UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year ended October 31, 1998
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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 No. 0-22920
NUMEREX CORP.
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(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 11-2948749
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(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
1600 Parkwood Circle
Suite 200
Atlanta, Georgia 30339-2119
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (770) 693-5950
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Securities Registered Pursuant to Section 12(b) of the Act: None
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Securities Registered Pursuant to Section 12(g) of the Act:
Class A Common Stock, no par value 10,366,092
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(Title of Class) (Number of Shares Outstanding
as of January 15, 1999)
Indicate by check mark whether the Registrant (i) 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 (ii) 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 the 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. [ ]
The aggregate market value of voting stock held by non-affiliates of the
Registrant is $22,393,845.(1)
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TABLE OF CONTENTS
Page
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Table of Contents (i)
Exchange Rate Data (i)
PART I
Item 1. Business 1
Item 2. Properties 26
Item 3. Legal Proceedings 26
Item 4. Submission of Matters to a Vote of Security Holders 26
Item 4.1 Certain Executive and Key Employees of the Registrant 27
PART II
Item 5. Market for Registrant's Common Equity and Related Shareholder Matters 27
Item 6. Selected Financial Data 28
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 28
Item 8. Financial Statements and Supplementary Data 28
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 28
PART III
Item 10. Directors and Executive Officers of the Registrant 29
Item 11. Executive Compensation 29
Item 12. Security Ownership of Certain Beneficial Owners and Management 29
Item 13. Certain Relationships and Related Transactions 29
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 29
List of Financial Statements 29
List of Exhibits 30
Signatures 35
Index to Financial Statements F-1
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EXCHANGE RATE DATA
The following table sets forth certain exchange rates for British pounds
sterling based on the noon buying rate in New York City for cable transfers, as
certified for customs purposes by the Federal Reserve Bank of New York. Such
rates are set forth as U.S. dollars per British pound sterling. On January 15,
1999, the noon buying rate was U.S. $1.6515 per (pound)100.
Fiscal Years Ended October 31,
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1998 1997 1996 1995 1994
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Exchange rate at end of period 1.6542 1.6743 1.6278 1.5805 1.6350
Average exchange rate during period 1.6609 1.6444 1.5506 1.5884 1.5250
Highest exchange rate during period 1.6995 1.7123 1.6278 1.6355 1.6368
Lowest exchange rate during period 1.6308 1.6020 1.5083 1.5505 1.4615
The Company currently publishes its consolidated financial statements in
British pounds sterling, the functional currency of the country in which
substantial majority of the Company's revenues have historically been generated.
(i)
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DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Company's Annual Report to Shareholders for the
year ended October 31, 1998 are incorporated by reference in Part I and Part II
of this Report and certain provisions of the Company's Proxy Statement to be
filed in connection with its 1999 Annual Meeting of Shareholders are
incorporated by reference in Part III of this Report.
Other documents incorporated by reference are listed in the Exhibit Index.
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(1) The aggregate dollar amount of the voting stock set forth equals the number
of shares of the Company's Common Stock outstanding, reduced by the amount
of Common Stock held by officers, directors and shareholders owning 10% or
more of the Company's Common Stock, multiplied by $3.875, the last reported
sale price for the Company's Common Stock on January 15, 1999. The
information provided shall in no way be construed as an admission that any
officer, director or 10% shareholder in the Company may be deemed an
affiliate of the Company or that such person is the beneficial owner of the
shares reported as being held by him, and any such inference is hereby
disclaimed. The information provided herein is included solely for
recordkeeping purposes of the Securities and Exchange Commission.
PRELIMINARY NOTE
Unless otherwise indicated or the context otherwise requires: (i) the
"Company" refers to Numerex Corp. and its wholly-owned subsidiaries, (ii) all
references to Common Stock in this report refer to the Company's Class A Common
Stock, (iii) all information in this report has been adjusted to reflect a
five-for-two stock split paid in October 1994, (iv) all references in this
report to fiscal years are to the Company's fiscal year ended October 31 of each
year, and (v) all references in this report to "pounds sterling" or "(pound)"
are to British pounds sterling.
(ii)
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PART I
Item 1. Business.
THE COMPANY
NumereX is a telecommunications company comprised of business entities
providing an array of information transport products and services. The Company's
primary focus is on information products and services utilizing transport
technologies representing wireline, broadband, and wireless communications.
Through its business units, the Company has developed products and services for
wireline communications (proprietary Derived Channel technology), broadband
communications (Fiber Optic and proprietary EDCOMM software), and wireless
communications (patented Cellemetry(R) technology. Additionally, the Company
provides network management systems to operating telephone companies.
The Company's primary strategic objectives are to:
o Increase coverage and penetration for all business lines.
o Transition from product revenues to recurring revenues wherever
possible
o Acquire or develop applications which can add profitably to existing
businesses.
Through Cellemetry LLC (a joint venture with BellSouth Wireless Inc., 60%
owned by the Company), the Company provides low-cost, two-way wireless data
transport in the U.S. and Canada, with plans to expand to international markets.
The Company, through its investment in UPLINK Security, Inc. ("UPLINK"), is
positioned to provide low cost, reliable fixed security services and assisted
services via wireless transport utilizing Cellemetry(R) technology.
Cellemetry(R), as a means of data transport, combined with uniquely developed
message processing and interface technologies, has positioned Uplink to become
an industry leader for low cost wireless alarm transport. Additionally, from an
application perspective, the Cellemetry(R)/UPLINK synergy is an excellent
compliment to the Company's Derived Channel technology for security alarm
purposes.
The Company's Network Management products are used to test and monitor the
performance of data and voice communications networks. The Company's high-end
network fault management product line is marketed to customers in North America,
South America, Western Europe, and the Pacific Rim. Through its network
management products the Company has developed relationships with major
telecommunications companies internationally.
The Company's largest wireline communications customer, British
Telecommunications plc ("British Telecom"), has been successfully deploying the
Company's Derived Channel technology for the purposes of providing enhanced
alarm reporting services to customers through its telephone network in the
United Kingdom. The service, referred to by British Telecom as "RedCARE", now
supports more than 270,000 subscribers and is available to more than 98% of the
commercial marketplace in the United Kingdom. The Company continues to pursue
various wireline opportunities in the U.S. and other worldwide markets.
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The Company's Broadband Communications business unit provides systems
design, products, integration services, installation and operator training for
interactive voice, video, and data via fiber optic transport. The principal
application for the Company's fiber optic transport expertise to date has been
in the area of educational enhancement, through distance learning. With more
than 1,000 existing distance learning and campus sites, serving more than 1.2
million students, the Company believes it is well positioned to capitalize on
the public need for enhanced education and the anticipated growth of the
distance learning market. The Company also believes that a corporate market will
further develop for its distance learning products.
The Company's history began in July 1992 when Bronzebase Limited
("Bronzebase"), a newly formed corporation acquired 90% of the outstanding stock
of Versus Technology Limited ("Versus Technology UK") and certain proprietary
intellectual property rights, including rights to derived channel technology and
rights to market such technology in certain countries, including the United
Kingdom. Bronzebase acquired the remaining Versus Technology UK stock in
September 1993. In February 1994, as a result of a stock exchange, Bronzebase
and its subsidiary Versus Technology UK, became subsidiaries of NumereX
Corporation.
In July 1994, the Company acquired all of the outstanding stock of Digital
Audio Limited ("DA Systems"). Also in July 1994, the Company purchased certain
network management assets, through a newly formed subsidiary of the Company,
Digilog Inc. ("Digilog"). In November 1994, the Company's subsidiary, DCX
Systems, Inc. ("DCX Systems"), completed the acquisition of certain derived
channel business assets, including the rights to manufacture, market and sell
the Company's Derived Channel technology in North America, South America,
Eastern Europe, and parts of the Pacific Rim. Along with these rights, the
Company assumed relationships with six of the seven Regional Bell Operating
Companies and GTE Corporation in the United States, each of which has purchased
and installed systems using earlier versions of the Derived Channel technology.
In February 1997, the Company acquired 100% of the outstanding stock of
Broadband Networks, Inc. ("BNI") of State College, Pennsylvania. Certain
employees of BNI hold stock options which if fully exercised will result in
NumereX's interest being reduced to 82%. In addition, the Company has certain
rights to purchase the shares upon exercise of the options.
In May 1997, the Company sold all of the stock of its wholly owned
subsidiary, DA Systems, to Detection Systems, Inc. ("DSI") of Rochester, N.Y. In
a companion transaction, a subsidiary of the Company entered into a License
Agreement with DSI whereby DSI may manufacture and distribute certain of the
Company's products in the United Kingdom in return for royalty payments.
On July 17, 1997, the Company invested (pound)605,000 ($1,000,000) in
return for 19.5% of the common stock of Uplink Security, Inc. In addition, the
Company extended UPLINK a $5,000,000 Line of Credit that could be drawn against
a defined set of milestones over a 24-month period. Various options contained in
the agreements provided the Company a means of acquiring a controlling interest
in UPLINK. On May 18, 1998, the Company acquired an additional 78,795 shares of
UPLINK Security, Inc. from certain existing shareholders for approximately
(pound)873,000 ($1,444,000) and 89,763 NumereX common stock warrants with a
strike price of $6.00. This stock purchase increased the Company's ownership
interest in UPLINK to 85% and, as a result, UPLINK was consolidated with the
Company effective May 18, 1998.
On May 15, 1998, the Company, BellSouth Wireless, Inc. ("BellSouth
Wireless") and BellSouth Corporation completed a transaction whereby Cellemetry
LLC ("Cellemetry") a joint venture between NumereX and BellSouth Wireless, was
formed. Cellemetry LLC, a Delaware limited liability company,
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is owned 60% by NumereX and 40% by BellSouth Wireless. The parties have entered
into an operating agreement (the "Operating Agreement") which deals with, among
other things, the conduct of the business of Cellemetry LLC. Pursuant to the
Operating Agreement, the Company will make cash contributions of up to $15.5
million during the first two years of Cellemetry LLC's operations. According to
the Operating Agreement, at the end of the three years if certain revenue
targets have been met by Cellemetry LLC, no additional contribution from the
Company will be required. However, if, at the end of three years, the revenue
targets are not met, the Company will be required to make an additional $3.75
million cash contribution or contribute certain equity interests it has in
UPLINK. Also, according to the Operating Agreement, Cellemetry LLC must achieve
certain specific cumulative revenue and operating goals by the third anniversary
of the formation date. If these performance goals are not met, the Company may,
at its sole option, elect that BellSouth put its ownership interest in
Cellemetry LLC to the Company for $15.33 million, plus interest at a 13% annual
compound rate or begin a process to dissolve Cellemetry which would include a
transfer of the initially contributed intellectual property to BellSouth. In
addition, the Operating Agreement provides certain restrictions as to
distributions and the right to transfer ownership interests in Cellemetry LLC.
Cellemetry LLC has elected to be taxed as a partnership for federal, state and
foreign income tax purposes. The results of operations and financial position of
Cellemetry LLC were consolidated with the Company effective May 15, 1998, since
the Company controls the operations of Cellemetry LLC.
The Company is a Pennsylvania Corporation with executive offices located at
1600 Parkwood Circle, Suite 200, Atlanta, Georgia, 30339-2119. The Company's
telephone number is 770-693-5950.
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RISK FACTORS
All statements and information herein and incorporated by reference herein,
other than statements of historical fact, are forward-looking statements that
are based upon a number of assumptions concerning future conditions that
ultimately may prove to be inaccurate. Many phases of the Company's operations
are subject to influences outside its control. Any one, or any combination of
factors could have a material adverse effect on the Company's results of
operations. These factors include: competitive pressures, economic conditions,
changes in consumer spending, currency exchange fluctuations, tariffs, political
instability, interest rate fluctuations, trade restrictions, and other
conditions affecting capital markets. The following factors should be carefully
considered, in addition to other information contained in this document. This
document contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements include, among other things, statements
regarding trends, strategies, plans, beliefs, intentions, expectations, goals
and opportunities. Also, they include statements regarding increases in user and
customer base (see Item 1. "Business" - "The Company", "Wireless
Communications", "Broadband Communications" and "Derived Channel
Communications"); statements relating to expansion opportunities (see Item 1.
"Business" - "The Company", "Wireless Communications", "Broadband
Communications" and "Derived Channel Communications"); statements related to
growth through a variety of sales and marketing efforts, technological
developments, the introduction of new and enhanced products and new product
applications (see Item 1. "Business" - "The Company", "Wireless Communications",
"Broadband Communications", "Derived Channel Communications" and "Network
Management Products"); statements regarding positive results relating to
acquisitions (see Item 1. "Business" - "The Company", "Wireless Communications",
"Broadband Communications" and "Derived Channel Communications"); statements
regarding various aspects of competition (see Item 1. "Business" - "Wireless
Communications" - "Competition", "Broadband Communications" - "Competition",
"Derived Channel Communications" - "Competition", and "Network Management
Products" - "Competition"); statements regarding future results of operations,
profitability, exchange rates and activities relating thereto (see Item 7.
"Management's Discussion and Results of Operations" - "General" and "Foreign
Currency"); statements regarding increased interest and growth in industries and
markets served by the Company and demand for the Company's product offerings
(see Item 1. "Business" - "The Company", "Wireless Communications", "Broadband
Communications" and "Derived Channel Communications"); statements regarding
sufficiency of cash flow, funding operations and availability of additional
capital (see Item 7. "Management's Discussion and Analysis of Financial
Condition and Results of Operation" - "Liquidity and Capital Resources");
statements regarding the Company's ability to retain key employees (see Item 1.
"Business" - "Derived Channel Communications" - "Sales and Marketing" and
"Broadband Communications"); statements concerning the nature of applicable
regulatory restrictions and limitations (see Item 1. "Business" - "General" -
"Regulation"); and statements relating to the availability of supplies used in
the Company's business (see Item 2. "Properties." Actual events, developments
and results could differ materially from those anticipated or projected in the
forward-looking statements as a result of certain uncertainties set forth below
and elsewhere in this document. Any investment in the Company's securities
involves a high degree of risk. Subsequent written or oral statements
attributable to the Company or persons acting on its behalf are expressly
qualified in their entirety by the cautionary statements in this report and
those in the Company's reports previously filed with the Securities and Exchange
Commission.
