at September 30, 1998. This reduction in accounts receivable
largely reflects the much lower level of revenues in the fourth quarter of
fiscal 1998 ($28.4 million) as compared to the fourth quarter of fiscal 1997
($53.1 million).
Inventories were $36.2 million at September 30, 1998 compared to $39.1
million at September 30, 1997, a net reduction of $2.9 million, including a
total of $16.6 million in inventory provisions in fiscal 1998. Excluding the
inventory provisions, the increase in inventories in fiscal 1998 was largely a
result of revenues declining significantly below expectations, beginning late in
the second quarter, which resulted in higher than planned ending inventory
levels. The Company minimized the level of inventory purchases in the second
half of fiscal 1998, which resulted in a net decrease in inventories of $3.6
million during this period, excluding the inventory provisions.
During fiscal 1998, the Company had net additions to plant and equipment of
$9.1 million, which exceeded depreciation charges of $6.1 million. The additions
to plant and equipment were primarily for equipment used in research and
development activities, as well as customer support activities.
8
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The increase in other long-term assets of $8.4 million largely reflects an
increase in capitalized software development costs during fiscal 1998, net of
amortization, of $4.6 million, and an intangible asset of $3.75 million
reflecting the technology license and non-competition agreement obtained as a
result of the Company's settlement agreement with GSI. The Company has
classified its net deferred tax asset as a long-term asset as a result of the
loss for the fiscal year and the current uncertainty of realizing this tax
benefit in the near-term.
In June 1998, the Company and GSI executed a settlement agreement of the
Company's claims against GSI, which the Company had asserted in an action
initiated by the Company in the United States District Court for the Eastern
District of New York, arising out of GSI's acquisition of View in August 1996,
in which the Company claimed that it had used information improperly obtained
from the Company in connection with the acquisition. General Scanning denied all
such claims. Under the settlement agreement, GSI has agreed not to compete for
ten years in the inspection of interconnect leads of semiconductor packages.
Under the settlement, GSI licensed to the Company its 2-D and 3-D vision
technology solely and exclusively for the Company's use in the interconnection
leads. In consideration for the technology license and non-competition
agreement, the Company agreed to pay GSI $3.75 million, of which $1.50 million
represents 271,493 shares of the Company's common stock and the balance of $2.25
million is evidenced by a subordinated note payable with a maturity date of five
years.
Accounts payable declined from $23.3 million at September 30, 1997 to $21.4
million at September 30, 1998. The reduction in accounts payable was a result of
the significantly lower level of inventory purchases made by the Company in the
second half of fiscal 1998. As a result of the negative cash flow from
operations, the Company had a substantial portion of its accounts payable
balances which were beyond normal vendor payment terms at September 30, 1998.
Accrued expenses increased from $19.6 million at September 30, 1997 to $21.1
million at September 30, 1998. Included in accrued expenses are the future cash
outlays associated with the non-recurring charges of $6.6 million in fiscal
1998. Non-recurring charges included $3.8 million for employee severance, $1.5
million for costs associated with changes to the Company's distributors in Asia,
a $1.1 million non-cash write-down of previously capitalized software
development costs and $0.2 million in costs associated with the Acuity CiMatrix
consolidation of operations. At September 30, 1998, the Company expects to incur
future cash outlays for severance payments to terminated employees of $1.4
million and $0.7 million for Asia distribution changes and the costs to
consolidate operations.
In March 1998, the Company entered into a $37.5 million revolving credit
agreement with three domestic banks. This agreement replaced $19.5 million in
existing lines of credit and $6.9 million in borrowings outstanding under a term
loan. The revolving credit agreement is secured by essentially all of the
Company's tangible and intangible assets, has a term which expires on March 31,
2000 and currently carries interest at the bank's prime rate. The agreement has
financial covenants which include minimum profitability, minimum liquidity and
minimum net worth. As a result of the losses for the year, the Company is
currently not in compliance with the financial covenants under the agreement.
Under an amendment executed in December 1998, the Company's lending banks have
agreed to forebear their right to exercise any remedies under this agreement
until January 29, 1999. At September 30, 1998, the Company had $37.5 million in
borrowings outstanding under this agreement. At September 30, 1997, the Company
had borrowings outstanding of $6.6 million under previously existing bank lines
of credit, borrowings of $7.6 million outstanding under a term loan and a $2.0
million note payable which was paid in full in June 1998.
In December 1998, the Company sold its Aircraft Safety Division to a
subsidiary of B.F. Goodrich for $4.5 million in cash. The Company no longer
considered this technology a key component of its product portfolio or future
strategic direction. Proceeds from this sale were used for working capital
requirements and to repay $2.0 million of outstanding bank debt.
9
<PAGE>
The Company has signed a term sheet with an institutional investor for a
preferred equity financing which includes a beneficial conversion feature and
also provides for warrants. Proceeds of the financing will be drawn down in two
rounds with the first round available immediately for $6.0 million and the
second round available in three months for $6.8 million. The Company expects to
complete this transaction in the near term. Management believes that through a
combination of proceeds from the preferred equity financing, obtaining
additional external financing, its domestic banks continuing to waive
non-compliance of restrictive covenants and cash flow from operating activities,
the Company will have sufficient liquidity through at least September 30, 1999
to fund its cash requirements.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 130, "Reporting Comprehensive Income", and SFAS No. 131, "Disclosure about
Segments of an Enterprise and Related Information", both of which will be
effective for the Company in fiscal year 1999. SFAS No. 130 establishes
standards for the reporting and display of comprehensive income and its
components (revenues, expenses, gains and losses) in a full set of general
purpose financial statements. SFAS No. 131 establishes standards for the way
that public business enterprises report selected information about operating
segments. SFAS No. 131 also establishes standards for related disclosures about
products and services, geographic areas, and major customers. The implementation
of SFAS Nos. 130 and 131 will require some additional disclosures in the
Company's consolidated financial statements for the year ended September 30,
1999.
In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosures
about Pensions and Other Postretirement Benefits", which the Company is required
to implement no later than fiscal year 1999. SFAS No. 132 is an amendment to
SFAS Nos. 87, 88 and 106. The statement standardizes disclosure requirements for
pension and postretirement benefits to the extent practicable, requires
additional information on changes in the benefit obligations and fair values of
plan assets that will facilitate financial analysis and eliminates certain other
disclosures. The implementation of SFAS No. 132 is not expected to have a
material effect on the Company's consolidated financial statements.
In April 1998, the Accounting Standards Executive Committee issued Statement
of Position ("SOP") 98-5, "Reporting on the Costs of Start-Up Activities", which
the Company is required to implement no later than fiscal year 2000. SOP 98-5
establishes standards that require start-up and organization costs to be
expensed as incurred. The implementation of SOP 98-5 is not expected to have a
material effect on the Company's consolidated financial statements.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", and is effective for the Company in the
first quarter of fiscal year 2000. SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including derivative instruments
embedded in other contracts, and for hedging activities. The Company believes
the adoption of SFAS No. 133 will not have a material effect on its consolidated
financial statements.
EFFECT OF INFLATION
Management believes that the effect of inflation has not been material
during each of the years ended September 30, 1998, 1997 and 1996, respectively.
YEAR 2000 STATUS
RVSI, like many other companies, is aware of the potential for business
disruption due to the Year 2000 ("Y2K") problem, and has taken steps to assess
and address these issues. The Company is in the process of addressing Y2K
compliance in three major areas: internal operating systems (including sales,
purchasing, production, engineering, and finance), products (including installed
base and new products), and third parties (vendors). Based on current internal
audits, management believes that it has established a Y2K plan which will
address these issues.
10
<PAGE>
In order to assess Y2K compliance in RVSI's internal operating systems, the
Company first took an inventory of all such systems and identified those which
are critical to the Company's operations. All such systems have been or will be
tested for Y2K compliance by February 1999. Based on the results of testing to
date, it is estimated that about 75% of these systems are Y2K compliant. All
non-compliant systems will be brought into compliance by March 1999, either by
upgrades or replacement.
With the exception of one minor product which RVSI purchases from a third
party and resells, all RVSI products currently being shipped, as well as a large
part of our installed base, are Y2K compliant. It is expected that this
non-compliant product will be brought into compliance by June 1999. Customers of
that part of our older installed base which is not Y2K compliant will be offered
upgrade options, or replacements, which are Y2K compliant.
The area of Y2K compliance which poses the greatest risk to the Company is
its vendors, because of our lack of control over their products and operations.
In order to assess their compliance, the Company is in the process of surveying
all major vendors. The Company expects this process to be completed by March
1999, and any compliance issues to be addressed by June 1999.
Costs associated with the Company's Y2K compliance program are not
anticipated to be substantially different than normal, recurring costs, and are
not expected to materially affect financial results.