The following factors, in addition to the other information contained in
this report should be considered carefully in evaluating an investment in the
Company.
Limited Operating History; Acquisition History. The Company commenced
operations in July 1992 with the acquisition of Versus Technology UK, which
conducts the Company's Derived Channel
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System business in the United Kingdom. The Company acquired its network
management products business in July 1994. In November 1994, the Company
acquired the rights to market its Derived Channel System in North America and
several other worldwide markets. In addition, the Company acquired BNI in
February 1997 and made an investment in UPLINK in July 1997. In May of 1998, the
Company acquired a controlling interest in UPLINK and a 60% interest in
Cellemetry LLC. Due to the Company's limited operating history and the limited
history in connection with its recent acquisitions, there can be no assurance as
to the level of gross profit margin or operating results which the Company will
achieve, nor can there be any assurance that the Company's operations will be
profitable in the future.
Dependence Upon British Telecom. Direct sales to the Company's major
customer, British Telecom, accounted for approximately 19.4% and 16.4% the
Company's sales for the fiscal years ended October 31, 1998 and 1997,
respectively. Such sales, in fiscal 1998 and 1997 consisted of network equipment
deployed by British Telecom in connection with its RedCARE alarm reporting
service and revenues pursuant to a software contract between the Company and
British Telecom. The Company's agreement to supply certain network equipment to
British Telecom relating to its RedCARE service will expire in August 1999.
Under such agreement, British Telecom is not required to purchase any minimum
amount of equipment. In addition to direct sales to British Telecom, a
substantial majority of the Company's remaining Derived Channel System sales
consists of STUs sold to alarm system distributors and installers for resale to
British Telecom's RedCARE subscribers. The Company is dependent upon the
marketing efforts of British Telecom to generate demand for the enhanced alarm
reporting service or other applications, which in turn results in sales of the
Company's network equipment to British Telecom and customer premises equipment
(STUs) to alarm system distributors and installers. There can be no assurance
that British Telecom will take any further steps to increase the market
penetration of its RedCARE service or other applications by attracting
additional subscribers or by offering its RedCARE service in new regions of the
United Kingdom or that any market development or geographic expansion efforts
undertaken by British Telecom will be successful. In the event that British
Telecom fails to attract additional RedCARE subscribers or does not otherwise
expand its RedCARE service and other applications in the United Kingdom, the
Company's sales of Derived Channel System products would be expected to decrease
over time. Also, as market penetration approaches more complete coverage, the
Company believes sales may grow at a lower rate. A reduction of sales to British
Telecom, a reduction by British Telecom in its marketing efforts for its RedCARE
service or other applications, a failure by British Telecom to offer its RedCARE
service in new regions, or an impairment of British Telecom's ability to add new
subscribers, would have a material adverse effect on the Company. See "Item 1.
Business -- Sales and Marketing -- United Kingdom Security Market for the
Derived Channel System."
Risks of the Company's Geographic Expansion Program. To date, a substantial
amount of the Company's revenues has been generated from Derived Channel product
sales within the United Kingdom. The Company has undertaken efforts to increase
its market penetration in North America, South America and the Pacific Rim and
to expand into other parts of Western Europe. Each country typically has its own
technical certification and network standards, local distribution channels, and
local competitive dynamics. The Company has devoted several years of sales and
technical efforts in both the Canadian and Argentinean markets that have
resulted in contracts which, to date, are non-performing. Additionally,
technical infrastructure differences in each country will likely increase the
cost associated with expansion efforts. In order for the Company's Derived
Channel expansion efforts to be successful, the Company's products will need to
be selected for use in the new geographic markets by telephone companies and
alarm system distributors and installers. To date, the Company has not
experienced significant expansion in connection with its Derived Channel
business and there can be no assurance that the Company's products will be
selected for deployment in these markets or that the Company will be able to
successfully expand into new geographic markets. In addition, international
expansion opportunities may be pursued by BNI and Cellemetry LLC which would
likely result in increased start-up costs and involve
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many of the above factors. Unless, and until, the Company is able to generate
new sales from these efforts, the start-up costs and other expenses arising from
the Company's expansion activities may adversely affect the Company's future
results of operations.
Risks Associated with the Company's Wireless Business. The success of the
Company's wireless strategy depends upon the successful generation of a national
footprint, its ability to become the data transport service provider of choice
for a wide array of applications providers, and the ability to provide the
necessary funding which may be required to support these activities. There can
be no assurances that the Company's efforts to achieve these objectives will be
successful.
Transitioning Product Revenue to Recurring Revenue. As part of the
Company's strategy, it is attempting, where possible, to transition the Company
from receiving revenue from the sale of certain products, to sharing in
recurring revenues, primarily with telephone companies and other service
providers. This may result in the Company's revenues from the sale of products
to be adversely affected, while potentially increasing future revenues. The
growth prospects for Cellemetry LLC are entirely dependent on the Company's
ability to generate a recurring base with various wireless data transport
customers. There can be no assurances that the Company's efforts to transition
this business will be successful or that future revenues and profitability will
be enhanced.
Risks Associated with the Availability, Funding, Timing, Terms and Effects
of Possible Acquisitions. One of the elements of the Company's strategy is to
consider the acquisition of complementary businesses and or product lines. There
can be no assurance that appropriate acquisition opportunities will be
identified or available; that the Company will have, or be able to obtain,
sufficient resources to fund any such acquisition; that financing for any such
acquisition will be available to the Company on acceptable terms, if at all;
that any such acquisition will be consummated, or, if consummated, the timing
thereof; or that any such acquisition will be beneficial to the Company. In the
event the Company obtains financing for any such acquisition, the Company may
become subject to restrictive loan covenants or other unfavorable terms if funds
are borrowed or dilution if equity securities are sold. In addition, the
diversion of senior management's time and attention associated with any future
acquisitions could have an adverse effect on the Company's operations. Further,
once acquired these acquired businesses must be integrated by the Company. Such
integration will place further demands on management and may require the Company
to increase staffing at the management level. There can be no assurance that
these acquisitions, including the Company's recent acquisitions, can be
successfully integrated or that additional management personnel will be
available to the Company. In this regard the Company recently acquired a
controlling interest in UPLINK and a 60% interest in a newly formed joint
venture, Cellemetry LLC. Presently, the Company is obligated to fund the
operations of Cellemetry LLC, which will require $8 million in FY 1999 and $2
million in FY 2000. The Company also has an ongoing working capital funding
commitment to all of its other operating subsidiaries. On January 8, 1999, the
Company terminated its revolving credit facility and repaid amounts due
including interest totaling $6,008,733. In order to meet the Company's expected
1999 funding requirements, additional financing will be necessary. The Company
does not presently have a borrowing facility in place and while management
believes that the Company will be successful in meeting its 1999 funding needs
there can be no assurance that if the Company seeks to secure such a facility,
that its efforts will be successful, or that such facility can be obtained on
favorable terms. Also, there can be no assurances that the Company's return on
its investment will justify its investments.
Reliance on Key Personnel. The Company's future performance depends in
large part upon the services of certain executive officers and other key
personnel. The Company presently maintains employment agreements with two of its
executive officers. During fiscal 1998, the Company experienced several changes
at the executive management level as well as the Chairman of the Board.
Presently, Gordon T. Ray is serving as Chairman, President and Chief Executive
Officer of the Company. The loss
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of the services of one or more of these individuals could have an adverse effect
upon the Company. The Company's future performance will also depend upon its
ability to attract and retain other highly qualified management, engineering,
marketing, finance and sales personnel. There can be no assurance that the
Company will be able to continue to attract and retain such persons. See "Item
4.1 -- Certain Executive Officers of the Registrant" and "Proposal One --
Election of Directors" contained in and incorporated by reference from the
Company's Proxy Statement relating to the 1999 Annual Meeting of Shareholders.
Potential Adverse Effect of Competition in Products and Technologies. The
Company's operations are characterized by significant competition with other
companies offering alternative products and/or technologies. In certain cases,
competing products and technologies may offer price or performance
characteristics rendering them more attractive to potential customers than the
Company's products or services. Many of the Company's competitors have greater
financial, technical, manufacturing and marketing resources than the Company.
There can be no assurance that customers will not elect to use alternatives to
the Company's products or that the Company's competitors will not develop new
products, product features or pricing policies which are more attractive to
customers than those offered by the Company. The Company's financial results may
be negatively impacted as a result of increased competition. See "Item 1.
Business."
Failure to Effect Technological Changes. Technology is subject to rapid
change, and the introduction of new products, technologies and applications in
the Company's markets could adversely affect the Company's business. Also,
technical infrastructure differences within each market will increase the cost
of deployment. The Company's success will be dependent upon its ability to
enhance existing products and introduce new products and applications on a
timely basis. If the Company is unable to design, develop, manufacture and
introduce additional enhancements to existing products and competitive new
products and applications on a timely basis, its business could be adversely
affected.
Foreign Exchange Translation and Liquidity Risk. Historically, a
substantial portion of the Company's operations currently has been conducted in
the United Kingdom. In the past, most of the Company's transactions were
denominated in pounds sterling and did not involve routine exchange into other
currencies. However, a portion of the Company's production costs are denominated
in United States dollars even though the bulk of its revenues currently are
denominated in pounds sterling. As a result, the Company is exposed to
fluctuations in exchange rates in the event these transactions are not properly
hedged. The Company does not have an on-going currency hedging program. The
exchange rate between United States dollars and the British pound sterling has
varied significantly over the last several years and may continue to vary
significantly in the future. In addition, any appreciation in the value of the
dollar relative to the pound sterling (i.e., a decrease in the number of dollars
into which pounds sterling may be exchanged) will have the effect of reducing
the Company's reported earnings in dollars when compared to pounds sterling, the
result of which could have an adverse effect on the market price for the
Company's Common Stock. As the Company enters new geographic markets outside the
United States, the Company will be subject to additional foreign exchange
translation and liquidity risks.
Product and Other Liability Risks. The Company's products involve the risk
of liability to the telephone company employing a Derived Channel System, in the
event the Company's products damage the telephone company's network or
equipment, and to the end-user of the Company's alarm reporting equipment, in
the event the Company's products malfunction and fail to report an intrusion.
Potential liability risks are also associated with the Company's wireless
communications products, broadband communications and network management
products. The Company has further potential liability risks in conjunction with
the operation of the Cellemetry LLC wireless data network. In the event of a
product liability claim, other manufacturers, distributors and installers of the
Company's products may bear some or all of the liability. Although the Company
maintains product liability insurance, there can be no
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assurance that if the Company were to incur substantial liability for product
claims, its insurance would provide adequate coverage against such liability.
Accordingly, the Company's results of operations could be materially adversely
affected in the event of any product liability judgment or settlement in excess
of available insurance coverage.
Possible Lack of Patent Protection. The Company holds patents covering
primary Derived Channel and Cellemetry(R) related technologies used by the
Company in systems installed in the United Kingdom, the United States and
various foreign countries. The United Kingdom Derived Channel related patent
expires in October 2002 and the United States patent expires in December 2001.
In addition, the Company also holds patents through Cellemetry LLC which
primarily cover the delivery of the Cellemetry(R) wireless data transport
service. These patents expire between 2007 and 2016. There can be no assurance
that any additional patents will be issued to the Company in any or all
appropriate jurisdictions, that litigation will not be commenced seeking to
challenge such patent protection or that any such challenges will not be
successful, that processes or products of the Company do not or will not
infringe upon the patents held by third parties or that the scope of the patents
issued to the Company will successfully prevent third parties from developing
similar or competitive products or technologies. See "Item 1. Business --
Intellectual Property."
Reliance on Limited Manufacturing Facilities and Sources of Supply. A fire
or other disaster at the Company's manufacturing facilities or those of its
subcontractors would cause major disruptions to the Company's operations due to
the short lead-times demanded by certain of the Company's customers. A
substantial disruption at the Company's manufacturing facilities or those of its
subcontractors could have a material adverse effect on the Company's business.
In addition, certain of the components used in the Company's products are
obtained from sole source suppliers. In the event that the Company could not
obtain any of these components on a timely basis or at all, the Company's
business could be adversely affected. See "Item 2. Properties."
Failure to Comply with Standards and Certification Requirements. Many of
the Company's products are subject to a variety of standards and certification
requirements, including those applicable to products connected to the public
telephone network in the countries in which it conducts business. In the event
that the Company's current or future products did not comply with any such
standards or in the event that all required certifications were not received and
maintained, the sale of such products would be delayed and the Company's
operating results could be adversely affected. See "Item 1. Business --
Regulation."
Relationship with Dominion and Gwynedd; Conflicts of Interest. The Company
has entered into various transactions and arrangements with Dominion Group
Limited, a Member Company of Dominion Holdings or a corporation which previously
carried on certain activities of such entity (collectively, "Dominion").
Dominion is an investment and merchant banking firm which has provided financial
advisory and investment banking services to the Company. Gwynedd owns
approximately 30.9% of the outstanding Common Stock of the Company. The
shareholders of Dominion are also shareholders of Gwynedd. Gwynedd has the right
to designate one member of the Company's Board of Directors (two members if the
Board consists of more than seven directors) as long as Gwynedd owns at least
ten percent of the outstanding Common Stock. Mr. Ryan serves as Gwynedd's
designee. During the fiscal year ended October 31, 1997, the Company paid
$234,000 to Dominion for investment banking related services. No fees were paid
in 1998. During fiscal 1995 the Company's subsidiary, DA Systems, manufactured
certain products for CellTel Data Services, Inc. ("CellTel"), a company in which
Dominion owns a controlling interest. Sales to CellTel approximated $368,500
during fiscal 1995. In October 1996 Numerex invested $375,000 in return for an
initial 10% equity interest in CellTel. These funds were used by CellTel to
repay the account receivable relating to the 1995 product sales. In 1999 Numerex
has the
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right to put its initial equity interest to Dominion and Dominion can call this
interest for $500,000. In addition, in 1999, if the above-referenced call is not
exercised by Numerex, it may acquire an additional 10% interest in CellTel for
$1.00. There can be no assurance that conflicts of interest will not arise in
connection with present and future transactions and arrangements between the
Company, Dominion and Gwynedd that may have a material adverse effect on the
Company. See "Item 12. Security Ownership of Certain Beneficial Owners and
Management", and ("Proposal One -- Election of Directors" and "Certain
Relationships and Related Transactions" contained in and incorporated by
reference from the Company's Proxy Statement relating to the 1999 Annual Meeting
of Shareholders.)
Concentration of Share Ownership. At October 31, 1998 Gwynedd owned
approximately 30.9% of the outstanding Common Stock of the Company. Accordingly,
Gwynedd at October 31, 1998 had the ability to substantially influence the
outcome of the election of directors of the Company as well as other proposals
requiring shareholder approval by a simple majority. Such influence by Gwynedd
may be considered to have anti-takeover effects and may delay, defer or prevent
a takeover attempt that a shareholder might consider in its best interest. In
addition, the Company has entered into an agreement which gives Gwynedd the
right to designate one director on the Board of Directors (two directors if the
Board consists of more than seven directors) as long as Gwynedd owns at least
ten percent of the outstanding Common Stock. In addition to Gwynedd's ownership
of Common Stock, Kenneth F. Manser, a director and executive officer of the
Company, at October 31, 1998, owned approximately 12.9% of the outstanding
Common Stock . See "Item 12. Security Ownership of Certain Beneficial Owners and
Management," "Proposal One -- Election of Directors" and "Certain Relationships
and Related Transactions" contained in and incorporated by reference from the
Company's Proxy Statement relating to the 1999 Annual Meeting of Shareholders.
"Anti-Takeover" and "Anti-Greenmail" Provisions. The Company's Articles of
Incorporation and Bylaws, as well as the laws of the Company's state of
incorporation, contain provisions which may have the effect of deterring
takeovers and making it more difficult to gain control of the Company, including
provisions restricting the right of any person or entity, other than current ten
percent shareholders, to hold or vote more than ten percent of the Company's
outstanding voting securities without the approval of the Board of Directors. In
addition provisions on certain employment and severance agreements as well as
certain provisions under the Company Employee Stock Option Plan and Non-Employee
Director Option Plan may be deemed to have an "anti-takeover" effect. See
"Executive Compensation - Employment and Related Agreements" and "Stock Option
Plans" contained in and incorporated by reference from the Company's Proxy
Statement relating to the 1999 Annual Meeting of Shareholders.
Potential Adverse Effect on Market Price Due to Shares Eligible for Sale.
At October 31, 1998, the Company had a total of 10,366,092 shares of Common
Stock outstanding. Although a significant number of these shares are deemed
"restricted securities"within the meaning of the Securities Act of 1933 (the
"Act") and may not be sold in the absence of registration under the Act unless
an exemption from registration is available, such as Rule 144 under the Act
("Rule 144"), nonetheless, they are presently eligible to be sold pursuant to
Rule 144. The Company has granted Gwynedd the right to one demand and an
unlimited number of "piggyback" registrations with respect to 1,228,905
restricted shares of Common Stock held by Gwynedd which became eligible for sale
under Rule 144 under the Securities Act of 1933 beginning in July 1996. The
Company, at October 31, 1998, had outstanding options to purchase 1,019,500
shares of Common Stock, of which 261,700 are currently exercisable. Sales of
substantial amounts of Common Stock could adversely affect the prevailing market
price of the Common Stock.
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WIRELESS COMMUNICATIONS
Background
In July 1997, NumereX expanded its information transport strategy by
acquiring a 19.5% in Uplink for $1 million pursuant to certain agreements (the
"Agreements") with UPLINK and the shareholders of Uplink. In May 1998, the
Company increased its ownership in UPLINK to 85%.
UPLINK has developed interface and routing technologies, and has an
exclusive license to utilize BellSouth Corporation's patented cellular telemetry
technology, known as Cellemetry(R), for security alarm transport applications.
In addition, in May 1998, the Company formed a joint venture, Cellemetry
LLC, owned 60% by the Company and 40% by BellSouth Wireless, Inc.
Cellemetry(R)
Using Cellemetry(R) technology, remote radios can be polled, time-set to or
autonomously exchange information with application's central locations through
the cellular network. Information gathered is relayed to and from the customer's
designated site for collection or for response. Based on remote conditions,
control actions can be relayed as well. That means, for example, equipment can
be turned on or off remotely, switches and gates can be closed and pumps
triggered.
When used in combination with low-cost Global Positioning System (GPS)
applications, Cellemetry(R) radios can pinpoint the precise geographic location
of trucks, railroad cars, barges, containers or other movable assets and signal
control actions or operator response messages.
Cellemetry(R) Data Service is a patented technology of Cellemetry LLC.
Licensing agreements have been negotiated with cellular carriers throughout the
U.S. and Canada to make Cellemetry Services widely available. Licensing
agreements have also been negotiated with application developers to provide
Cellemetry(R) applications across urban, rural and industrial markets.
Cellemetry(R) Data Service is telemetry over the cellular telephone
network. It provides a means of sending short, telemetry-like messages over the
cellular telephone system in a manner that is virtually transparent to the
cellular operator.
Cellemetry(R) Service can enable messaging for many different businesses.
It can report alarm messages, utility meter readings, vehicle and trailer
location and vending machine status. It is unique because it uses the
underutilized portion of the cellular system, the overhead control channels, to
convey short - data messages. These control channels are used to transmit
necessary information for all call initiations (both incoming and outgoing)
between the cellular system and the cellular customer's equipment. The message
handling capacity of these control channels is far greater than is required by
the existing cellular system, even during the busiest times of the day.
The Service operates in the same manner in which roaming telephones operate
in the cellular system. A roaming cellular telephone is defined as a cellular
telephone operating in any system other than its home system. When a roamer
cellular telephone is turned on, it recognizes the fact that it is not
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in its home system and accordingly sends its Mobile Identification Number (MIN)
and its Electronic Serial Number (ESN) to the cellular system via one of the
control channels. The cellular system recognizes the roamer number and routes
the MIN and ESN to the roamer's home system for validation via a special network
which links all of the cellular systems together across the United States.
Cellemetry(R) radios respond exactly like roamer telephones except the MINs
are specially assigned so that the MIN and ESN are routed to the Cellemetry(R)
Service Bureau connected to the same intra-cellular network. The MIN serves to
identify the Cellemetry radio and the ESN is the data field which contains the
32 bit telemetry message.
The centralized Service Bureau processes, stores and routes the
Cellemetry(R) Service messages according to customer requirements. Some
applications may require immediate processing, as is the case with alarm
monitoring, while an application such as vending machine status may only need
the messages stored and transferred in a batch once a day.
The Uplink System
Uplink's system offers wireless alarm transport utilizing Cellemetry(R)
technology over existing analog cellular networks. Cellemetry(R) is a wireless
means of data transport that uses cellular overhead control channels and the
IS-41 network protocol to deliver short data messages. By using the excess
capacity in the cellular control channel, two way messaging can occur without
effecting the voice channels of the cellular network. Because Cellemetry(R)
utilizes the existing cellular network and inexpensive radio transmitters,
Cellemetry(R) applications can quickly and economically monitor and control
equipment at remote locations.
UPLINK assembles wireless alarm transmission equipment which is installed
at customer premises, administers and offers air time packages on a consistent
price basis and provides technical services that route alarm signals from the
cellular networks to any central station in the country, without requiring
modifications to the station's receiving equipment.
UPLINK believes its products and air time transport charges are
competitively priced. As a result of combining Cellemetry(R) technology with low
cost transmission equipment and routing technologies significant improvements in
security transport services are now available to the industry.
Cellemetry(R) and Derived Channel
Cellemetry(R) and Derived Channel, as security alarm transport
technologies, are complimentary. As a result, the technologies can be
implemented independently or collectively.
International Markets
Cellemetry(R) is presently available in Canada. It is the Company's
intention to offer Cellemetry(R) service in various international markets
through direct sales, partnerships and other channels of distribution.
Sales and Marketing
The Company markets its service directly to participating cellular carriers
who share in the recurring revenue generated from within their territories. The
service is also marketed directly to application providers who are offered
transport capability, and varying degrees of router services, radio
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development and other ongoing support services. A network operations center
provides customer support 24 hours a day, seven days a week.
Competition
The Company has one direct competitor for control channel technology -
Aeris Communication, Inc. which uses the service name Micro Burst.
Numerous indirect competitors are actively pursuing the short message
wireless data transport market. Principally, two-way paging, dedicated packet
radio, private radio, low earth orbit satellites and PCS.
The Company believes that its ubiquitous coverage, price points and system
performance will enable it to effectively compete for market share. Many of the
competitors have greater financial and other resources than the Company.
Research and Development
Cellemetry LLC continues to invest in improvements of its service
capability on an ongoing basis, through development of expanded service bureau
capabilities, further communications costs reductions, and additional
enhancements to application specific capabilities.
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BROADBAND COMMUNICATIONS
Industry Background
Historically, cable television systems operators (MSOs) have been the sole
providers of video delivery systems. Today, there are more than 10,000 separate
cable TV systems in the United States providing video delivery services to more
than 95% of the households in the United States. Internationally, the
availability of cable TV services varies greatly from country to country with
approximately 33% penetration in Western Europe and considerably less
availability in Asia, Latin America, and Eastern Europe. Much like international
telephone service, international cable TV has been highly regulated with a
limited number of operators in each country with very little competition.
The emergence of wireless cable, Direct Broadcast Satellite (DBS) systems
and other alternative video delivery systems has threatened the preeminence of
the MSOs in the home entertainment market. In addition, the Telecommunications
Act of 1996, which has substantially removed the legal barriers for telephone
companies in the United States to enter the video delivery market, has posed yet
another competitive threat to the MSOs.
As these competitive pressures have mounted in the United States, MSOs have
been forced to respond by upgrading or rebuilding their networks to provide more
advanced services such as interactive video, data services, Internet access, and
video-on-demand, while controlling their costs. The resulting network expansions
often involve the incorporation of digital fiber optic technology. At the same
time, in an effort to take advantage of the perceived opportunity, telephone
companies are upgrading traditional copper based local-loop technology, with
video and data communications capabilities comparable to fiber optic technology.
In contrast to the past, where consumers were generally limited to a single
source for video service and a single source for local telephone service,
consumers will increasingly be able to choose between two or more providers of
highly integrated services in the future.
In addition to the competitive landscape changes in the United States cable
TV and telephony markets, governmental initiatives and deregulation of overseas
communications markets have fostered growth and competition in many
international markets. Because of the early stage of development of many of
these markets and stringent system performance criteria established by
government regulators, the provision of cable TV service in many countries will
require significant investment in advanced video transmission equipment. Major
United States-based MSOs and operating telephone companies have seized this
opportunity to expand their international presence through partnerships, joint
ventures, and other initiatives.
One of the competitive responses of the MSOs has been the development and
introduction of private fiber optic networks. Private networks are defined as
being independent of the primary public subscriber network, and are sometimes
referred to as "Institutional or Intra Networks." These networks are typically
found in campus environments or are implemented for distance learning and video
conferencing applications. Users include large corporations, colleges,
universities, military, government, municipalities and medical institutions.
The Company believes its Broadband Communications Business Unit, BNI, is
well positioned to capitalize on the opportunities presented by the above
described set of market dynamics. Competition between MSOs and telephone
companies in the United States and in the international market is expected to
make the performance and reliability of transmission networks a critical
component of provider success. By positioning itself in the market as a provider
of fully integrated, value-added interactive
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video and data systems, including campus media retrieval and internet access,
the Company believes it has a significant advantage over other participants in
the market which tend to be product suppliers.
Broadband Networks, Inc.
BNI designs, develops, and markets complete system solutions for broadband
communications networks employed in cable television, high speed data, and other
communications applications. The Company generally manufactures the products
upon which its systems are based but also incorporates third party products
where appropriate.
Broadband transmission systems permit network operators to provide
additional channels of television programming as well as enhanced services that
include full motion interactive video, video-on-demand, video switching, data
networks, internet access, fax service and network management. The use of fiber
optics in the broadband transmission network provides improved signal quality
for long distance transmission, increased bandwidth, immunity to interfering
signals, and significant cost savings and reliability over coaxial cable-based
network technologies. BNI believes its systems enable the deployment of
sophisticated architectures generally at lower costs and with less hardware and
complexity than competing offerings.
BNI, as one of the pioneers in the design and development of products for
interactive video and LAN connectivity, has been involved in the developing
market for video-on-demand applications and internet access.
Products and Services
BNI has developed and continues to enhance its comprehensive line of
software and fiber optic transmission products which addresses a wide variety of
modern network requirements.
System Solution Services
BNI designs and implements systems utilizing BNI manufactured products and
products supplied by third parties. It also trains the end-users as an integral
aspect of providing complete system solutions. The Company believes the BNI
total system solution focus differentiates BNI from its competitors while
providing BNI with an additional source of profitable revenue. A recent example
of the total system solution focus is embodied in the BNI partnership with
Galaxy Cable which resulted in a winning bid for the implementation of a
distance learning network for the State of Nebraska. BNI provided the complete
system design, all of the necessary equipment, and system integration services
for a comprehensive set of offerings which include full motion video
conferencing, high speed data transfer, internet access and fax services to
twenty-four (K through 12 and college) locations.
EDCOMM(TM) System
EDCOMM(TM) is BNI's network management, scheduling and video switching
system for private network applications. EDCOMM(TM) is a software system which
supports user-friendly control of all network devices, including VCRs, cameras,
and switches, and permits the scheduling and conduct of video conferencing via a
handheld remote control device. The EDCOMM(TM) system incorporates BNI software,
both BNI and third party developed hardware, and is compatible with analog and
digital transmission networks. BNI believes EDCOMM(TM) is unique with respect to
its comprehensive functionality, ease of use, and compatibility with other
standard equipment, and that it facilitates the Company's ability to offer
complete systems solutions. EDCOMM(TM) does not require the creation of a
centralized network administration center - a requirement in other competitive
offerings.