While management believes that its Y2K compliance program is on plan for
assessing and addressing any Y2K issues, full compliance can not be assured
until this effort is complete. In particular, despite the Company's best
efforts, it may be unable to establish with certainty the compliance of third
party vendors, including those outside the United States. It is possible that
the non-compliance of a key vendor could have a material, adverse effect on the
Company's operations.
As this program progresses, the Company will be better able to assess its
Y2K status in all of the areas outlined above, and focus its efforts on any Y2K
issues which become identified. By June 1999, the Company will also develop
contingency plans to be put into place in the event that any of its corrective
actions fail to fully address the Y2K issues.
MARKET RISK
Financial instruments that potentially subject the Company to concentrations
of credit-risk consist principally of cash equivalents and trade receivables.
The Company places its cash equivalents with high-quality financial
institutions, limits the amount of credit exposure to any one institution and
has established investment guidelines relative to diversification and maturities
designed to maintain safety and liquidity. The Company's trade receivables
result primarily from sales to semiconductors manufacturers located in North
America, Japan, the Pacific Rim and Europe. Receivables are from major
corporations or are supported by letters of credit. The Company maintains
reserves for potential credit losses and such losses have been immaterial.
The fair value of the Company's notes payable and long-term liabilities is
estimated based on quoted market prices for the same or similar issues or on
current rates offered to the Company for debt of the same remaining maturities.
For all other balance sheet financial instruments, the carrying amount
approximates fair value.
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS
This report contains forward-looking statements including statements
regarding, among other items, business strategy, growth strategy and anticipated
trends in RVSI's business, which are made pursuant to the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995. The words
"believe," "expect" and "anticipate" and similar expressions identify
forward-looking statements, which speak only as of the date the statement is
made. These forward-looking statements are based largely on RVSI's expectations
and are subject to a number of risks and uncertainties, some of which cannot be
predicted or
11
<PAGE>
quantified and are beyond RVSI's control. Future events and actual results could
differ materially from those set forth in, contemplated by, or underlying the
forward-looking statements. Statements in this report, including those set forth
in "Risk Factors," below, describe factors, among others, that could contribute
to or cause such differences. In light of these risks and uncertainties, there
can be no assurance that the forward-looking information contained in this
Report will in fact transpire or prove to be accurate.
RISK FACTORS
FLUCTUATIONS IN THE SEMICONDUCTOR MARKET. The semiconductor industry, which
has been subject to significant market fluctuations and periodic downturns in
the past, is currently experiencing weak industry conditions. These weak
industry conditions have had an adverse affect on the revenues and earnings of
the Company, as well as other semiconductor capital equipment companies. Until
semiconductor industry conditions improve, the Company's revenues and earnings
will continue to be adversely affected.
BANK AGREEMENT
In March 1998, the Company entered into a new bank financing agreement (Note
9) that contains restrictive covenants with which the Company has not been in
compliance. All instances of noncompliance have been waived by the banks through
January 29, 1999; however, absent continuation of waivers, the Company will be
in noncompliance at the end of the waiver period.
CUSTOMER CONCENTRATION. RVSI's sales have been historically concentrated in
a small number of customers at any time, although the specific customers change
over time. Sales to Intel Corporation accounted for approximately 20% and 23%,
respectively, of RVSI's revenues during the fiscal years ended September 30,
1998 and 1997. No other customers accounted for more than 10% of sales during
such fiscal years. The loss or any significant reduction in Intel's orders for
RVSI's products may be expected to materially adversely affect RVSI's operations
and prospects.
INTERNATIONAL SALES. For the fiscal year ended September 30, 1998,
international sales accounted for approximately 64% of the Company's revenues.
The Company's international business may be affected by changes in demand
resulting from fluctuations in currency exchange rates, trade restrictions and
duties, and other political and economic factors such as the recent Asian
economic crisis. To the extent foreign currencies weaken relating to the U.S.
dollar, the Company's products could become more expensive in these countries.
As with the recent Asian economic crisis, this could adversely affect the
Company's sales volumes and profitability.
PRODUCT PROTECTION AND INTELLECTUAL PROPERTY. RVSI relies primarily on a
combination of patent registrations, trade secrets, confidentiality procedures,
contractual provisions and copyright and trademark laws to protect its
proprietary rights. RVSI seeks to protect its software and other written
materials under trade secret and copyright laws, which afford only limited
protection. At September 30, 1998, RVSI owned over 100 issued U.S. patents
relating to its 2-D and 3-D vision technology and other products, as well as the
rights to several U.S. patent applications relating to such technology.
Nonetheless, RVSI does not believe that its present operations are materially
dependent upon the proprietary protection that may be available to RVSI by
reason of any one or more of such patents. Moreover, as RVSI's patent position
has not been tested with the exception of the litigation discussed under "Legal
Proceedings," elsewhere herein, there can be no assurance given as to the
effectiveness of the protection afforded by its patent rights.
Despite RVSI's efforts to protect its proprietary rights, unauthorized
parties may attempt to copy aspects of its products or to obtain and use
information that RVSI regards as proprietary. The laws of some foreign countries
may not protect RVSI's proprietary rights to as great an extent as do the laws
of the United States, if at all. There can be no assurance that RVSI's means of
protecting its proprietary rights will be adequate or that RVSI's competitors
will not independently develop comparable or superior technologies. Third
parties may assert that RVSI's products infringe their proprietary rights.
Should
12
<PAGE>
litigation with respect to any such claims commence, such litigation could be
expensive and time consuming and could materially and adversely affect RVSI's
results of operations regardless of the outcome of the litigation.
FLUCTUATING QUARTERLY RESULTS OF OPERATIONS. RVSI has experienced, and in
the future may be expected to continue to experience, substantial variations in
its periodic results of operations as a result of a number of factors, many of
which are outside of its control. In particular, RVSI's operating results may
vary because of downturns in the semiconductor industry, changes in economic
conditions, or technology changes affecting its principal products. Any of these
factors could cause RVSI's operating results to fluctuate significantly from
period to period, including on a quarterly basis.
TECHNOLOGICAL RISKS. The future success of RVSI will depend, to a
significant extent, on its ability to enhance, develop, manufacture profitably,
and deliver on a timely basis, technologically advanced, quality products and
its ability to achieve market acceptance for such products. There can be no
assurance that RVSI will be successful in introducing products or product
enhancements once developed, or that RVSI's products will not be rendered
obsolete by new industry standards or competitive products or technologies.
COMPETITION. The markets for RVSI's products are extremely competitive.
Some of RVSI's competitors are more established and have greater financial,
technological, production, and marketing resources than RVSI. Competition could
intensify if new companies enter such markets or if existing competitors expand
their product lines. An increase in competition could have a material adverse
effect on RVSI's business and operating results. Maintaining competitive
position will require continued investment by RVSI in research and development
and sales and marketing.
DEPENDENCE ON KEY PERSONNEL. RVSI's success depends in large part upon its
ability to hire and retain qualified technical and management personnel. The
inability to hire and retain such personnel could have a material adverse effect
on RVSI. There can be no assurance that RVSI will be able to hire such qualified
personnel.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
A discussion of the Company's exposure to and management of market risk
appears in Item 7 of this Form 10-K under the heading "Market Risk."
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to Item 14(a)1 herein.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
13
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below is information concerning each of the directors and
executive officers of Robotic Vision Systems, Inc. ("RVSI" or the "Company").
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE POSITIONS AND OFFICES
- ------------------------------------ --- ----------- -----------------------------------------------------------
<S> <C> <C> <C>
Pat V. Costa........................ 55 1984 Chairman of the Board, President, and Chief
Executive Officer
Frank A. DiPietro................... 72 1992 Director
Jay M. Haft......................... 63 1977 Director
Tomas Kohn.......................... 58 1997 Director
Donald J. Kramer.................... 66 1995 Director
Mark J. Lerner...................... 46 1994 Director
Howard Stern........................ 61 1981 Senior Vice President and Director
Robert H. Walker.................... 63 1990 Director
John J. Arcari...................... 53 Chief Financial Officer and Secretary
Earl H. Rideout..................... 56 Senior Vice President
Curtis W. Howes..................... 48 Vice President
John S. O'Brien..................... 45 Vice President
</TABLE>
PAT V. COSTA has served as President, Chief Executive Officer and Chairman
of the RVSI Board since 1984. Prior thereto and from 1977, Mr. Costa was
employed by GCA Corporation, most recently in the capacity of Executive Vice
President. GCA was engaged in the manufacturing of various electronic
instrumentation equipment and systems.