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The following products are often included as part of BNI's integrated
system solution, but can also be sold on a stand alone basis.
TR1000 Series
TR1000 Series products enable bi-directional high quality full-motion video
and 10MB data transmissions over one or two single mode fiber strands. These
products are typically used on the inbound segment of an interactive network so
that one site can transmit a signal to a central point where all signals are
combined and retransmitted over the network.
CyberFiber
The CyberFiber 1000 fiber optic transmitter economically delivers two
bi-directional video and two data (10MB) signals over a single strand of fiber.
This product is designed for full motion video conferencing and high speed data
LAN or internet service.
The CyberFiber product was developed as a direct response to announcements
from many top MSOs regarding their plans to create "cyber" schools with high
speed links to the internet.
TR2000 Series
The TR2000 product line includes transmitters and receivers that can
deliver up to 110 channels per fiber over 750 MHz of bandwidth using high power
lasers. BNI's expertise with such lasers (both high power and low power) has
resulted in a comprehensive product line of transmitters and receivers which
allow for versatility and cost effectiveness in systems design.
TR3000 Series
The TR3000 product line provides FM multi-channel video and audio services
for up to 16 channels per fiber strand. These products are used in locations
that require high quality transmission of more than one inbound channel
simultaneously, or for long distance transmissions (greater than 26 kilometers).
BNI believes this product line to be more economical than comparable competitive
products and, as such, offers BNI an important price advantage in designing
regional interactive networks.
OEM
BNI has developed and manufactured products which have been sold under
another vendor's name. Examples of products produced under these circumstances
include ROB multiplexers and demultiplexers, RF broadband switches, and a
product that switches video channels from one transmission location to another.
Data Modems
BNI has developed several data modem products that have been incorporated
into EDCOMM(TM) and OEM product lines.
Sales and Marketing
BNI markets its products and services directly and through a combination of
manufacturers' representatives, system integrators, and value added resellers.
The Company believes it will be necessary to expand its sales and marketing
efforts in the future to remain competitive and to take advantage of market
opportunities.
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Key Customer Relationships
MSOs. BNI has established relationships with a number of MSOs which were
initially based in the private network segment of the MSOs respective
businesses. MSOs have generally looked to these private networks as a means of
augmenting and extending their public networks, and as a source of new revenues
in the increasingly competitive environment.
Telephone Companies. Operating Telephone Companies compete with cable
operators for the delivery of distance learning and other private network
services. BNI has successfully provided product to several RBOCs and hopes to
replicate these efforts in other areas.
Systems Integrators. BNI has developed relationships with a number of
traditional systems integrators under which BNI has provided system design
services and has assisted with the installation. The Company believes that
systems integrators provide a viable avenue to the market and intends to
continue to expand its efforts in this area.
International Markets
To date BNI's activity outside the United States has been minimal. However,
the Company believes there is an opportunity to leverage its developing
reputation as a supplier of high performance and reliable system solutions in
the international arena. Accordingly, future marketing and sales efforts may
include selected international markets.
Competition
The market for broadband transmission equipment has been characterized by
rapid technological change. The principle competitive factors in this market
include product performance, reliability, price, breadth of product line, sales
and distribution capability, technical support and service, customer relations,
and general industry and economic conditions. The ability to provide complete
systems solutions including system integration, network management capabilities,
and the expertise to migrate existing systems to more complete broadband
networks, have also become critically important vendor selection criteria in
recent years.
BNI's primary competition is the Grass Valley Group, which provides a high
speed/high capacity (DS-3) distance learning solution used by a number of
telephone companies because it utilizes the public network. Other competitors
include manufacturers of fiber transmission equipment who offer comparable
products but do not provide a complete system solution, including software. Many
of the competitors have greater financial and other resources than the Company.
Research and Development
BNI plans to continue to devote a substantial portion of its resources to
the research and development function. In the near term, BNI will continue to
enhance its EDCOMM(TM) system, expand its data product offerings to include high
speed fiber transceivers, and introduce a version of EDCOMM(TM) which will be
capable of retrieving media in a campus environment. BNI is also developing a
sophisticated digital service offering for certain markets.
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DERIVED CHANNEL SYSTEM
Industry Background
As a result of technological advances in the telecommunications industry,
telephone companies are able to broaden their product portfolios by offering
enhanced services to their customers. Many of these new services, such as call
waiting, call forwarding, voice mail and security monitoring services, are being
offered by telephone companies to customers on a fee basis across substantial
portions of their user base. The Company believes that the add-on services which
can be offered using existing equipment on an overlay basis without requiring
additional telephone line construction may be of some interest to telephone
companies and their customers. In addition, the Company believes that telephone
companies can be attracted to niche technologies, such as the Company's Derived
Channel System, that offer a cost effective solution for applications that
typically require dedicated lines, thereby providing a more productive use of
the existing telephone network.
At the same time, the Company believes that people all over the world are
becoming more security conscious, and that these concerns have increased the
demand for security systems. Additionally, in recent years, more sophisticated
methods have been used to defeat security systems that use a telephone line to
signal an alarm. Intruders are increasingly cutting telephone lines and
disabling other parts of security systems. Under these circumstances, many
security systems are compromised, thereby providing the intruder undetected
access to the premises. In an effort to better manage the underwriting risks,
insurance companies, particularly in the United Kingdom, have required
commercial and high-end residential customers to incorporate security systems
meeting certain specifications, such as a line interruption detection
capability, as a condition of providing lower cost insurance. Consequently, more
sophisticated alarm systems are being utilized, including wireless
communications devices, dedicated lines and the Company's Derived Channel
System.
Technology
The Company's patented technology creates a "derived channel" on an
existing telephone line by using an inaudible frequency below the voice
communications spectrum for data transmission. The derived channel technology
uses this inaudible or low tone frequency to transmit monitoring information
between a microprocessor at the user's protected premises and a microprocessor
located at the telephone company's central office. The Derived Channel System
operates over a regular voice telephone line whether or not the telephone is in
use and does not interfere with a voice telephone call. In addition, the low
tone signal can be encrypted for additional security. The Derived Channel System
is a two-way communication system that continuously monitors the integrity of a
user's telephone line and security system.
The Company believes that its Derived Channel System differs from most
other technologies in three meaningful ways: (1) the Derived Channel System
operates over existing telephone lines, thereby sparing the telephone company
the cost of additional line installation and system overhead, and eliminating
the need for costly dedicated line service to the telephone customer; (2) the
Derived Channel System communicates by means of a continuous and inaudible
signal, which can be encrypted, and is transmitted even while the telephone is
otherwise in use; and (3) telephone line integrity and security system operation
are automatically monitored at frequent intervals through polling generated by
the network equipment located at the telephone company's central office and
continuous signaling
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originating at the protected premises, thereby providing protection and prompt
reporting of line disruptions, telephone system outages or alarm conditions.
The Company believes that the Derived Channel System represents a marked
improvement over the most common monitored alarm signaling system, which is an
automatic dialer (also know as a digital communicator). These devices are
reactive by nature. When an intrusion is detected, an automatic dialer attempts
to seize the subscriber's telephone line and dial the number of the alarm
monitoring company to report the intrusion. Generally, in the event the
telephone line is in use or has been cut, a standard automatic dialer will be
unable to report the alarm condition. Unlike the standard automatic dialer, the
Derived Channel System is proactive. As such, it continuously monitors line and
system's integrity, and automatically reports any line disruption or failure to
the alarm monitoring company. The Derived Channel works whether or not the
telephone line is otherwise engaged.
Products
The Company's Derived Channel System permits the implementation of a secure
alarm reporting service using existing telephone lines. The Derived Channel
System links the protected premises, message switch software, and the customer's
alarm monitoring company utilizing standard telephone lines. The Derived Channel
System consists of:
The Message Switch. The Message Switch is comprised of two minicomputers
(for redundancy purposes) which house the Company's switching software. This
software is designed to identify and transmit information to the appropriate
alarm monitoring company following receipt of an alarm signal from a Scanner.
The Company typically sells or licenses the switching software while the
minicomputers are independently manufactured and can be purchased directly or
through the Company.
The Scanner. The Scanner is a pair of microprocessors situated in a
telephone company's central office which monitors multiple Subscriber Terminal
Units (STU) and transmits alarm conditions to a message switch. The Scanner
interrogates or polls each STU, at proscribed intervals, using the subscriber's
standard telephone line. The response to the poll indicates that the system is
functioning properly or that an alarm condition exists. When an alarm condition
is detected, the Scanner transmits the appropriate information to the Message
Switch for routing to the designated alarm monitoring company. Scanners have
historically been sold to telephone companies for installation in secure
locations within the central office.
Subscriber Terminal Unit (STU). The STU is a single printed circuit board
containing a microprocessor, signal recognition circuits, and terminals for
multiple alarm inputs. The STU is located on the protected premises and connects
the subscriber's alarm panel to the Scanner using the customer's telephone line.
The STU continuously communicates with the Scanner to indicate that the
telephone line and the STU are working properly, and to transmit alarm signals
as they are generated. The Company sells STUs to alarm system distributors and
installers for resale to owners of the protected premises.
The Company's Derived Channel System operates continuously even while the
telephone line is engaged. In the event telephone service is interrupted or the
STU malfunctions, the Scanner transmits a message via the Message Switch to the
alarm company to advise that an out-of-service condition exists, allowing the
monitoring company to take appropriate action.
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Sales and Marketing
In marketing its Derived Channel System, the Company has historically sold
networking equipment (Message Switches and Scanners) to telephone companies for
installation on telephone company premises, and has concentrated its marketing
efforts on major telephone companies in the United Kingdom, the United States,
and Australia. Prior to 1994, at which time the Company completed its
acquisition of the Derived Channel business, several telephone companies
installed and continue to have Derived Channel Systems operating, including
British Telecom, four of the five Regional Bell Operating Companies in the
United States, and Telstra Australia.
Once a Derived Channel System has been installed, the Company typically
markets customer premises equipment (STUs) directly to alarm system distributors
and installers. Historically, the Company has depended upon telephone companies
and alarm system distributors and installers to market the Derived Channel
System alarm reporting service. In the future, the Company intends to provide a
level of marketing support to telephone companies and alarm system distributors,
and to seek more comprehensive associations with telephone companies to enable
the Company to market Derived Channel security alarm transport directly to the
industry in an effort to capture a share of the recurring revenue generated by
the applications.
Set forth below is a summary of telephone companies with Derived Channel
Systems deployed and the Company's estimate of the installed STU base.
Derived Channel Technology Deployed
Telephone Company Estimated STU Base
- --------------------------------------------- --------------------------
Ameritech Manitoba Tel Australia 25,000
Bell Atlantic/Nynex Pacific Telesis North America 60,000
BellSouth Telstra Australia United Kingdom 270,000
British Telecom US West
GTE Corporation
The United Kingdom Security Market for the Derived Channel System
The Company's largest customer, British Telecom, has been successful in
implementing the Company's Derived Channel System by offering an enhanced alarm
reporting service known as RedCARE through its telephone network in the United
Kingdom. The Company believes that the RedCARE service is now available to more
than 98% of the potential commercial subscribers served by British Telecom.
The Company believes there are approximately 2.7 million alarm systems
installed in the United Kingdom. Of these, the Company believes approximately
700,000 are monitored alarm systems. Of the 700,000 monitored alarm systems, the
Company believes approximately 270,000 utilize British Telecom's RedCARE
service. With service already provided to an estimated 38% of the monitored
alarm market, the Company believes sales in the United Kingdom will grow at a
slower rate in the future. The Company believes additional growth potential in
the United Kingdom exists in areas such as fire alarm reporting and other
telemetry applications. However, there can be no assurances that British Telecom
will pursue these opportunities.
The Company has had a long standing relationship with British Telecom.
British Telecom purchases Message Switches and Scanners from the Company to
expand its RedCARE alarm reporting service. The
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Company is a party to an agreement with British Telecom that establishes the
terms of purchase for Derived Channel System network equipment. Under the
agreement British Telecom is required to provide a rolling forecast of the
quantity of network equipment likely to be ordered during specific periods, but
is not required to order any minimum amount of such equipment. This agreement
expires in August 1999. A prior agreement with British Telecom has also been
extended to cover certain additional network equipment.
Direct sales to British Telecom for the fiscal years ended October 31, 1998
and 1997, were approximately (pound)2.9 million in each year. Direct sales to
British Telecom accounted for approximately 19.4% and 16.4% of the Company's net
sales for the fiscal years ended October 31, 1998 and 1997, respectively.
British Telecom is the primary marketer of RedCARE service to its
customers. In addition, several major insurance companies in the United Kingdom
have required the use of an alarm reporting service, such as the RedCARE system,
that can detect telephone line disruption, as a condition of policy renewal. As
a result, the Company has not engaged in extensive marketing efforts in the
United Kingdom. Accordingly, the Company has been dependent upon the sales
efforts of British Telecom to attract RedCARE subscribers and the resulting
network equipment and STU sales. Approximately 49.5% of Derived Channel Systems
sales over the last four fiscal years represented sales to British Telecom. STU
sales to alarm systems distributors and installers for use with the RedCARE
system and all sales in the United States by DCX Systems accounted for
substantially all of the balance.
The United States Security Market for the Derived Channel System
The Company believes the United States market represents an opportunity for
its Derived Channel System for use in alarm reporting services and other
applications. According to industry sources as of December 1997, more than 24
million alarm systems have been installed in the United States, more than 50% of
which are monitored systems.
Through its current relationships with Ameritech, Bell Atlantic/NYNEX,
BellSouth, GTE, Pacific Telesis, and U.S. West, Derived Channel Systems have
been installed which now support approximately 60,000 subscribers. The Company
intends to continue working with these Operating Companies, and alarm systems
distributors and installers in the United States for the purposes of maintaining
the existing Derived Channel Systems and increasing the number of subscribers.
The Company is also developing a presence in the private market sector (non
publicly-switched traffic) serving customers who have control and ownership of
their own telephone facilities (i.e. governmental/military and educational).
This market needs smaller systems and has fewer connection points than the
systems which have been marketed to the major telephone companies.
Other Markets for the Derived Channel System
The Company has been involved in trial activities for its Derived Channel
System in Canada and has experienced some difficulties. In addition, the market
which the Company had anticipated in Argentina has been slow to develop.
The Company has scaled back its expectations in both of these markets and,
as a result, has written off certain assets related to transactions in Canada
and Argentina. The Company is continuing to pursue business arrangements in
these and other international markets, but no assurances can be given that these
efforts will be successful.
20
<PAGE>
Competition
Because of its proprietary nature, management believes that the Company is
the only provider of Derived Channel System products. The Company's principal
competition in the commercial security market consists of alternative methods of
monitoring line integrity, such as dedicated telephone line service. Although
security systems using a dedicated telephone line are considered reliable, they
are a more expensive alternative to the Company's Derived Channel System. The
Company believes that Derived Channel represents, from a price performance
perspective, the most secure and most reliable form of primary alarm data
transport.
While the automatic dialer typically used in an alarm system is less
expensive than the Company's STU, it lacks the ability to communicate when the
telephone line is cut or becomes inoperable. It cannot communicate the existence
of a line problem to an alarm monitoring center and most cannot be polled to
determine the status of the alarm system. In those security applications where
communications integrity and constant monitoring are important, the Company
believes that its Derived Channel System competes effectively both in terms of
price and performance.
Research and Development
The Company historically has contracted with third parties to conduct,
under the Company's supervision, research and development projects related to
the Derived Channel System. The Company anticipates that an increase in future
research and development expenditures will be necessary to remain competitive in
the rapidly changing telecommunications industry and that more development work
will be done in-house.
Link Guard. The Company recently completed work on the development of a
means (referred to as Link Guard) of reducing the number of dedicated circuits
required by a Derived Channel Systems services provider to connect deployed
Scanners to a related Message Switch. This project can materially reduce the
operating costs associated with managing a Derived Channel network.
Serial Data. Traditional alarm systems communicate data in zoned formats.
The Company believes the next generation of alarm systems, and other
applications, will require data to be transmitted in serial formats.
Accordingly, the Company has been adapting all aspects of the Derived Channel
System to accept serial data transmissions in the future.
21
<PAGE>
NETWORK MANAGEMENT PRODUCTS
The Company entered the network management products business in July 1994
with its acquisition of Digilog. Digilog historically designed, manufactured and
marketed products used to test and monitor the performance of data and voice
communication networks. During fiscal 1996, the Company discontinued a number of
under-performing products in this area to focus on NAMS, the Company's
network/fault management product line.
Industry Background
With the development of smaller and more powerful computers, companies are
becoming increasingly reliant upon networks consisting of multiple personal
computers and work stations, each of which is capable of processing data and
sharing information with other users on the network. Many companies link
computer equipment by means of local area networks or "LANs" or wide area
networks or "WANs." At the same time, to realize greater efficiencies, the
management and maintenance of computer networks has become increasingly
centralized even though the networks may be global in scope. The increased
complexity of networks has created a need for cost-effective network management
software and hardware which can assist companies in the operation of their
networks to minimize network failures and improve efficiency. A network
administrator, typically located at a central site, must be able to effectively
pinpoint a network problem and take appropriate action to keep the network
operating efficiently. The Company offers solutions to these network analysis
and fault management requirements.
Products
The Company's principal network management products monitor and perform
tests to determine whether data and protocols are being accurately transmitted
and received over WANs. This particular product allows multiple network
administrators remote access to a widely dispersed network from a central
control site. The Company's products are sold either on a stand alone basis or
as integrated systems.
Network Analysis and Management System (NAMS). The Company's network
management system, is a network overlay that enables a user to monitor the
continuous operation of a WAN from a central control site. The system provides
prompt alarm notification of network failure or degradation, automatic
activation of backup devices or facilities upon failure detection and a means to
accurately identify defective network components. Because WANs often contain
system components from a variety of vendors, NAMS is designed to function with a
variety of manufacturers' products.
Sales and Marketing
The Company provides its network management products and services to
certain Regional Bell Operating Companies and certain private network operators.
NAMS products are sold by the Company's technically trained direct sales force
which works with customers to determine the optimal testing solution for their
particular network. This initial sales effort usually involves customization of
the NAMS system to match the customer's network design. Considerable technical
support is provided to NAMS users over an extended period of time. The Company
provides training, help desk, installation and project management services to
its customers. For those selling efforts which involve applications of WAN test
products and NAMs as integrated systems, the Company's direct sales force works
in conjunction with the independent sales representatives to facilitate the
sale.
22
<PAGE>
The Company, in its network management products business, is focusing on
the complex test and analysis needs of emerging large scale public and private
data and voice communication networks. The Company believes that operations of
complex telecommunication networks are migrating to a centralized network
management systems architecture which requires permanently installed test and
analysis products, such as those offered by the Company.
Competition
The network management products market is highly competitive and is
comprised primarily of providers of either test equipment and software or
providers of intelligent network equipment that come with self-diagnostic
capability. Many of the Company's competitors have substantially greater
resources than the Company. The Company believes that it is unique among vendors
in that it has a long history of being a provider of both diagnostic equipment
and testing systems. The Company also believes that its ability to successfully
integrate both of these technologies enables it to compete effectively in this
marketplace.
GENERAL
Product Warranty and Service
The Company provides customers with limited one-year warranties on its
scanners and message switch software. In addition, under the terms of the
contract with British Telecom, the Company has agreed to maintain and support
its scanners for a period of up to ten years after the expiration of the
warranty period on a time and materials basis. STUs are typically sold with a
one or two year labor and materials warranty. The Company provides a one-year
warranty on all network management products. In addition, a "help desk" and
training support is offered to all users of network management products. BNI
provides a one-year parts and labor warranty on stand alone products and a
two-year parts and labor warranty on large scale EDCOMM(TM) system. UPLINK and
Cellemetry LLC provide three-year parts and labor warranties on all wireless
radios. To date, the cost to the Company of its warranty program has not been
material.
License Agreements
The Company has granted a license to Radionics, Inc. ("Radionics"), an
alarm manufacturer/distributor. The license generally permits the licensee to
make, use and sell within prescribed territories, certain products used in the
Derived Channel System. The Radionics agreement provides a non-exclusive license
to sell STUs in the United States and Canada. The license agreement has been
extended to December 31, 1999, and is subject to possible extension thereafter.
Under the license agreement, the Company indemnifies the licensee for certain
circumstances, including allegations of patent infringement. Royalty payments
from these licenses have not been material nor does the Company expect material
royalty payments in the future. In addition, the Company has granted to British
Telecom a non-exclusive, non-transferable and irrevocable license in the United
Kingdom for developed software. Bronzebase, a subsidiary of the Company, is
party to a technology license with Detection Systems, Inc. ("DSI") dated May 7,
1997. Pursuant to the technology license agreement DSI may manufacture STUs,
import STUs into the defined territory (United Kingdom and Ireland) and supply
and offer to supply STUs manufactured by or on behalf of DSI within the
territory. During the initial five year term Bronzebase shall not grant a
license equivalent to the subject license within the territory, provided certain
performance criteria are satisfied. However this does not otherwise restrict
Bronzebase from engaging in the licensed activities. Certain indemnifications
are also provided by the licensee and licensor. See "Item 1. Business - Sales
and Marketing."
23
<PAGE>
Intellectual Property
The Company holds patents covering primary derived channel technology used
by the Company in systems installed in the United Kingdom, the United States and
various foreign countries. The United Kingdom patent expires October 2002 and
the United States patent expires December 2001. In addition, the Company holds
other patents relating to the Derived Channel System in certain of the foregoing
jurisdictions. The Company also holds patents covering its Cellemetry related
technology in the United States and various foreign countries, which primarily
cover the delivery of the Cellemetry(R) wireless data transport service. These
patents expire between 2007 and 2016. The Company through Cellemetry LLC,
licenses certain cellemetry related technologies under licenses with BellSouth
Corporation. The Company also owns other intellectual property relating to its
products. It is the Company's practice to apply for patents as new products or
processes suitable for patent protection are developed. No assurance can be
given as to the scope of the patent protection.
The Company believes that the rapid technological developments in the
telecommunications industry may limit the protection afforded by patents.
Accordingly, the Company believes that its success will also be dependent upon
its manufacturing, engineering and marketing know-how and the quality and
economic value of its products.
The marks STU(Registered) Subscriber Terminal Unit(Registered), and
Cellemetry(Registered) are registered trademarks of the Company. The Company
believes that no individual trademark or trade name is material to the Company's
competitive position in the industry.
Employees
The Company currently employs 121 employees (of which 38 are based in the
United Kingdom and 83 in the United States), consisting of 48 in manufacturing
and customer service, 18 in sales and marketing, 33 in engineering and 22 in
management and administration. None of the Company's employees is represented by
a union. The Company believes that its relationship with its employees is
satisfactory.
Regulation
The Company's products are subject to a variety of standards and
certification requirements applicable to products connected to public telephone
networks in the countries in which it conducts business. For example, in the
United Kingdom, any product that is intended to be connected to the public
switched telephone network requires compliance with certain British standards
and must be approved by the British Approval Board for Telecommunications
("BABT"). Currently, each of the Company's products that requires BABT approval
has received such approval. There are new European Union regulations on
electromagnetic compatibility which took effect in January 1996. The Company's
European wireline products comply with such European Union regulations.
Additionally, it is expected that the European Union will issue compliance
standards for telecommunications equipment in the future.
The provision of enhanced telecommunications services in the United States
by telephone companies is subject to regulations promulgated by the Federal
Communications Commission (the "FCC") and to restrictions imposed by the United
States District Court for the District of Columbia in its decree divesting the
Bell companies from AT&T Corporation. These regulations and restrictions have
not resulted in any significant impediments to the provision of alarm reporting
services by telephone companies using derived channel technology or for the
delivery of wireless data signals using the Cellemetry(R) network. In addition,
the Company's products, such as STUs, Uplink radios and certain BNI products
require certification from the FCC for compliance with standards designed to
prevent damage to the telephone network and to restrict radio frequency
interference. The Company's products currently used in the United States which
are subject to these requirements have received all required certifications.
24
<PAGE>
However, anticipated design changes to products sold in the United States will
require compliance testing and certification.
In addition, in the United States, the Company's products require
certification from Underwriters Laboratories in order to serve monitoring
applications with higher levels of insurance risk. Certain products of BNI also
require certification from Underwriters Laboratories. The Company has obtained
Underwriters Laboratories certifications for all products currently marketed in
the United States and expects that future certifications will be obtained in the
ordinary course of business.
Regulations similar to the above may exist in other countries. In the event
that the Company did not comply with any such regulations, or if the Company's
current or future products did not meet various regulatory standards or receive
and maintain all required certifications, the Company's business could be
adversely affected.
25
<PAGE>
Item 2. Properties.
All of the Company's facilities are leased. Set forth below is certain
information with respect to the Company's leased facilities:
<TABLE>
<CAPTION>
Location Principal Business Square Footage Lease Term
- -------- ------------------ -------------- ----------
<S> <C> <C> <C>
Farnborough, England Derived Channel System 14,000 2006(1)
Willow Grove, Network Management 10,000 2000
Pennsylvania Products and Derived
Channel System
State College, Broadband Technologies 13,845 2000
Pennsylvania
West Conshohocken Executive Office (2) 2,815 2002
Pennsylvania
Atlanta, Georgia Wireless Products 14,027 2003
and Principal Executive Office
Atlanta, Georgia Wireless Products 12,268 2002
</TABLE>
- -----------------
(1) Assumes the exercise of any renewal options.
(2) Executive office prior to relocation to Atlanta.
The Company conducts manufacturing, sales and marketing, engineering and
administrative activities at many of these locations. The Company's total annual
rent expense for the year ended October 31, 1998 was approximately
(pound)377,000. The Company believes that its existing facilities are adequate
for its current needs. As the Company grows and expands into new markets and
develops additional products, it will require additional space which the Company
believes will be available at reasonable rates.
The Company engages in limited manufacturing for certain Derived Channel
System network equipment and STUs and certain broadband communications products
and final equipment assembly and testing for certain of the Company's products.
The Company also uses contract manufacturers located near its facilities for
production, sub-assembly and final assembly of certain products. The Company
believes there are other manufacturers that could perform this work on
comparable terms.
The semi conductors, microprocessors and other components used in the
Company's products are obtained from various suppliers and manufacturers, some
of which are the sole source of such component.
Item 3. Legal Proceedings.
From time to time, the Company is involved in routine legal proceedings in
the normal course of its business. The Company believes that no currently
pending legal proceeding will have a materially adverse effect on the financial
condition or results of operations of the Company.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
26
<PAGE>
Item 4.1 Certain Executive Officers and Key Employees of the Registrant.
Set forth below is certain information concerning the executive officers
and key employees of the Company who are not also directors.
Name Age Position
Charles L. McNew..... 46 Vice President, Chief Operating Officer and
Chief Financial Officer
Charles L. McNew has been Vice President and Chief Financial Officer of the
Company since July 1994 and has been Chief Operating Officer since July, 1998.
Mr. McNew served as Vice President -- Finance, Chief Financial Officer and
Treasurer of InterDigital Communications Corporation, a company engaged in the
development of advanced digital wireless telecommunications systems, from June
1993 to July 1994. From March 1990 to May 1993, Mr. McNew served as the Chief
Financial Officer of International Computaprint Corporation, a company engaged
in electronic publishing. From 1982 to 1990, Mr. McNew held various positions
with the Digilog Division of CXR Telecom Corporation, or its predecessor, most
recently as Vice President and Chief Financial Officer.
PART II
Item 5. Market for the Registrant's Common Stock and Related Shareholder
Matters.
During fiscal 1996 three quarterly cash dividends on its Common Stock of
$.05 per share each were declared and paid. In September 1996, the Board of
Directors discontinued this cash dividend. In deciding whether or not to declare
or pay dividends in the future, the Board of Directors will consider all
relevant factors, including the Company's earnings, financial condition and
working capital, capital expenditure requirements, any restrictions contained in
loan agreements and market factors and conditions.