FRANK A. DIPIETRO began his career with General Motors Corporation ("GM") in
1944. During his forty-six year career with GM, he was actively involved in
automobile assembly and manufacturing engineering systems. He retired in 1990
and continues as a consultant in laser systems in several industries. At the
time of his retirement, Mr. DiPietro held the position of Director of
Manufacturing Engineering, Chevrolet-Pontiac-Canada Car Group, for GM. In 1996,
he was elected to the position of Director-at-Large for the Society of
Manufacturing Engineers.
JAY M. HAFT has been a practicing attorney for over 30 years and a strategic
and financial consultant for growth stage companies. Mr. Haft also serves as
Chairman of the Board of Noise Cancellation Technologies, Inc. and Extech, Inc.
both public companies whose respective securities are traded on the Nasdaq Small
Cap Market. He is a Managing General Partner of Gen Am "1" Venture Fund, an
international venture capital fund. Mr. Haft is also a director of numerous
other public and private corporations. From 1989 until 1994, he was a partner of
Parker Duryee Rosoff & Haft in New York, New York. He is currently of counsel to
such firm.
TOMAS KOHN has been a Professor of Management at Boston University's School
of Management in the undergraduate, MBA, and Executive MBA programs since 1988.
Dr. Kohn is the Chairman of the Board of Conduit del Ecuador, a steel tubing
manufacturer, and a member of the Board of Directors of Ideal-Alambrec, a steel
wire manufacturer, both in Quito, Ecuador. He has held these positions since
1974 and 1972, respectively. From 1987 until the Company's acquisition by merger
of Computer Identics Corp. ("Computer Identics") in 1996, Dr. Kohn was a member
of Computer Identics' Board of Directors, and its Chairman since 1992. From 1986
until 1995, Dr. Kohn was a member of the Board of Directors of N.V. Bekaert
S.A., the world's largest independent steel wire manufacturer. N.V. Bekaert was
a major shareholder of Computer Identics.
DONALD J. KRAMER was Chairman of the Board of Directors of Acuity Imaging,
Inc. ("Acuity") from 1994 until the Company's acquisition of Acuity by merger in
1995. Mr. Kramer served as a director of Itran
14
<PAGE>
Corp. from 1982 until its merger with Automatix, Inc. in 1994, at which time the
merger survivor assumed the Acuity name. Mr. Kramer is a private investor and
was a special limited partner of TA Associates, a private equity capital firm
located in Boston, Massachusetts, from 1990 to 1996. For the previous five
years, Mr. Kramer was a general partner of TA Associates. In January 1997 and
March 1997, Mr. Kramer was elected to the Boards of publicly-owned Micro
Component Technology, Inc. and Total Control Products, Inc.. Mr. Kramer is also
a director of several privately held companies.
MARK J. LERNER has been President of Morgen, Evan & Company, Inc., an
investment banking firm which focuses on Japanese-U.S. transactions, since 1992.
Prior thereto and from 1990, he was a Managing Director at Chase Manhattan Bank
where he headed the Japan Corporate Finance Group. From 1982 to 1990 Mr. Lerner
worked in the Investment Banking Division of Merrill Lynch as head of its Japan
Group, coordinating its New York-based Japanese activities with professionals in
Tokyo and London.
HOWARD STERN has been Senior Vice President and Technical Director of the
Company since 1984. Prior thereto and from 1981, he was Vice President of the
Company.
ROBERT H. WALKER was, before his retirement in March 1998, Executive Vice
President and Secretary-Treasurer of the Company, a position he had held since
1986. Prior thereto and from 1984 he was Senior Vice President of the Company.
From 1983 to 1985 he also served as Treasurer. Mr. Walker is also a director of
Tel Instrument Electronics Corporation, a publicly-owned company.
JOHN J. ARCARI has been Chief Financial Officer and Secretary since March
1998. Prior thereto and from 1981 he was employed initially as Corporate
Controller and from 1987 to 1997 as Chief Financial Officer and Treasurer of LTX
Corporation, a publicly held (NASDAQ) global manufacturer of integrated circuit
automatic test equipment.
EARL H. RIDEOUT has been Corporate Senior Vice President of RVSI's
Semiconductor and Electronics Business Sector since January 1997. Prior thereto
and from 1989 he was Vice President/General Manager of RVSI's Electronics
Division.
CURTIS W. HOWES joined the Company in May 1997 as Corporate Vice President
of Automatic Identification. From 1991 to 1997, he was employed by Intermec
Corporation, most recently as General Manager of Intermec's Imaging Systems
Division, which designed, manufactured and sold vision-based products for
symbology reading.
JOHN S. O'BRIEN joined the Company in February 1997 as Corporate Vice
President of Human Resources. Prior thereto and from 1990, he was Vice
President, Human Resources and CFO of Charles River Data Systems, an imbedded
systems developer and manufacturer in Framingham, MA.
All directors hold office until the next annual meeting of stockholders and
the election and qualification of their successors. Executive officers are
elected annually by the RVSI Board to hold office until the first meeting of the
RVSI Board following the next annual meeting of stockholders and until their
successors are chosen and qualified.
15
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
Set forth below is the aggregate compensation for services rendered in all
capacities to the Company during its fiscal years ended September 30, 1998, 1997
and 1996 by its Chief Executive Officer and each of its four other most highly
compensated executive officers whose compensation exceeded $100,000 during its
fiscal year ended September 30, 1998 and two other executive officers who would
have been disclosed had they been employed at the fiscal year end (collectively,
the "Named Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
--------------------------------------
NAME AND FISCAL OTHER ANNUAL
PRINCIPAL POSITION YEAR SALARY BONUS (1) COMPENSATION
- ------------------------------------ ----------- ---------- ----------- -------------
<S> <C> <C> <C> <C>
Pat V. Costa........................ 1998 $ 315,016 $ 55,000 --
Chief Executive Officer 1997 $ 293,478 $ 50,000 --
1996 $ 252,801 $ 85,000 --
John J. Arcari (3).................. 1998 $ 175,008 $ 5,000 --
Chief Financial Officer
Curtis Howes........................ 1998 $ 138,231 $ 20,000 --
Vice President
Earl H. Rideout..................... 1998 $ 150,010 $ 25,000 --
Senior Vice President 1997 $ 143,318 $ 25,000 --
1996 $ 122,747 $ 40,000 --
Howard Stern........................ 1998 $ 165,006 $ 30,000 --
Senior Vice President 1997 $ 159,625 $ 30,000 --
1996 $ 144,544 $ 60,000 --
Steven J. Bilodeau (4).............. 1998 $ 232,497 $ 50,000 --
Former Executive Vice 1997 $ 206,545 $ 45,000 --
President 1996 $ 167,280 $ 75,000 --
Robert H. Walker (5)................ 1998 $ 151,362 $ 35,000 --
Former Executive Vice 1997 $ 159,625 $ 35,000 --
President 1996 $ 142,229 $ 60,000 --
<CAPTION>
LONG TERM COMPENSATION
-------------------------------------------
PAYOUTS
AWARD --------------------------
--------------- LONG
RESTRICTED TERM ALL
NAME AND STOCK NUMBER OF INCENTIVE OTHER
PRINCIPAL POSITION AWARDS OPTIONS PAYOUTS COMPENSATION
- -------------------------------------- ----------- ----------- -------------
<S> <C> <C> <C>
Pat V. Costa........................-- -- -- $ 2,400(2)
Chief Executive Officer -- -- -- $ 2,375(2)
-- -- -- $ 2,250(2)
John J. Arcari (3)..................-- -- --
Chief Financial Officer
Curtis Howes........................-- -- -- $ 300(2)
Vice President
Earl H. Rideout.....................-- -- -- $ 2,400(2)
Senior Vice President -- -- -- $ 2,400(2)
-- -- -- $ 2,250(2)
Howard Stern........................-- -- -- $ 2,400(2)
Senior Vice President -- -- -- $ 2,375(2)
-- -- -- $ 2,250(2)
Steven J. Bilodeau (4)..............-- -- -- $ 2,400(2)
Former Executive Vice -- -- -- $ 2,375(2)
President -- -- -- $ 2,250(2)
Robert H. Walker (5)................-- -- -- $ 2,400(2)
Former Executive Vice -- -- -- $ 2,375(2)
President -- -- -- $ 2,250(2)
</TABLE>
- ------------------------
(1) Represents amounts earned in the prior fiscal year which were paid in the
fiscal year shown. There were no bonuses earned for the fiscal year ended
September 30, 1998.
(2) Represents accrued and vested payments under the Retirement Plan.
(3) Mr. Arcari joined the Company in August 1997 as Vice President--Finance.
(4) Mr. Bilodeau resigned from the Company in June 1998.
(5) Mr. Walker retired from the Company in March 1998.
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<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
Set forth below is information with respect to grants of stock options
during the fiscal year ended September 30, 1998 by the Company to each of the
Named Officers:
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF TOTAL OPTIONS
SECURITIES GRANTED
UNDERLYING TO EMPLOYEES EXERCISE GRANT DATE
OPTIONS IN FISCAL PRICE PER EXPIRATION PRESENT VALUE
GRANTED YEAR SHARE DATE (1)
----------- ----------------- ----------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
Curtis W. Howes.............................. 16,667 $ 4.13 5/05/03 $ 14,601
Curtis W. Howes.............................. 16,667 4.13 7/01/03 16,808
Earl H. Rideout.............................. 7,743 4.13 7/22/05 11,182
Earl H. Rideout.............................. 34,263 3.19 9/01/04 66,662
Howard Stern................................. 30,000 4.13 6/26/08 71,523
Steven J. Bilodeau........................... 10,000 4.13 6/26/01 16,714
Robert H. Walker............................. 15,000 4.13 6/26/04 37,784
--
-----------
130,340 4.7%
</TABLE>
- ------------------------
(1) Computed in accordance with the Black-Scholes option pricing model utilizing
the following assumptions: volatility of 70%, risk-free interest rate of
4.3% and an expected life of five years.
OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
Set forth below is further information with respect to the unexercised and
exercised options to purchase the Company's Common Stock under the Company's
1987, 1991, 1996 and 1996 Non-Executive stock option plans (collectively, the
"Stock Plans"):
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES VALUE SEPTEMBER 30, 1998 SEPTEMBER 30, 1998 (2)
ACQUIRED ON REALIZED -------------------------- --------------------------
NAME EXERCISE (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Pat V. Costa..................... -- -- 207,326 309,699 $ 200,131 --
John J. Arcari................... -- -- 20,000 80,000 -- --
Curtis W. Howes.................. -- -- -- 33,334 -- --
Earl H. Rideout.................. -- -- 32,994 42,006 $ 38,056 --
Howard Stern..................... 20,830 $ 30,786 15,000 60,970 -- --
Steven J. Bilodeau............... -- -- 37,973 172,027 -- --
Robert H. Walker................. -- -- 26,113 38,228 -- --
</TABLE>
- ------------------------
(1) Based on the exercise of 13,061 shares at $1.00 per share less the $2.56
fair market value on the date of exercise and the exercise of 7,769 shares
at $1.22 per share less the $2.56 fair market value on the date of exercise.
(2) Based on the September 30, 1998 fair market value of $2.69 less the cost to
exercise.
17
<PAGE>
PENSION BENEFITS
The following table sets forth the estimated annual plan benefits payable
upon retirement in 1999 at age sixty-five after fifteen, twenty, twenty-five,
thirty and thirty-five years of credited service to the Company.
<TABLE>
<CAPTION>
YEARS OF SERVICE
-----------------------------------------------------
REMUNERATION 15 20 25 30 35
- ------------------------------ --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
$100,000...................... $ 19,824 $ 26,432 $ 33,041 $ 33,041 $ 33,041
125,000...................... 25,525 34,033 42,541 42,541 42,541
150,000...................... 31,225 41,633 52,041 52,041 52,041
175,000...................... 33,505 44,673 55,841 55,841 55,841
200,000...................... 33,505 44,673 55,841 55,841 55,841
225,000...................... 33,505 44,673 55,841 55,841 55,841
250,000...................... 33,505 44,673 55,841 55,841 55,841
300,000...................... 33,505 44,673 55,841 55,841 55,841
400,000...................... 33,505 44,673 55,841 55,841 55,841
500,000...................... 33,505 44,673 55,841 55,841 55,841
</TABLE>
The amount of compensation covered by the Company's Pension Plan (the
"Pension Plan") is determined in accordance with rules established by the
Internal Revenue Service and includes all dollar items shown on the Summary
Compensation Table with the exception of 401(k) contributions. Effective with
the fiscal year beginning October 1, 1998, for purposes of calculating the
pension benefit, earnings are limited to $160,000, as adjusted for any cost of
living increases authorized by the Internal Revenue Code of 1986, as amended.
This earnings limit will continue to be $160,000 for calendar year 1999.
At September 30, 1998, Messrs. Costa, Rideout and Stern had, respectively,
14, 10 and 27 years of credited service with the Company.
A participant in the Pension Plan will receive retirement income based on
23% of his final average salary up to his applicable Social Security covered
compensation level plus 38% of any excess, reduced proportionately for less than
twenty-five years of credited service at normal retirement at age 65, subject to
the $160,000 limit described above. Final average salary is defined in the
Pension Plan as the average of a participant's total compensation during the
five consecutive calendar years in the ten calendar year period prior to his
normal retirement date which produces the highest average. A participant is 100%
vested in his accrued pension benefit after five years of service as defined in
the Pension Plan.
REPORT ON OPTION REPRICING
The Company's Stock Plans were established as an employment incentive to
retain persons necessary for the development and financial success of the
Company. In June 1998, as a result of the decrease in the market price of the
Company's Common Stock during the preceding months and recognizing that
previously granted stock options had lost much of their value in motivating
employees to remain with the Company and share in its overall financial goals,
the RVSI Board, pursuant to authority granted under the Stock Plans, approved
the repricing of 2,169,141 options, including 54,411 options granted to certain
executive officers. Such repricing was effected by offering to grant a reduced
number of new options ("New Options") at an exercise price of $4.13 per share,
which was the fair market value of the Company's Common Stock on June 26, 1998,
in exchange for the old options ("Old Options"), based on a 2/3 replacement
ratio. New Options covering 1,446,399 shares were issued in replacement of Old
Options, representing approximately 67% of the aggregate number of shares
issuable under the Old Options. New
18
<PAGE>
Options vested to the extent of 40% on December 26, 1998 and the remaining 60%
will vest in accordance with the schedule in the Old Options. All of the New
Options will expire on the date specified in the Old Options. The repricing of
the Old Options reduced the total number of shares of the Company's Common Stock
underlying all outstanding options immediately prior to such repricing by
722,742. Messrs. Costa, Arcari and Stern did not participate in the option
repricing action.
TEN-YEAR OPTION REPRICING
The following table summarizes all repricings of options held by any
executive officer of the Company during the Company's last ten fiscal years:
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING NEW MARKET PRICE OF EXERCISE PRICE
OPTIONS NUMBER STOCK AT TIME AT TIME OF NEW
DATE OF REPRICED OR OF OF REPRICING OR REPRICING OR EXERCISE
NUMBER AND POSITION REPRICING AMENDED OPTIONS AMENDMENT AMENDMENT PRICE
- ------------------------------------- ----------- ----------- ----------- ----------------- --------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Pat V. Costa......................... 6/26/98 -- -- -- -- --
Chief Executive Officer 7/22/97 400,000 309,699 $ 14.13 $ 18.25 $ 14.13
3/26/92 56,668 56,668 $ 1.22 $ 4.06 $ 1.22
12/12/91 113,332 113,332 $ 1.00 $ 4.06 $ 1.00
John J. Arcari....................... -- -- -- -- -- --
Chief Financial Officer
Curtis W. Howes...................... 6/26/98 25,000 16,667 $ 4.13 $ 10.88 $ 4.13
Vice President 6/26/98 25,000 16.667 $ 4.13 $ 12.75 $ 4.13
John S. O'Brien...................... 6/26/98 20,000 13,334 $ 4.13 $ 10.81 $ 4.13
Vice President
Earl H. Rideout...................... 6/26/98 11,614 7,743 $ 4.13 $ 14.13 $ 4.13
Senior Vice President 7/22/97 15,000 11,614 $ 14.13 $ 18.25 $ 14.13
3/26/92 9,990 9,990 $ 1.22 $ 5.50 $ 1.22
12/12/91 20,010 20,010 $ 1.00 $ 5.50 $ 1.00
Howard Stern......................... 6/26/98 -- -- -- -- --
Senior Vice President 7/22/97 40,000 30,970 $ 14.13 $ 18.25 $ 14.13
3/26/92 22,754 22,754 $ 1.22 $ 4.06 $ 1.22
12/12/91 45,576 45,576 $ 1.00 $ 4.06 $ 1.00
Steven J. Bilodeau................... 6/26/98 -- -- -- -- --
Former Executive Vice President 7/22/97 100,000 77,425 $ 14.13 $ 18.25 $ 14.13
7/22/97 75,000 67,286 $ 14.13 $ 15.75 $ 14.13
3/26/92 13,900 13,900 $ 1.22 $ 4.06 $ 1.22
3/26/92 11,000 11,000 $ 1.22 $ 4.06 $ 1.22
3/26/92 42 42 $ 1.22 $ 4.19 $ 1.22
12/12/91 19,958 19,958 $ 1.00 $ 4.19 $ 1.00
12/12/91 10,000 10,000 $ 1.00 $ 4.25 $ 1.00
12/12/91 20,000 20,000 $ 1.00 $ 6.44 $ 1.00
Robert H. Walker..................... 6/26/98 -- -- -- -- --
Former Executive Vice President 7/22/97 30,000 23,228 $ 14.13 $ 18.25 $ 14.13
3/26/92 2,511 2,511 $ 1.22 $ 4.06 $ 1.22
3/26/92 14,000 14,000 $ 1.22 $ 6.44 $ 1.22
12/12/91 4,489 4,489 $ 1.00 $ 4.06 $ 1.00
12/12/91 28,580 28,580 $ 1.00 $ 4.06 $ 1.00
<CAPTION>
LENGTH OF
ORIGINAL
OPTION TERM
REMAINING AT
DATE OF
REPRICING OR
AMENDMENT
NUMBER AND POSITION IN YEARS
- ------------------------------------- -----------------
<S> <C>
Pat V. Costa......................... --
Chief Executive Officer 4.5
0.1
0.4
John J. Arcari.......................