The Operating Agreement between the Company and BellSouth Wireless, Inc.
provides for certain restrictions on distributions by Cellemetry LLC.
The Company's Common Stock is included in the Nasdaq National Market under
the symbol "NMRX." The following table sets forth, for the fiscal quarters
indicated, the high and low sales prices per share for the Common Stock on the
Nasdaq National Market for the applicable periods.
Fiscal 1998 High Low
- ----------- ---- ---
First Quarter (November 1, 1997 to January 31, 1998) $ 7.50 $ 5.69
Second Quarter (February 1, 1998 to April 30, 1998) 7.38 5.13
Third Quarter (May 1, 1998 to July 31, 1998) 6.88 4.13
Fourth Quarter (August 1, 1998 to October 31, 1998) 4.38 2.56
Fiscal 1997 High Low
- ----------- ---- ---
First Quarter (November 1, 1996 to January 31, 1997) $ 4.75 $ 3.39
Second Quarter (February 1, 1997 to April 30, 1997) 5.13 3.65
Third Quarter (May 1, 1997 to July 31, 1997) 6.80 4.06
Fourth Quarter (August 1, 1997 to October 31, 1997) 9.25 6.50
27
<PAGE>
As of January 15, 1999 there were 62 shareholders of record of the
Company's Common Stock which include shares held in street name by brokers or
nominees.
Recent Sales of Unregistered Securities
In September, 1998, the Company entered into an engagement letter with
Raymond James & Associates ("Raymond James"), whereby Raymond James agreed to
provide certain investment banking services to the Company. As part of the
consideration, the Company issued to Raymond James a warrant to purchase 100,000
shares of class A common stock at an exercise price of $2.75, per share. The
term of the warrants is five years. These warrants were issued pursuant to an
exemption from registration pursuant to Section 4(2) under the Securities Act of
1933.
Item 6. Selected Financial Data.
Incorporated by reference from page 4 of the Company's 1998 Annual Report
to Shareholders, pursuant to General Instruction G(2) to Form 10-K.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Incorporated by reference from pages 5-13 of the Company's 1998 Annual
Report to Shareholders to be filed pursuant to General Instruction G(2) to Form
10-K.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
N/A
Item 8. Financial Statements and Supplementary Data.
The Financial Statements and Supplementary Data of the Company required by
this Item are set forth at the pages indicated at Item 14(a).
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
28
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant.
Incorporated by reference from the Company's Proxy Statement relating to
the 1999 Annual Meeting of Shareholders to be filed pursuant to General
Instruction G(3) to Form 10-K, except information concerning certain executive
officers of the Company which is set forth in Item 4.1 hereof.
Item 11. Executive Compensation.
Incorporated by reference from the Company's Proxy Statement relating to
the 1999 Annual Meeting of Shareholders to be filed pursuant to General
Instruction G(3) to Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Incorporated by reference from the Company's Proxy Statement relating to
the 1999 Annual Meeting of Shareholders to be filed pursuant to General
Instruction G(3) to Form 10-K.
Item 13. Certain Relationships and Related Transactions.
Incorporated by reference from the Company's Proxy Statement relating to
the 1999 Annual Meeting of Shareholders to be filed pursuant to General
Instruction G(3) to Form 10-K.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) Documents filed as part of this report:
1. Consolidated Financial Statements. The following financial
statements and the notes thereto of the Company are attached hereto beginning on
page F-1.
Consolidated Financial Statements of the Company
Independent Auditors' Report
Consolidated Balance Sheets at October 31, 1998 and 1997
Consolidated Statements of Operations for the years ended October 31,
1998, 1997 and 1996
Consolidated Statements of Shareholders' Equity for the years ended
October 31, 1998, 1997 and 1996
Consolidated Statements of Cash Flows for the years ended October 31,
1998, 1997 and 1996
Notes to Consolidated Financial Statements
29
<PAGE>
2. Financial Statement Schedules
Schedule I - Condensed financial information of registrant
(parent company only)
Schedule II - Valuation and qualifying accounts
3. List of Exhibits filed pursuant to Item 601 of Regulation S-K. The
following exhibits are incorporated by reference herein, or are being filed
herewith:
2.1(1) Agreement of Stock Exchange dated November 3, 1993 among the
stockholders of Bronzebase and NumereX
2.2(6) Agreement and Plan of Merger dated as of March 8, 1994
between NumereX Corp., a New York corporation, and NumereX
Corp., a Pennsylvania corporation
2.3(2) Intentionally Left Blank
2.4(3) Asset Purchase Agreement dated July 20, 1994 among CXR
Corporation, CXR Telecom Corporation and the Company related
to the purchase of certain assets of the Digilog division
2.5(4) Asset Purchase Agreement dated November 30, 1994 between
Versus Technology Inc. and the Company
2.6(10) Securities Purchase Agreement among NumereX Corp., Broadband
Networks, Inc. and the Shareholders of Broadband Networks,
Inc. dated February 21, 1997
2.7(9) Shareholders' Agreement among Broadband Networks, Inc.,
NumereX Corp. and the Shareholders of Broadband Networks,
Inc. dated February 21, 1997
2.8(9) Stock Purchase Agreement between Detection Systems, Inc. and
NumereX Corp., dated May 7, 1997
2.9(9) Stock Purchase Agreement among NumereX Corp., Uplink
Security, Inc. and certain shareholders of UPLINK Security,
Inc., dated July 16, 1997
2.10(9) Shareholders' Agreement among Uplink Security, Inc., NumereX
Corp., and certain shareholders of UPLINK Security, Inc.
dated July 16, 1997
2.11(9) Loan and Security Agreement between NumereX Corp. and UPLINK
Security, Inc. dated July 16, 1997.
3.1(7) Amended and Restated Articles of Incorporation of the
Company, as amended
3.2(7) Bylaws of the Company
10.1(1) Purchase Agreement between Versus Technology U.K. and
Bronzebase Limited dated July 13, 1992
10.2(1) Employment Agreement between Kenneth F. Manser and Versus
Technology U.K. (Management Compensation Contract)
30
<PAGE>
10.4(7) Amendment to License Agreement between Base Ten Systems,
Inc. and Radionics, dated February 28, 1989
10.5(1) Assignment and Assumption Agreement between Versus
Technology, Incorporated and Bronzebase, dated August 19,
1993 regarding Radionics
10.6(1) Agreement between British Telecom, Base Ten Systems Limited,
Versus Technology U.K., Versus Technology, Incorporated and
Base Ten Systems Inc. dated December 17, 1990 regarding
Telecom RedCARE Network
10.7(7) Agreement between British Telecom and Versus Technology U.K.
dated September 26, 1995 relating to the supply of RedCARE
system products (certain confidential information contained
in this Agreement was omitted pursuant to Rule 24b-2 and was
filed separately with the Securities and Exchange
Commission)
10.8(1) Versus Technology U.K. Pension and Death Benefit Scheme
(Management Compensation Plan)
10.9(7) The Numerex Corp. Savings and Profit Sharing Plan -- Summary
Plan Description (Management Compensation Plan)
10.10(8) Amended and Restated 1994 Employee Stock Option Plan
(Management Compensation Plan)
10.11(6) Amended and Restated Stock Option Plan for Non-Employee
Directors (Management Compensation Plan)
10.12(2) Registration Agreement between the Company and Dominion
dated July 13, 1992
10.14(6) Letter Agreement between the Company and Dominion (now
Gwynedd) dated October 25, 1994 re: designation of director
10.15(8) Employment Agreement between the Company and John J. Reis,
as amended (Management Compensation Contract)
10.16(7) Agreement for the Provision of Software and Services between
British Telecom and Versus Technology U.K. dated September
7, 1995
10.17(7) Office Space Lease Agreement between the Company and LBA
Associates dated May 31, 1995.
10.18(8) Severance Agreement between the Company and Frederick C.
Shay (Management Compensation Contract)
10.19 Employment Agreement between the Company and Charles L.
McNew dated July 15, 1998 (Management Compensation Contract)
10.20 Incentive Compensation Program for fiscal 1999. (Management
Compensation Plan)
31
<PAGE>
10.21(8) Letter Amendment dated September 24, 1996 to Agreement
between British Telecom and Versus Technology U.K. dated
September 26, 1995
10.22(8) Agreement between Dominion and the Company relating to
CellTel Data Services, Inc., dated October 15, 1996
10.23(9) Loan Agreement, dated February 12, 1997, between NumereX
Corp. and certain of its United States subsidiaries, and PNC
Bank, National Association, regarding $10,000,000
Convertible Line of Credit as amended on July 1, 1997
10.24(9) Technology License between Bronzebase Limited and Detection
Systems, Inc., dated May 7, 1997
10.25(9) Agreement between British Telecom and Versus Technology U.K.
dated August 7, 1997 relating to the supply of RedCARE
system products (certain confidential information contained
in this Agreement was omitted pursuant to Rule 24b-2 and was
filed separately with the Securities and Exchange
Commission)
10.26 Consulting Agreement between the Company and John J. Reis
dated July 7, 1998 (Management Compensation)
10.27(12) Formation Agreement among NumereX Corp., BellSouth Wireless,
Inc. and BellSouth Corporation dated February 25, 1998.
10.28(13) Operating Agreement between NumereX Corp. and BellSouth
Wireless, Inc. dated May 15, 1998.
11 Computation of Earnings per share
13 Pursuant to Note 2 of Instruction G(2) to Form 10-K, in
response to Item 6. Selected Financial Data, "Selected
Consolidated Financial Data" set forth on page 10 of the
Company's 1998 Annual Report to Shareholders, and in
response to Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations, "Management's
Discussion and Analysis of Financial Condition and Results
of Operations" set forth on pages - of the Company's 1998
Annual Report to Shareholders are being filed in electronic
format. No other sections of the Company's 1998 Annual
Report to Shareholders shall be deemed "filed" as part of
this filing
21 Subsidiaries of NumereX Corp.
23 Consent of Deloitte & Touche LLP
27 Financial Data Schedule (electronic filing only)
32
<PAGE>
- ------------------
(1) Incorporated by reference to the Exhibits filed with the Company's Form
10 Registration Statement and Amendments No. 1 and No. 2 thereto (File
No. 0-22920)
(2) Incorporated by reference to the Exhibit filed with the Company's Current
Report on Form 8-K filed with the Securities and Exchange Commission on
July 20, 1994 (File No. 0-22920)
(3) Incorporated by reference to the Exhibits filed with the Company's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on July 25, 1994 (File No. 0-22920)
(4) Incorporated by reference to the Exhibits filed with the Company's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 6, 1994 (File No. 0-22920)
(5) Incorporated by reference to the Exhibits filed with the Company's Annual
Report on Form 10-K filed with the Securities and Exchange Commission for
the year ended October 31, 1994 (File No. 0-22920)
(6) Incorporated by reference to the Exhibits filed with the Company's
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission (File No. 33-89794)
(7) Incorporated by reference to the Exhibits filed with the Company's Annual
Report on Form 10-K filed with the Securities and Exchange Commission for
the year ended October 31, 1995 (File No. 0-22920)
(8) Incorporated by reference to the Exhibits filed with the Company's Annual
Report on Form 10-K filed with the Securities and Exchange Commission for
the year ended October 31, 1996 (File No. 0-22920)
(9) Incorporated by reference to the Exhibits filed with the Company's Annual
Report on Form 10-K filed with the Securities and Exchange Commission for
the year ended October 31, 1997 (File No. 0-22920)
(10) Incorporated by reference to the Exhibits filed with the Company's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 7, 1997 (File No. 0-22920)
(11) Incorporated by reference to the Exhibits filed with the Company's Annual
Report on Form 10-K filed with the Securities and Exchange Commission for
the year ended October 31, 1998 (File No. 0-22920)
(12) Incorporated by reference to the Exhibits filed with the Company's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on February 25, 1998 (File No. 0-22920)
33
<PAGE>
(13) Pursuant to Note 2 of Instruction (G)(2) to Form 10-K, in response to
Item 6. Selected Financial Data, "Selected Consolidated Financial Data"
set forth on page 10 of the Company's 1998 Annual Report to Shareholders,
and in response to Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations, "Management's Discussion
and Analysis of Financial Condition and Results of Operations" set forth
on pages 5-13 of the Company's 1998 Annual Report to Shareholders are
being filed in electronic format. No other sections of the Company's 1998
Annual Report to Shareholders shall be deemed "filed" as part of this
filing.
(b) Reports on Form 8-K.
None
34
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized.
NUMEREX CORP.
Date: January 28, 1999 By: /s/ Gordon T. Ray
------------------------------------
Gordon T. Ray, Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report on Form 10-K has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
Signature Capacity Date
- --------- -------- ----
/s/ Kenneth F. Manser Director January 28, 1999
- ------------------------
Kenneth F. Manser
/s/ Charles L. McNew Vice President, Chief January 28, 1999
- ------------------------ Operating Officer and Chief
Charles L. McNew Financial Officer (principal
financial officer and principal
accounting officer)
/s/ George Benson Director January 28, 1999
- ------------------------
George Benson
/s/ Matthew J. Flanigan Director January 28, 1999
- ------------------------
Matthew J. Flanigan
/s/ Andrew J. Ryan Director January 28, 1999
- ------------------------
Andrew J. Ryan
/s/ Frederick C. Shay Director January 28, 1999
- ------------------------
Frederick C. Shay
35
<PAGE>
INDEX TO FINANCIAL STATEMENTS
Consolidated Financial Statements of the Company:
Independent Auditors' Report F-2
Consolidated Balance Sheets as of October 31, 1998 and 1997 F-3
Consolidated Statements of Operations for the Years Ended
October 31, 1998, 1997 and 1996 F-4
Consolidated Statements of Shareholders' Equity for the
Years Ended October 31, 1998, 1997 and 1996 F-5
Consolidated Statements of Cash Flows for the Years Ended
October 31, 1998, 1997 and 1996 F-6
Notes to Consolidated Financial Statements F-7
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors of Numerex Corp.:
We have audited the accompanying consolidated balance sheets of Numerex Corp.
and subsidiaries (the "Company") as of October 31, 1998 and 1997, and the
related consolidated statements of operations, shareholders' equity and cash
flows for each of the three years in the period ended October 31, 1998, all
expressed in pounds sterling. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements, expressed in pounds
sterling, present fairly, in all material respects, the consolidated financial
position of Numerex Corp. and subsidiaries at October 31, 1998 and 1997, and the
results of their operations and their cash flows for each of the three years in
the period ended October 31, 1998 in conformity with generally accepted
accounting principles.