Chief Financial Officer
Curtis W. Howes...................... 4.8
Vice President 5.0
John S. O'Brien...................... 4.8
Vice President
Earl H. Rideout...................... 7.1
Senior Vice President 4.5
1.9
2.2
Howard Stern......................... 4.5
Senior Vice President 0.1
0.4
Steven J. Bilodeau................... 4.5
Former Executive Vice President 5.6
0.3
0.8
1.8
2.1
3.5
1.8
Robert H. Walker..................... 4.5
Former Executive Vice President 0.8
1.5
1.1
0.4
</TABLE>
19
<PAGE>
EMPLOYMENT AGREEMENTS
Mr. Pat Costa is employed as Chief Executive Officer and President of the
Company under an indefinite term agreement which currently provides for an
annual base salary of $315,000. Pursuant to the terms of his employment
agreement, Mr. Costa has been granted certain rights in the event of the
termination of his employment or a change in control of the Company.
Specifically, in the event of termination for any reason other than for cause
and other than voluntarily, Mr. Costa will be entitled to the continuance of
salary and certain fringe benefits for a period of twelve months and may
exercise all outstanding stock options which are exercisable during the
twelve-month period following termination at any time within such twelve-month
period. In the event of the occurrence of a change in control of the Company (as
defined in his employment agreement) and, further, in the event that Mr. Costa
is not serving in the positions of Chief Executive Officer, President and
Chairman of the Company (other than for cause) within one year thereafter, Mr.
Costa will be entitled to exercise all outstanding stock options, regardless of
when otherwise exercisable, during the six-month period following the
termination date of his employment.
The Company has also granted certain rights in the event of termination of
employment to Messrs. Arcari, Howes, Rideout and Stern. Specifically, in the
event of involuntary termination other than for cause, each officer will be
given three months severance pay and continued benefits, with the exception of
Messrs. Arcari and Rideout whose employment agreement allows for six months
severance pay. In addition, the Company has agreed to provide a maximum of one
hundred days' advance written notice to Mr. Stern in the event the Company
should desire to terminate his employment other than for cause. In such event,
he shall be entitled to exercise all outstanding stock options, regardless of
when otherwise exercisable, during a specified period following such
termination.
THE BOARD OF DIRECTORS--COMPOSITION AND COMPENSATION
The business of the Company is managed under the direction of the Company's
Board of Directors. The Board consists of a single class of Directors who are
elected for a term of one year, such term beginning and ending at each Annual
Meeting of Stockholders.
The Company's Board of Directors has established an Audit Committee to
recommend the appointment of independent accountants to audit financial
statements and to perform services related to the audit, review the scope and
results of the audit with the independent accountants, review with management
and the independent accountants the Company's year-end operating results,
consider the adequacy of the internal accounting procedures and consider the
effect of such procedures on the accountants' independence. The Audit Committee
consists of Messrs. Costa, DiPietro and Haft. During fiscal 1998 the Audit
Committee held two meetings.
During the fiscal year ended September 30, 1998, the Board of Directors held
thirteen meetings, nine of which were convened by telephone. All Directors
attended all meetings of the Board of Directors and all committees of the Board
on which they served, except Mr. Haft, who was absent from one such meeting. No
Director missed more than three of the meetings which were convened by
telephone.
During the fiscal year ended September 30, 1998, directors who were not
otherwise employees of the Company were compensated at the rate of $1,500 for
attendance at each one-day and $2,500 for each two-day meeting of the RVSI Board
or any committee thereof; $750 for attendance at any second meeting held during
the same day and $200 for participation at a telephonic meeting or execution of
a consent in lieu of a meeting. In addition, outside directors are granted stock
options periodically, typically on a yearly basis.
20
<PAGE>
REPORT ON EXECUTIVE COMPENSATION
RVSI does not have a compensation committee charged with reviewing and
recommending to the RVSI Board compensation programs for the Company's executive
officers. These functions are performed by the RVSI Board as a whole.
COMPENSATION PHILOSOPHY
RVSI believes that executive compensation should:
- provide motivation to achieve strategic goals by tying executive
compensation to Company performance, as well as affording recognition of
individual performance,
- provide compensation reasonably comparable to that offered by other
high-technology companies in a similar industry, and
- align the interests of executive officers with the long-term interests of
the Company's stockholders through the award of equity purchase
opportunities.
RVSI's compensation plan is designed to encourage and balance the attainment
of short-term operational goals, as well as the implementation and realization
of long term strategic initiatives. As greater responsibilities are assumed by
an executive officer, a larger portion of compensation is "at risk". This
philosophy is intended to apply to all management.
COMPENSATION PROGRAM
RVSI's executive compensation program has three major components: base
salary, short-term incentive bonus payments and long-term equity incentives.
Compensation packages offered to executive officers are based primarily on
the recommendations of nationally recognized compensation and benefits
consulting firms hired by the Company. The Company seeks to position total
compensation at or near the median levels of other high-tech companies in a
similar industry.
Individual performance reviews are generally conducted annually. Increases
in fiscal year 1998 were based on an individual's sustained performance,
compensation study recommendations and the achievement of the Company's revenue,
profit and earnings per share goals. RVSI does not assign specific weighting
factors when measuring performance; rather, subjective judgment and discretion
is exercised in light of RVSI's overall compensation philosophy.
Base salary is determined by evaluating individual responsibility levels
utilizing independent compensation surveys to determine appropriate salary
ranges and evaluating the individual performance.
Short-term incentive bonus payments, generally, are paid to executive
officers on an annual basis. The award of bonuses and their size, in substantial
part, are linked to predetermined earnings targets, creating direct linkage
between pay and Company profitability. Such payments are generally made at the
beginning of the fiscal year following the one for which the executive's
performance was evaluated. No bonuses were awarded to any executive officer for
fiscal 1998.
The RVSI Board believes that executive officers who are in a position to
make a substantial contribution to the long term success of the Company and to
build stockholder value should have a significant equity stake in the Company's
on-going success. Accordingly, one of the Company's principal motivational
methods has been the award of stock options. In addition to financial benefits
to executive officers, if the price of RVSI's Common Stock during the term of
any such option increases beyond such option's exercise price, the program also
creates an incentive for executive officers to remain with the Company since
options generally vest and become exercisable over a five-year period and the
first increment is not exercisable until one year after the date of grant.
21
<PAGE>
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Costa's compensation is determined substantially in conformance with the
compensation philosophy, discussed above, that is applicable to all of the
Company's executive officers. Performance is measured against defined financial,
operational, and strategic objectives. In establishing Mr. Costa's base salary
and bonus, the RVSI Board takes into account RVSI's performance against both its
own objectives and the industry of which it is a part, as well as Mr. Costa's
contribution to the Company's near- and long-term objectives.
Fiscal 1998 was an extraordinarily difficult year for RVSI as well as for
the semiconductor industry. The industry entered the fiscal year anticipating
growth but, by March 1998, the Asian economic crisis had plunged semiconductor
manufacturers and suppliers into a severe downturn, which did not abate during
the year. The Board believes Mr. Costa was instrumental in managing the Company
through a series of difficulties brought about by this industry recession. Mr.
Costa demonstrated leadership in reacting quickly to changes in the industry and
in ensuring that the Company did not lose its strategic focus. Mr. Costa's base
compensation reflects the Board's belief that he is a valuable asset to the
Company. Because the Company did not achieve its financial goals for fiscal
1998, Mr. Costa did not earn a bonus for that fiscal year.
INTERNAL REVENUE CODE SECTION 162(m)
Section 162(m) of the Internal Revenue Code generally limits the
deductibility of compensation in excess of $1 million paid to a Company's
executive officer. Certain performance-based compensation is excluded by Section
162(m)(4)(C) of the Code in determining whether the $1 million limit applies.
Currently the total compensation, including salary, bonuses and excludable stock
options for any of the named executives does not exceed this limit. If in the
future this regulation becomes applicable to RVSI, the RVSI Board will not
necessarily limit executive compensation to that which is deductible, but will
consider alternatives to preserving the deductibility of compensation payments
and benefits to the extent consistent with its overall compensation objectives
and philosophy.
SUMMARY
The RVSI Board will continue to review the Company's compensation programs
to assure such programs are consistent with the objective of increasing
stockholder value.
THE BOARD OF DIRECTORS
<TABLE>
<CAPTION>
Pat V. Costa, CHAIRMAN
<S> <C>
Frank A. DiPietro Donald J. Kramer
Jay M. Haft Mark J. Lerner
Tomas Kohn Howard Stern
Robert H. Walker
</TABLE>
22
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended September 30, 1998, the following officers
participated in discussions concerning executive officer compensation: Pat V.
Costa, John J. Arcari, Howard Stern and Robert H. Walker. Each of the named
participants recused himself in discussions concerning his own compensation.
STOCK PERFORMANCE CHART
The following chart compares the yearly percentage change in the cumulative
total stockholder return on the Company's common stock during the five years
ended September 30, 1998 with the total return on the Standard & Poor's 500
Composite Index and the NASDAQ Non-Financial Index. The comparison assumes $100
was invested on September 30, 1993 in the Company's common stock and in each of
the foregoing indices and assumes reinvestment of dividends.
23
<PAGE>
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
TOTAL RETURN FOR: RVSI S&P 500 NASDAQ NON-FINANCIAL
<S> <C> <C> <C>
9/30/93 100.0 100.0 100.0
9/30/94 163.3 103.7 99.4
9/30/95 620.0 134.7 138.6
9/29/96 353.3 162.3 161.8
9/30/97 450.1 228.3 217.3
9/30/98 71.7 249.6 219.9
DOLLARS
NOTE:
A. Trading activity for the Company from 11/21/1991 through 1/4/1994 was
on the OTC Bulletin Board; the balance of trading data was as reported
by The
Nasdaq National Market.
</TABLE>
24
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership
of the Company's Common Stock as of January 22, 1999 by (i) each director of the
Company, (ii) each person known by the Company to own beneficially 5% or more of
the Company's Common Stock, (iii) each officer named in the Summary Compensation
Table elsewhere herein and (iv) all directors and executive officers as a group:
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME AND ADDRESS OF COMMON STOCK PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) OF CLASS
- -------------------------- --------------------- ----------
<S> <C> <C>
Jay M. Haft.................................................................. 487,546(2) 2.0%
Pat V. Costa................................................................. 238,927(3) 1.0%
Mark J. Lerner............................................................... 88,451(4) *
Robert H. Walker............................................................. 77,825(5) *
Howard Stern................................................................. 72,978(6) *
Frank A. DiPietro............................................................ 54,770(7) *
Tomas Kohn................................................................... 49,155(8) *
Steven J. Bilodeau........................................................... 42,974(9) *
Earl H. Rideout.............................................................. 33,302(10) *
Donald J. Kramer............................................................. 22,654(11) *
John J. Arcari............................................................... 20,000(12) *
Curtis W. Howes.............................................................. 7,168(13) *
All current executive officers and directors as a group (13 persons)......... 1,203,417(14)(15) 4.7%
</TABLE>
- ------------------------
* Less than 1%.
(1) Includes shares issuable pursuant to currently exercisable options and
warrants as well as those options and warrants which will become exercisable
within 60 days of January 22, 1999. Except as otherwise indicated, the
persons named herein have sole voting and dispositive power with respect to
the shares beneficially owned.
(2) Includes (i) 23,000 shares issuable to Mr. Haft upon exercise of outstanding
options, (ii) 398,100 shares owned of record by his spouse and (iii) 7,666
shares held indirectly in a retirement trust.
(3) Includes (i) 207,326 shares issuable to Mr. Costa upon exercise of
outstanding options and (ii) 1,601 vested shares held under the Company's
Retirement Investment Plan ("Retirement Plan").
(4) Includes (i) 82,451 shares issuable to Morgen, Evan & Company, Inc., of
which Mr. Lerner is the principal owner, upon exercise of outstanding
warrants and (ii) 6,000 shares issuable to Mr. Lerner upon exercise of
outstanding options.
(5) Includes (i) 26,113 shares issuable to Mr. Walker upon exercise of
outstanding options, and (ii) 17,632 shares held indirectly in a retirement
account.
(6) Includes (i) 20,000 shares issuable to Mr. Stern upon exercise of
outstanding options and (ii) 6,148 vested shares held under the Retirement
Plan.
(7) Includes (i) 1,000 shares issuable to Mr. DiPietro upon exercise of
outstanding options and (ii) 31,770 shares owned of record by his spouse.
(8) Includes (i) 1,000 shares issuable to Mr. Kohn upon exercise of outstanding
options and (ii) 1,684 shares owned of record by his spouse.
(9) Includes 42,974 issuable to Mr. Bilodeau upon exercise of outstanding
options.
24
<PAGE>
(10) Includes (i) 32,994 shares issuable to Mr. Rideout upon exercise of
outstanding options and (ii) 308 vested shares held under the Retirement
Plan.
(11) Includes (i) 9,802 shares issuable to Mr. Kramer upon exercise of
outstanding options and (ii) 10,000 shares held indirectly in an irrevocable
Trust with his spouse as Trustee; Mr. Kramer disclaims any interest in these
shares.
(12) Includes 20,000 shares issuable to Mr. Arcari upon exercise of outstanding
options.
(13) Includes 6,668 shares issuable to Mr. Howes upon exercise of outstanding
options.
(14) Includes (i) 721,422 shares owned of record and beneficially and (ii)
481,995 shares issuable upon exercise of certain outstanding stock options
and warrants.
(15) Includes 8,057 vested shares held in the Retirement Plan for certain
officers of the Company.
COMPLIANCE WITH SECTION 16(A) OF SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10% of the Company's
Common Stock, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission ("SEC"). Officers, directors and greater than
10% stockholders are required by SEC rule to furnish the Company with copies of
all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no such forms were
required for those persons, the Company believes that during the fiscal year
ended September 30, 1998, all filing requirements applicable to its officers,
directors and greater than 10% beneficial owners were complied with except that
Messers. Howes, O'Brien and Rideout were each not timely in the filing of one
monthly report of one transaction.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Jay M. Haft, a director of the Company, is of counsel to Parker Duryee
Rosoff & Haft, the Company's general counsel prior to March 1, 1997.
Mr. Mark J. Lerner, a director of the Company, is President of Morgen, Evan
& Company, Inc. ("MECO"). Mr. Lerner, through MECO, provided consultation
services relative to the Company's international marketing and sales efforts. In
accordance with an agreement dated December 1993 (which was prior to his
becoming a Director of RVSI), during the fiscal years ended September 30, 1996,
September 30, 1997 and September 30, 1998, the Company compensated Mr. Lerner,
through MECO, in cash in the amounts of $87,369, $62,390 and $9,800,
respectively, as well as with four-year warrants, at exercise prices of $12.88,
$13.13 and $2.57, respectively, to acquire an aggregate of 42,434, 2,565 and
18,000 shares of RVSI Common Stock, respectively. All warrants were issued at
the fair market value of RVSI's Common Stock on the date of grant. The Company
believes that the compensation paid by it to MECO was no greater than what would
have had to be paid to an unaffiliated person for substantially similar
services.
25
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as part of this report:
(i) FINANCIAL STATEMENTS.
Independent Auditors' Report
Consolidated Balance Sheets at September 30, 1998 and September 30,
1997
Consolidated Statements of Operations for the Years Ended September
30, 1998, 1997 and
1996
Consolidated Statements of Stockholders' Equity for the Years Ended
September 30, 1998,
1997 and 1996
Consolidated Statements of Cash Flows for the Years Ended September
30, 1998, 1997 and
1996
Notes to Consolidated Financial Statements
(ii) FINANCIAL STATEMENT SCHEDULE.
Schedule II--Valuation and Qualifying Accounts
(iii) EXHIBITS.
10(a) Credit Agreement, dated as of March 18, 1998, by and among the
Company, the Lenders Party hereto and Bank of New York, as
Administrative Agent.
10(b) Amendment No. 3 to Credit Agreement and Forbearance, dated
December 4, 1998, by and among the Company, the Lenders Party
Thereto and Bank of New York, as Administrative Agent(1)
10(c) Asset Purchase Agreement, dated December 16, 1998, between the
Company and Rosemount Aerospace, Inc
10(d) License Agreement dated December 4, 1998 between the Company
and Rosemount Aerospace, Inc.
21 Subsidiaries of Company
23(a) Independent Auditors' Consent--Deloitte & Touche LLP
27 Financial Data Schedule
-------------------------------
(1) Filed herewith.
(b) Reports on Form 8-K:
None.
26
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to this
Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: January 27, 1999
ROBOTIC VISION SYSTEMS, INC.
By: /s/ John J. Arcari
--------------------------------------
John J. Arcari
SECRETARY
27
<PAGE>
EXHIBIT 10(b)
Document 2
AMENDMENT NO. 3
AND
FORBEARANCE TO AND UNDER
THE REVOLVING CREDIT AGREEMENT
AMENDMENT NO. 3 AND FORBEARANCE (this "AMENDMENT AND FORBEARANCE"), dated
as of December 4, 1998, to and under the Credit Agreement, dated as of March 18,
1998, by and among ROBOTIC VISION SYSTEMS, INC., a Delaware corporation
(the "BORROWER"), the Lenders party thereto and THE BANK OF NEW YORK, as
administrative agent for the Lenders (in such capacity, the "ADMINISTRATIVE
AGENT") as heretofore amended and as may heretofore be amended, modified and
supplemented from time to time (the "CREDIT AGREEMENT").
RECITALS
A. Capitalized terms used herein which are not defined herein shall
have the respective meanings ascribed thereto in the Credit Agreement.
B. As more fully described on Schedule I hereto (i) certain Events of
Default have occurred and are continuing as of the fiscal quarter ended
September 30, 1998 (the "EXISTING EVENTS OF DEFAULT") and (ii) certain
additional Events of Default are anticipated to occur in the future during
the period ended January 29, 1999 (the "ANTICIPATORY EVENTS OF DEFAULT"; and
together with the Existing Events of Default, the "FORBEARANCE EVENTS OF
DEFAULT")).
C. The Borrower has requested that the Administrative Agent and the
Lenders agree (i) to amend certain provisions of the Credit Agreement to
provide for the application of the gross proceeds from the sale of the
Borrower's Aircraft Safety Division, (ii) to consent, pursuant to the terms
of the Credit Agreement, to the sale of the Borrower's Aircraft Safety
Division, (iii) to release from the liens created pursuant to the Security
Agreement referred to in the Credit Agreement the assets of the Borrower's
Aircraft Safety Division, and (iv) to forbear from exercising rights under
the Loan Documents with respect to the Forbearance Events of Default, in each
case to the extent and in the manner set forth below, and the Administrative
Agent and the Lenders executing this Amendment and Forbearance are willing to
do so subject to the terms and conditions hereof.
In consideration of the covenants, conditions and agreements hereinafter
set forth, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. FORBEARANCE. (a) The Administrative Agent, the Lenders and
the Borrower hereby acknowledge the existence, as of the date hereof, of the
Existing Events of Default, and hereby acknowledge the future occurrence, on
the dates described on Schedule I hereto, of the Anticipatory Events of
Default. Subject to the satisfaction of the conditions set forth in Section 3
hereof and so long as no Event of Default (other than the Forbearance Events
of Default) shall have occurred and be continuing under the Credit Agreement,
the Administrative Agent and the Lenders
<PAGE>
hereby agree to forbear, until the expiration of the Forbearance Period, from
commencing any lawsuit or taking any action to enforce any of their
respective and remedies under the Loan Documents (including, without
limitation, disposing of or collecting upon any Collateral granted to secure
payment under the Loan Documents) in connection with the Forbearance Events
of Default; PROVIDED, HOWEVER, that such forbearance shall extend only to the
foregoing specific Forbearance Events of Default and not to any other
Defaults or Events of Default now existing or occurring after the Amendment
No. 3 Effective Date and shall not in any way or manner restrict the
Administrative Agent or the Lenders from exercising any rights or remedies
they may have after the expiration or termination of the Forbearance Period.
(b) The Administrative Agent and the Lenders hereby agree that during the
Forbearance Period, the provisions of Section 3.1(b) of the Credit Agreement
shall not apply and the default rate of interest described in such section
shall not accrue and shall not be deemed to have accrued, at any time prior
to or during the Forbearance Period (although interest shall continue to
accrue at the rates otherwise applicable) as to any amounts payable or
outstanding under the Credit Agreement; PROVIDED, that during the Forbearance
Period all Revolving Loans shall be maintained as ABR Advances and may not be
converted to Eurodollar Advances.
SECTION 2. AMENDMENTS TO CREDIT AGREEMENT. (a) Section 1.1 of the
Credit Agreement is hereby amended by adding the following new definitions in
appropriate alphabetical order:
"AMENDMENT NO. 3": shall mean that certain
Amendment No. 3 and Forbearance to and under the
Credit Agreement, dated as of December __, 1998.
"AMENDMENT NO. 3 EFFECTIVE DATE": shall have the
meaning set forth in Section 3 of Amendment No. 3.
"FORBEARANCE EVENTS OF DEFAULT": shall have the
meanings set forth in Recital B of Amendment No. 3.
"FORBEARANCE PERIOD": shall mean the period
commercing on the Amendment No. 3 Effective Date
and ending on the earliest to occur of (i) January
29, 1999, and (ii) the occurrence and continuance of
any Event of Default other than the Forbearance
Events of Default.
"PURCHASE AGREEMENT": shall mean that certain Asset
Purchase Agreement dated November 16, 1998 by and
between Rosemount Aerospace Inc. (the "PURCHASER")
and the Borrower, a true and correct copy of which
has heretofore been delivered to the Administrative
Agent.
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<PAGE>
(b) Section 2.4(b) of the Credit Agreement is hereby amended by deleting
the word "and" immediately following subsection (ii) thereof, by deleting the
period at the end of subsection (iii) thereof and inserting in lieu thereof a
semi-colon and the word "and", and by inserting the following new subsection
(iv) at the end thereof:
"(iv) by an amount equal to (x) 50% of the Base
Purchase Price (as defined in the Purchase
Agreement) and (y) 50% of the Adjusted Balance
(as defined in Exhibit G to the Purchase
Agreement), it being understood and agreed that,
notwithstanding anything to the contrary
contained in subsection (i) above, the Borrower
shall be permitted to retain, for working capital
purposes (A) 50% of the Base Purchase Price
(subject to the payment of the legal fees and
expenses set forth in Section 3 to Amendment No.
3), (B) 100% of the first $75,000 of the Balance
payable to the Buyer (as defined in the Purchase
Agreement and described in Exhibit B to the
Purchase Agreement) and (C) 50% of the Adjusted
Balance."
(c) Section 7.1 of the Credit Agreement is hereby amended by deleting the
word "and" immediately following subsection (h) thereof, by deleting the
period at the end of subsection (i) thereof and inserting in lieu thereof a
semi-colon, and by inserting the following new subsections (j), (k), (l) and
(m) at the end thereof:
"(j) each of the following, in each case within
10 days of the end of such fiscal month, for the
immediately preceding fiscal month and separately
for the Borrower, each of the Subsidiaries,
divisions and major vendors and customers: (A) a
summary aging schedule of accounts receivable,
(B) a schedule of inventory (raw material, work
in process and finished goods), (C) a schedule of
payables and (D) schedules of revenue by
bookings, shipments and backlog, all in form
acceptable to the Administrative Agent;
(k) collateral audits (at the Borrower's expense)
of the Borrower and any Subsidiaries and
divisions as the Administrative Agent or Required
Lenders shall direct, on a semi-annual basis or
such other basis as the Administrative Agent and
the Required Lenders may from time to time
reasonably require in their sole discretion;
3
<PAGE>
(1) no later than the second to last Business Day
in each week, and in each case, separately for
the Borrower, each of the Subsidiaries and
divisions (A) a schedule of sales for the
immediately preceding week, (B) a schedule of
anticipated cash receipts and disbursements for
the immediately succeeding thirteen weeks and
(C) a schedule of actual cash receipts and
disbursements for the immediately preceding
thirteen weeks; and
(m) bi-monthly, a status update on the
Borrower's efforts to obtain subordinated
financing and/or equity investments and proposed
asset dispositions outside the ordinary course
of business."
(d) Section 8.6 of the Credit Agreement is hereby amended by inserting
the following new subsection (e) at the end thereof:
"(e) notwithstanding anything to the contrary
set forth in this Section 8.6, and subject to
the terms of Section 2.4(b)(iv) hereof, the sale
and disposition of the assets of the Borrower's
Aircraft Safety Division pursuant to the terms
of the Purchase Agreement, it being agreed that,
upon the occurrence of the Amendment No. 3
Effective Date, the Lenders shall be deemed to
have consented to, and do hereby authorize the
Administrative Agent to release any Liens the
Administrative Agent may have on the assets so
being sold or disposed of."
(e) Section 11.4(a) of the Credit Agreement is hereby amended by
inserting the words "and the reasonable fees, charges and disbursements of a
consultant retained by the Administrative Agent or the Lenders" immediately
following the words "the reasonable fees, charges and disbursements of
counsel," appearing in clause (i) thereof, and is hereby further amended by
inserting the following words and the end of clause (i) thereof:
"in addition thereto, to pay or reimburse the
Lenders for the reasonable fees, charges and
disbursements for one counsel selected by the
Lenders, in connection with the preparation,
negotiation and execution of any amendment,
supplement or modification to any of the Loan
Documents (whether or not executed or
effective), any documents prepared in connection
therewith and the consummation of the
transactions contemplated thereby and"
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<PAGE>
SECTION 3. This Amendment and Forbearance shall not become effective
until the date (the "Amendment No. 3 Effective Date") on which each of the
following has occurred:
(a) The Administrative Agent shall have executed this Amendment and
Forbearance and shall have received the consent thereto of each of the
Lenders, the Borrower and the Subsidiary Guarantors;
(b) The Purchaser shall have advised the Administrative Agent (by
telephone, confirmed by facsimile transmission) that, concurrently with the
Amendment No. 3 Effective Date and the release by the Administrative Agent of
the liens created pursuant to the Security Agreement on the asset of the
Borrower's Aircraft Safety Division, it has transmitted the Base Purchase
Price (as defined in the Purchase Agreement), by wire transfer of immediately
available funds, into an account under the exclusive dominion and control of
the Administrative Agent;
(c) The transactions contemplated by the Purchase Agreement shall have
been consummated by not later than December 11, 1998;
(d) The Borrower and the Subsidiary Guarantors shall have executed and
delivered an amendment and restatement of the Security Agreement in form and
substance satisfactory to the Administrative Agent, together with executed
UCC-3 and UCC-2 amendment statements for filing in appropriate jurisdictions;
(e) The Administrative Agent shall have received the favorable opinion
of counsel to the Borrower and the Subsidiary Guarantors, in form and
substance satisfactory to the Administrative Agent;
(f) The Borrower, through its direction referred to in the last phrase
of this sentence, shall have caused provision to be made for payment of (i)
the past due legal expenses of Emmet, Marvin & Martin, LLP, counsel to the
Administrative Agent, in the amount of $33,672.03 and the additional
reasonable fees and disbursements of such firm prior to the Amendment No. 3
Effective Date and (ii) the reasonable legal fees and disbursements of
Zalkin, Rodin & Goodman LLP, counsel for the Lenders, in connection with the
negotiation, preparation and execution of this Amendment and Forbearance, and
the documents and certificates executed in connection therewith, it being
agreed that, by its execution at the foot hereof, the Borrower shall be
deemed to have directed the Administrative Agent to debit such amounts in (i)
and (ii) herein from the portion of the Base Purchase Price permitted to be
retained by the Borrower as provided for in Section 2.4(b)(iv) of the Credit
Agreement, and for the balance thereof to be transferred into the Borrower's
operating account (Account No. 690-0761641) maintained with the
Administrative Agent;
(g) (i) The Borrower shall be in compliance with all of the terms and
provisions set forth in the Credit Agreement (excluding the forbearance
Events of Default) to be observed and performed by it; (ii) all
representations and warranties contained in Article 4 of the Credit Agreement
(excluding the Forbearance Events of Default) shall be true and correct in
all material respects on and as of the Amendment No. 3 Effective Date with
the same effect as if made on and as of such date except to the extent such
representations and warranties expressly related to an earlier date; and (iii)
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after giving effect to this Amendment and Forbearance, no Event of Default or
event which upon notice or lapse of time or both would constitute an Event of
Default shall have occurred and be continuing (other than the Forbearance
Events of Default); and
(h) The Administrative Agent shall have received such other documents as
it shall reasonably request.
SECTION 4. The Borrower agrees to pay to Errunet, Marvin & Martin, LLP
and Zalkin, Rodin & Goodman LLP any reasonable fees and disbursements of such
firms in connection with the transactions contemplated hereby (including
those incurred subsequent to the Amendment No. 3 Effective Date in connection
with post-closing matters including, without limitation, filing of UCC-3 and
UCC-2 amendments) promptly upon the presentation of an invoice therefor. The
Borrower authorizes and directs the Administrative Agent to debit the
Borrower's account referred to above and pay such amounts no earlier than
three (3) days subsequent to such presentation.
SECTION 5. By their execution at the foot hereof, each of the Borrower
and each Subsidiary Guarantor hereby reaffirms and admits the validity and
enforce ability of the Credit Agreement and the other Loan Documents and all
of its obligations thereunder and admits that it has no defense, offset or
counterclaim thereto.
SECTION 6. This Amendment and Forbearance and the consents hereto may be
executed in any number of counterparts, each of which shall be an original and
all of which shall constitute one agreement. It shall not be necessary in
making proof of this Amendment and Forbearance and the consents hereto to
produce or account for more than one counterpart signed by the party to be
charged.
SECTION 7. This Amendment and Forbearance is being delivered in and is
intended to be performed in the State of New York and shall be construed and
enforceable in accordance with, and be governed by, the internal laws of the
State of New York without regard to principles of conflict of laws.
SECTION 8. Upon compliance with the provisions of Section 3 hereof, the
Lenders shall be deemed to have consented to the Borrower's sale of its
Aircraft Safety Division and directed the Administrative Agent to release
form the liens created by the Security Agreement the assets of the Borrower's
Aircraft Safety Division.
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ROBOTIC VISION SYSTEMS, INC.
AMENDMENT NO. 3 AND FORBEARANCE
TO AND UNDER THE CREDIT AGREEMENT
IN WITNESS WHEREOF, the Borrower and the Administrative Agent have
caused this Amendment and Forbearance to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above
written.
ROBOTIC VISION SYSTEMS, INC.
By: Pat V. Coster
-------------------------------
Name: Pat V. Coster
-----------------------------
Title: Chief Executive Officer
----------------------------
THE BANK OF NEW YORK, individually
and as Administrative Agent
By: Edward J. Desalvio
-------------------------------
Name: EDWARD J. DeSALVIO
-----------------------------
Title: VICE PRESIDENT
----------------------------
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<PAGE>
ROBOTIC VISION SYSTEMS, INC.
AMENDMENT NO. 3 AND FORBEARANCE
TO AND UNDER THE CREDIT AGREEMENT
CONSENTED TO:
FIRST UNION NATIONAL BANK
By: /s/ Anne D. Brehany
-------------------------------
Name: Anne D. Brehany
-----------------------------
Title: Vice President
----------------------------
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<PAGE>
ROBOTIC VISION SYSTEMS, INC.
AMENDMENT NO. 3 AND FORBEARANCE
TO AND UNDER THE CREDIT AGREEMENT
CONSENTED TO:
FLEET BANK, N.A.
By: Donald R. Nicholson
-------------------------------
Name: Donald R. Nicholson
-----------------------------
Title: SVP
----------------------------
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ROBOTIC VISION SYSTEMS, INC.
AMENDMENT NO. 3 AND FORBEARANCE
TO AND UNDER THE CREDIT AGREEMENT
CONSENTED TO:
SYSTEMATION ENGINEERED PRODUCTS, INC.
VANGAURD AUTOMATION, INC.
By: Pat V. Costa
-------------------------------
Name: Pat V. Costa
-----------------------------
Title: Chief Executive Officer
----------------------------
NORTHEAST ROBOTICS LLC
By: Robotic Vision Systems, Inc.
as Sole Member and Manager
of Acuity Imaging LLC,
As Sole Member and Manager
By: Pat V. Costa
-------------------------------
Name: Pat V. Costa
-----------------------------
Title: Chief Executive Officer
----------------------------
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<PAGE>
ROBOTIC VISION SYSTEMS, INC.
AMENDMENT NO. 3 AND FORBEARANCE
TO AND UNDER THE CREDIT AGREEMENT
CONSENTED TO:
ACUITY IMAGING LLC
By: Robotic Vision Systems, Inc.
as Sole Member and Manager
By: Pat V. Costa
-------------------------------
Name: Pat V. Costa
-----------------------------
Title: Chief Executive Officer
----------------------------
CIMATRIX LLC
By: Robotic Vision Systems, Inc.
as Sole Member and Manager
By: Pat V. Costa
-------------------------------
Name: Pat V. Costa
-----------------------------
Title: Chief Executive Officer
----------------------------
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SCHEDULE I
FORBEARANCE EVENTS OF DEFAULT
(i) EXISTING EVENTS OF DEFAULT
Section 8.14(a) Leverage Ratio
Section 8.14(b) Ratio of Total Liabilities to Tangible Net Worth
Section 8.14(c) Consolidated Working Capital
Section 8.14(d) Quick Ratio
Section 8.14(e) Consolidated Tangible Net Worth
(ii) ANTICIPATORY EVENTS OF DEFAULT
Same as (i) above
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