/s/ Deloitte & Touche LLP
- ----------------------------
Deloitte & Touche LLP
Philadelphia, Pennsylvania
December 16, 1998, except for Note 16,
as to which the date is January 8, 1999
F-2
<PAGE>
NUMEREX CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT NUMBER OF SHARES)
<TABLE>
<CAPTION>
U.S.$
Equivalent
(Note 2) October 31,
October 31, --------------------------------
ASSETS 1998 1998 1997
<S> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $18,800 (pound)11,365 (pound)15,626
Accounts receivable (net of allowances of (pound)195 in
1998 and (pound)34 in 1997) 5,237 3,166 3,690
Inventory 4,253 2,571 2,929
Prepaid taxes 1,320 798 1,250
Prepaid expenses 662 400 251
------- ------ ------
Total current assets 30,272 18,300 23,746
Property and equipment, net 2,873 1,737 1,092
Goodwill, net 8,807 5,324 3,599
Intangible assets, net 12,125 7,330 1,892
Other assets 406 245 2,180
------- ------ ------
TOTAL ASSETS $54,483 (pound)32,936 (pound)32,509
======= ====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term debt $ 6,000 (pound) 3,627 --
Accounts payable 2,172 1,313 (pound) 1,518
Income taxes 673 407 430
Accrued taxes other than income 151 91 53
Other accrued liabilities 3,545 2,143 786
------- ------ ------
Total current liabilities 12,541 7,581 2,787
------- ------ ------
LONG-TERM DEBT -- -- 2,688
MINORITY INTEREST 9,771 5,907 --
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock--no par value; authorized
3,000,000 shares; none issued
Class A common stock--no par value; authorized
30,000,000 shares; issued 11,609,492 and
11,597,492 shares 30,374 18,362 18,321
Class B common stock--no par value; authorized
5,000,000 shares; none issued
Additional paid-in capital 220 133 --
Treasury stock, at cost, 1,034,900 and 684,900 shares (4,557) (2,755) (1,921)
Cumulative translation adjustments (809) (489) (308)
Retained earnings 6,943 4,197 10,942
------- ------ ------
Total shareholders' equity 32,171 19,448 27,034
------- ------ ------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $54,483 (pound)32,936 (pound)32,509
======= ====== ======
</TABLE>
See Notes to Consolidated Financial Statements.
F-3
<PAGE>
NUMEREX CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
U.S.$
Equivalent
(Note 2) Year Ended October 31,
October 31, ---------------------------------------
1998 1998 1997 1996
<S> <C> <C> <C> <C>
Net sales $25,129 (pound)15,191 (pound)17,676 (pound)18,192
Cost of sales (12,234) (7,396) (8,830) (9,961)
Inventory write-downs (2,192) (1,325) -- (1,473)
------- ------- -------- --------
Gross profit 10,703 6,470 8,846 6,758
Selling, general, administrative and other
expenses(including fees and other expenses
of (pound)26 in 1997 and (pound)212 in 1996
to the principal shareholder) (20,378) (12,319) (7,496) (7,716)
Special charges (1,591) (962) -- (2,721)
------- ------- -------- --------
Operating profit (loss) (11,266) (6,811) 1,350 (3,679)
Interest and other income, net 1,070 647 1,513 1,069
Equity in net losses of affiliate (420) (254) -- --
Minority interest 733 443 -- --
------- ------- -------- --------
Income (loss) before income taxes (9,883) (5,975) 2,863 (2,610)
Income taxes 1,274 770 676 995
------- ------- -------- --------
Net income (loss) ($11,157) (pound)(6,745) (pound)2,187 (pound)(3,605)
======= ======= ======== ========
Basic and diluted
earnings (loss) per share $ (1.03) (pound) (0.62) (pound) 0.20 (pound) (0.31)
======= ======= ======== ========
Number of shares used in per share calculation:
Basic 10,818 10,818 11,077 11,532
======= ======= ======== ========
Diluted 10,818 10,818 11,139 11,532
======= ======= ======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
F-4
<PAGE>
NUMEREX CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Common Stock Additional Cumulative
------------------ Paid-in Treasury Translation Retained
Shares Amount Capital Stock Adjustment Earnings Total
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, OCTOBER 31, 1995 11,597 (pound)18,321 (pound)-- (pound) -- (pound)277 (pound)13,478 (pound)32,076
Purchase of treasury stock -- -- -- (848) -- -- (848)
Translation adjustment -- -- -- -- (205) -- (205)
Cash dividends -- -- -- -- -- (1,118) (1,118)
Net loss -- -- -- -- -- (3,605) (3,605)
------ ------ ------ ------ ------ ------ -------
BALANCE, OCTOBER 31, 1996 11,597 (pound)18,321 (pound)-- (pound)(848) (pound)72 (pound)8,755 (pound)26,300
Purchase of treasury stock -- -- -- (1,073) -- -- (1,073)
Translation adjustment -- -- -- -- (380) -- (380)
Net income -- -- -- -- -- 2,187 2,187
------ ------ ------ ------ ------ ------ -------
BALANCE, OCTOBER 31, 1997 11,597 (pound)18,321 (pound)-- (pound)(1,921) (pound)(308) (pound)10,942 (pound)27,034
Issuance of shares in connection
with the exercise of stock options 12 41 -- -- -- -- 41
Issuance of common stock warrants -- -- 133 -- -- -- 133
Purchase of treasury stock -- -- -- (834) -- -- (834)
Translation adjustment -- -- -- -- (181) -- (181)
Net loss -- -- -- -- -- (6,745) (6,745)
------ ------ ------- ------ ------ ------ -------
BALANCE, OCTOBER 31, 1998 11,609 (pound)18,362 (pound)133 (pound)(2,755) (pound)(489) (pound)4,197 (pound)19,448
U.S. $ EQUIVALENT (Note 2),
OCTOBER 31, 1998 N.A. $30,374 $220 $(4,557) $(809) $6,943 $32,171
====== ======= ==== ======= ===== ====== =======
</TABLE>
See Notes to Consolidated Financial Statements.
F-5
<PAGE>
NUMEREX CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
U.S.$
Equivalent
(Note 2) Year Ended October 31,
October 31, -----------------------------------------------
1998 1998 1997 1996
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) ($11,157) (pound)(6,745) (pound)2,187 (pound)(3,605)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation 725 438 632 583
Amortization 2,215 1,339 654 766
Special charges 1,146 693 -- 1,624
Minority interest (733) (443) -- --
Equity in net losses of affiliate 420 254 -- --
Disposition of business -- -- (672) --
Changes in assets and liabilities which
provided (used) cash:
Accounts receivable 1,360 822 (353) 435
Inventory 682 412 (584) 2,126
Prepaid expenses 501 303 (62) (131)
Accounts payable (883) (534) 887 (120)
Income taxes (38) (23) (1,063) (2,127)
Accrued taxes other than income 63 38 (305) (168)
Other accrued liabilities 2,230 1,349 (1,007) 820
-------- ------- -------- --------
Net cash provided by (used in) operating activities (3,469) (2,097) 314 203
-------- ------- -------- --------
INVESTING ACTIVITIES:
Proceeds from disposition of business -- -- 2,300 --
Purchase of property and equipment (913) (552) (337) (559)
Purchase of intangible and other assets (675) (408) (1,189) (1,006)
Acquisitions of businesses, net of cash (1,461) (883) (3,547) --
Investment in business (794) (480) (1,260) --
-------- ------- -------- --------
Net cash used in investing activities (3,843) (2,323) (4,033) (1,565)
-------- ------- -------- --------
FINANCING ACTIVITIES:
Net reduction in short-term borrowings -- -- (397) --
Proceeds from revolving credit facility 1,500 907 2,688 --
Proceeds from exercise of stock options 68 41 -- --
Cash dividends paid -- -- -- (1,118)
Purchase of treasury stock (1,380) (834) (1,073) (848)
-------- ------- -------- --------
Net cash provided by (used in) financing activities 188 114 1,218 (1,966)
-------- ------- -------- --------
EFFECT OF EXCHANGE DIFFERENCES ON CASH 75 45 (332) (484)
-------- ------- -------- --------
NET DECREASE IN CASH
AND CASH EQUIVALENTS (7,049) (4,261) (2,833) (3,812)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 25,849 15,626 18,459 22,271
-------- ------- -------- --------
CASH AND CASH EQUIVALENTS, END OF YEAR $18,800 (pound)11,365 (pound)15,626 (pound)18,459
======== ======= ======== ========
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:
Cash Payments for:
Interest $ 367 (pound) 222 (pound) 122 (pound) 10
Income Taxes 698 422 2,584 2,859
</TABLE>
See Notes to Consolidated Financial Statements.
F-6
<PAGE>
NUMEREX CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE YEARS ENDED OCTOBER 31, 1998
- --------------------------------------------------------------------------------
1. NATURE OF BUSINESS
Numerex Corp. and its subsidiaries (the "Company") is a telecommunications
company comprised of business entities providing an array of information
transport products and services. These technologies enable customers to monitor
and move information for a variety of applications ranging from home and
business security to distance learning. The Company offers products and services
in wireline (Derived Channel Systems), broadband (fiber optics and EDCOMM(TM)),
and wireless communications (Cellemetry(R)). Additionally, the Company
provides network management systems to operating telephone companies. The
Company's operating subsidiaries are located in North America and the United
Kingdom.
2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Currency - These consolidated financial statements are stated in British
pounds sterling, the functional currency of the country in which the majority of
the Company's sales have historically been generated.
Principles of Consolidation - The consolidated financial statements
include the results of operations and financial position of the Company and its
wholly owned or controlled subsidiaries. All material intercompany transactions,
balances and profits are eliminated in consolidation.
Cash and Cash Equivalents - The Company considers all highly liquid
investments with maturities of three months or less when purchased as cash
equivalents.
Intangible Assets - Amortization is provided on all intangible assets at
rates calculated to write off the cost of each over its expected life as
follows:
o Patents and acquired intellectual property straight-line over 7 to 16
years (the remaining useful life of patents acquired)
o Developed software straight-line over 3 years
o Goodwill straight-line over 12 to 20 years
Goodwill represents the excess of the cost of net assets acquired over
fair value.
The Company capitalizes software development costs when project technical
feasibility is established and concludes capitalization when the product is
ready for release. Software development costs incurred prior to the
establishment of technical feasibility are expensed as incurred.
Property and Equipment - Property and equipment is recorded at cost and is
depreciated or amortized over the estimated useful lives of the assets. The
rates of depreciation and amortization are as follows:
o Short-term leasehold improvements over the term of the lease (which is
less than the asset life, ranging from 3 to 10 years).
o Plant and machinery 4 to 10 years
o Equipment, fixtures and fittings 3 to 10 years
Asset Impairment - The Company periodically evaluates the recoverability of
its long-lived assets or when a specific event indicates that the carrying value
of a long-lived asset may not be recoverable. Recoverability is assessed based
on estimates of future cash flows expected to result from the use and eventual
disposition of the asset. If the sum of expected undiscounted cash flows is less
than the carrying value of the asset, an impairment loss is recognized for the
amount of such deficiency, using discounted cash methodologies.
Inventory - Inventory and work-in-progress are stated at the lower of cost
(first-in, first-out method) or market. Cost includes materials, direct labor
and production overheads appropriate to the relevant state of production.
Income Taxes - Deferred income taxes are provided on temporary differences
arising from the different treatment of items for financial statement and
taxation purposes, which are expected to reverse in the future, calculated using
enacted tax rates.
F-7
<PAGE>
NUMEREX CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE YEARS ENDED OCTOBER 31, 1998
- --------------------------------------------------------------------------------
The Company provides deferred federal income taxes on the undistributed
earnings of its United Kingdom subsidiaries since such earnings are expected to
be remitted to the Company in the foreseeable future.
Fair Value of Financial Instruments - The carrying amounts reported in the
consolidated balance sheets for cash and cash equivalents, accounts receivable
and accounts payable approximate their fair value because of the immediate or
short-term maturity of these financial instruments.
As more fully described in Note 9, under its revolving credit facility, the
Company incurs interest at variable rates based upon market conditions (i.e.,
based upon the LIBOR rate). Accordingly, the carrying amount of debt is a
reasonable estimate of its fair value.
The Company's investment in a privately held company is stated at cost,
adjusted for any known diminution in value.
Revenue Recognition - The Company recognizes revenue on the basis of the
utilization of its technology by its customers and on sales of its products when
title transfers to its customers. Revenue for royalty agreements is recorded as
sales when earned.
The Company performed certain software development services under contract
for a significant customer during 1996. No such services were performed during
1997 and 1998. Revenue from the fixed-price contract was recognized on the
percentage of completion method which was measured by the percentage of costs
incurred to date to the estimated total costs for the contract. Service contract
costs consisted primarily of outside consultant and software engineering fees.
Through October 31, 1996, cumulative costs of (pound)2,110,000, revenues of
(pound)3,360,000 and billings of (pound)3,360,000 had been recorded under the
contract.
Foreign Currency Transactions - Some transactions of the Company and its
subsidiaries are made in U.S. dollars. (Gains) and losses from these
transactions are included in income as they occur.
Research and Development - Research and development expenses are charged to
operations in the period in which they are incurred. Research and development
expenses amounted to (pound)1,874,000, (pound)1,670,000 and (pound)1,128,000, in
1998, 1997 and 1996, respectively.
Provision for Warranty Claims - Estimated warranty expense is charged at
the time of sale of the warranted products. Warranty expenses have not been
significant to the Company.
Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results may likely differ from those estimates and
assumptions, and such differences, if any, are not expected to be significant.
Stock-Based Compensation - Effective November 1, 1996, the Company adopted
the provisions of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS
No. 123 encourages, but does not require, companies to record compensation cost
for stock-based compensation plans at fair value. The Company has elected to
continue to account for stock-based compensation in accordance with Accounting
Principles Board ("APB") Opinion No. 25, Accounting For Stock Issued to
Employees, and related interpretations, as permitted by SFAS 123. Compensation
expense for stock options is measured as the excess, if any, of the quoted
market price of the Company's stock at the date of the grant over the amount an
employee must pay to acquire the stock. (See Note 13).
F-8
<PAGE>
NUMEREX CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE YEARS ENDED OCTOBER 31, 1998
- --------------------------------------------------------------------------------
Earnings (Loss) Per Share - In February 1997, the Financial Accounting
Standards Board issued SFAS No. 128, Earnings Per Share. SFAS No. 128, which
supersedes APB No. 15, Earnings Per Share, requires a dual presentation of basic
and diluted earnings per share as well as other disclosures. Basic earnings per
share excludes the dilutive impact of common stock equivalents and is computed
by dividing net income by the weighted average number of shares of common stock
outstanding for the period. Diluted earnings per share includes the effect of
potential dilution from the exercise of outstanding common stock equivalents
into common stock, using the treasury stock method at the average market price
of the Company's common stock for the period.
SFAS No. 128 is effective for interim and annual financial reporting
periods ending after December 15, 1997, and early adoption was not permitted.
Effective with the first quarter ended January 31, 1998, the Company adopted
SFAS No. 128. The Company has computed its earnings per share in accordance with
SFAS No. 128 for the year ended October 31, 1998 and has restated 1997 and 1996
earnings per share information on a comparable basis, with no material
differences.
For the years ended October 31, 1998 and 1996, the Company's potential
common shares have an anti-dilutive effect on earnings per share and, therefore,
have not been used in determining the total weighted average number of common
shares outstanding. Potential common shares resulting from options and warrants
that would be used to determine diluted earnings per share were 1,206,713, 748,
450 and 373,450 for the years ended October 31, 1998, 1997 and 1996
respectively.
Recent Accounting Pronouncements - In June 1997, the FASB issued SFAS No.
130, Reporting Comprehensive Income. This statement, which establishes standards
for reporting and disclosure of comprehensive income, is effective for interim
and annual periods beginning after December 15, 1997, although earlier adoption
is permitted. Reclassification of financial information for earlier periods
presented for comparative periods is required under SFAS No 130. As this
statement only requires additional disclosures in the Company's consolidated
financial statements, its adoption will not have any impact on the Company's
consolidated financial position or results of operations. The Company expects to
adopt SFAS No. 130 effective November 1, 1998.
In June 1997, the FASB issued SFAS No. 131, Disclosures about Segments of
an Enterprise and Related Information. This statement, which establishes
standards for the reporting of information about operating segments and requires
the reporting of selected information about operating segments in interim
financial statements, is effective for fiscal years beginning after December 15,
1997, although earlier application is permitted. Reclassification of segment
information for earlier periods presented for comparative periods is required
under SFAS No. 131. The Company is evaluating whether the adoption of this
statement will result in any changes to its presentation of financial
information for interim and annual periods in fiscal 1999.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities". This statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts collectively referred to as derivatives,
and for hedging activities. It requires that an entity recognize all derivatives
as either assets or liabilities in the statement of financial position and
measure those statements at fair value. This statement is effective for fiscal
years beginning after June 15, 1999, although early adoption is encouraged. The
Company is evaluating the effect that the adoption of SFAS No. 133 will have on
its consolidated financial position or results of operation.
F-9
<PAGE>
NUMEREX CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE YEARS ENDED OCTOBER 31, 1998
- --------------------------------------------------------------------------------
U.S. Dollar Equivalent Financial Information - The translation to U.S.
dollars as of and for the year ended October 31, 1998 is for convenience only
and was based on the noon buying rate in New York City for cable transfers as
certified for customs purposes by the Federal Reserve Bank of New York as of
October 30, 1998, the last trading day during the Company's year ended October
31, 1998. This rate was $1.6542 to (pound)1.00. This translation should not be
construed as a representation that the (pound)1.00 sterling amounts actually
represented, have been, or could be, converted into dollars at this or any other
rate.
Reclassification - Certain prior year amounts have been reclassified to
conform with the current year presentation.
3. INVESTMENTS AND DIVESTITURES
On May 15, 1998, the Company, BellSouth Wireless, Inc. ("BellSouth Wireless")
and BellSouth Corporation completed a transaction whereby Cellemetry LLC
("Cellemetry") a joint venture between Numerex and BellSouth Wireless, was
formed. Cellemetry, a Delaware limited liability company, is owned 60% by
Numerex and 40% by BellSouth Wireless. The parties have entered into an
operating agreement (the "Operating Agreement") which deals with, among other
things, the conduct of the business of Cellemetry. Pursuant to the Operating
Agreement, the Company will make cash contributions of up to $15.5 million
during the first two years of Cellemetry's operations. According to the
Operating Agreement, at the end of the three years if certain revenue targets
have been met by Cellemetry no additional contribution from the Company will be
required. However, if, at the end of three years, the revenue targets are not
met, the Company is required to make an additional $3.75 million cash
contribution or contribute certain equity interests it has in Uplink. Also,
according to the Operating Agreement, Cellemetry must achieve certain specific
cumulative revenue and operating goals by the third anniversary of the formation
date. If these performance goals are not met, the Company may, at its sole
option, elect that BellSouth put its ownership interest in Cellemetry to the
Company for $15.33 million, plus interest at a 13% annual compound rate or begin
a process to dissolve Cellemetry which would include a transfer of the initially
contributed intellectual property to BellSouth. In addition, the Operating
Agreement provides certain restrictions as to distributions and the right to
transfer ownership interests in Cellemetry. Cellemetry has elected to be taxed
as a partnership for federal, state and foreign income tax purposes.
The Company has recorded the assets contributed by BellSouth to Cellemetry
at fair value on the date of contribution. The results of operations and
financial position of Cellemetry were consolidated with the Company effective
May 15, 1998, since the Company controls the operations of Cellemetry. The fair
value of the patents contributed to Cellemetry was $10,603,000 which is being
amortized over their remaining life of 16 years. In addition, BellSouth
contributed property and equipment to Cellemetry valued at $285,000. At October
31, 1998 Cellemetry's net assets, included in the accompanying 1998 consolidated
financial statements, were $13.5 million. In accordance with a schedule of
capital contribution, the Company contributed cash totaling $5,500,000 to
Cellemetry out of a total cash commitment of $15,500,000. The balance of the
Company's capital contribution is required to be funded as follows: $8.0 million
in fiscal 1999 and $2.0 million in fiscal 2000.
F-10
<PAGE>
NUMEREX CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE YEARS ENDED OCTOBER 31, 1998
- --------------------------------------------------------------------------------
On July 17, 1997, the Company invested (pound)605,000 ($1,000,000) in
return for 19.5% of the common stock of UPLINK Security, Inc. Various options
contained in the agreements provided the Company a means of acquiring a
controlling interest in UPLINK. On May 18, 1998, the Company acquired an
additional 78,795 shares of UPLINK Security, Inc. from certain existing
shareholders for approximately (pound)873,000 ($1,444,000) including 89,763
Numerex common stock warrants with a strike price of $6.00. This stock purchase
increased the Company's ownership interest in UPLINK to 85%.
As a result of the acquisition of a controlling interest in UPLINK, the
Company is required under generally accepted accounting principles to restate
its investment in UPLINK from the cost method to the equity method for the first
and second quarters of fiscal year ending October 31, 1998. The effect of the
restatement, which is included in the line item equity in net losses of
affiliate in the Condensed Consolidated Statement of Operations for the fiscal
year ending October 31, 1998 was (pound)236,000 ($390,000). The financial
statement effect of the change in method on periods prior to fiscal 1998 was not
significant.
The purchase price of UPLINK was allocated to the assets purchased and the
liabilities assumed based upon their fair values at the date of acquisition. The
excess of the purchase price over the fair values of the net assets acquired was
recorded as goodwill, and is amortized on a straight-line basis over 20 years.
In February 1997, the Company acquired 100% of the outstanding common stock
of Broadband Networks, Inc. ("BNI") for approximately (pound)3,547,000
($5,867,000). The acquisition was accounted for using the purchase method of
accounting. In addition, the Company invested (pound)1,000,000 ($1,654,000)
directly into BNI for working capital purposes. Certain employees of BNI will
continue to hold BNI incentive stock options which, upon exercise, would entitle
them to own approximately 18% of BNI's currently outstanding common shares. Such
options become exercisable in 2001 and, upon exercise, the Company has certain
rights, but is not obligated to purchase the shares.
The purchase price of BNI was allocated to the assets purchased and the
liabilities assumed based upon their fair values at the date of acquisition. The
excess of the purchase price over the fair values of the net assets acquired was
recorded as goodwill and is amortized on a straight-line basis over 20 years.
The following summarized unaudited pro forma information for the years
ended October 31, 1998 and 1997 has been presented as if the BNI and UPLINK
acquisitions had occurred on November 1, 1996. The unaudited pro forma
information is based on historical results of operations adjusted for
acquisition costs and has been prepared for comparative purposes only. This
un-audited pro forma information does not purport to be indicative of the
results of operations which actually would have resulted had the acquisitions
been made on the date indicated or which may result in the future.
October 31,
------------------
1998 1997
(In thousands)
Revenues (pound)15,630 (pound)18,430
Operating profit (loss) (7,536) 906
Net income (loss) (7,522) 1,390
Earnings (loss) per share (0.70) 0.13
In May 1997, the Company recognized a credit of (pound)672, which is
included in "interest and other income" in the accompanying consolidated
statement of operations, in connection with the sale all of the stock of its
wholly owned subsidiary, DA Systems Ltd. (DA), to Detection Systems, Inc. (DSI)
of Rochester, NY. In exchange for the stock of DA, the Company, received a
(pound)2.3 ($3.8) million note receivable, secured by shares of DSI common
stock. In September 1997, the Company received cash for the full amount of the
note receivable plus interest. In a companion transaction, a subsidiary of the
Company entered
F-11
<PAGE>
NUMEREX CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE YEARS ENDED OCTOBER 31, 1998
- --------------------------------------------------------------------------------
into a License Agreement with DSI whereby DSI may manufacture and supply certain
products in return for royalty payments.
4. SPECIAL CHARGES
During the year ended October 31, 1998, the Company recorded a pre-tax special
charge of (pound)962,000. Charges of (pound)693,000 relate to the write off of
intangible assets, principally developed software costs and territorial rights,
which have been rendered obsolete as a result of the Company's decision to
abandon certain specific Derived Channel sales and marketing initiatives for
which future direct revenues are no longer expected. Charges of (pound)269,000
result from severance and termination benefit costs for five employees with
principally corporate responsibilities relating to the relocation of the
Company's headquarters to Atlanta. As of October 31, 1998, no amounts for the
aforementioned severance and termination benefits were paid.
During the year ended October 31, 1996, the Company recorded pre-tax
special charges of (pound)1,624,000 primarily relating to fixed and intangible
asset impairment provisions for certain obsolete and/or under performing
products and (pound)1,097,000 primarily relating to an accrual for settlement of
shareholder litigation and related legal fees (see Note 14).
5. INVENTORY
Inventory consisted of the following:
October 31,
------------------
1998 1997
(In thousands)
Raw materials (pound)962 (pound)1,129
Work-in-progress 453 411
Finished goods 1,156 1,389
------ ------
(pound)2,571 (pound)2,929
====== ======
The inventory write-downs of (pound)1,325,000 for the year ended October
31, 1998 were the result of two non-performing contracts and the decision to
abandon specific sales initiatives for certain Derived Channel markets.
The inventory write-downs of (pound)1,473,000 for the year ended October
1996 were the result of determining certain inventory items to be obsolete
and/or under performing due to market conditions.
6. INTANGIBLE ASSETS
Intangible assets consisted of the following:
October 31,
------------------
1998 1997
(In thousands)
Developed software (pound)2,756 (pound)3,595
Patents 7,102 617
Intangible and other assets 399 345
------ ------
Total intangible assets 10,257 4,557
Accumulated amortization (2,927) (2,665)
------ ------
Intangible assets, net (pound)7,330 (pound)1,892
====== ======
7. GOODWILL
October 31,
------------------
1998 1997
(In thousands)
Goodwill (pound)5,959 (pound)3,870
Accumulated amortization (635) (271)
------ ------
Goodwill, net (pound)5,324 (pound)3,599
====== ======
8. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
October 31,
------------------
1998 1997
(In thousands)
Leasehold improvements (pound)300 (pound)272
Plant and machinery 2,190 1,474
Equipment, fixtures and fittings 859 520
------ ------
Total property and equipment 3,349 2,266
Accumulated depreciation
and amortization (1,612) (1,174)
------ ------
Property and equipment, net (pound)1,737 (pound)1,092
====== ======
F-12
<PAGE>
NUMEREX CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE YEARS ENDED OCTOBER 31, 1998
- --------------------------------------------------------------------------------
9. REVOLVING CREDIT FACILITY
In February 1997, the Company entered into a U.S. dollar revolving credit
facility which provides for maximum borrowings of $10.0 ((pound)6.1) million and
includes the option to convert, at maturity, the outstanding balance to an
amortizing term loan payable over a maximum period of up to three years, with a
maximum five year amortization. At the Company's option, interest is charged at
the bank's prime lending rate less .25% or LIBOR plus 1.25%. The Company had
average borrowings of (pound)3.2 and (pound)2.7 million during 1998 and 1997 at
an average interest rate of 6.72% and 6.89%, respectively. Maximum borrowings
during 1998 and 1997 were (pound)3.6 and (pound)2.7 million, respectively. The
revolving credit facility is collateralized by certain assets of the Company.
On October 31, 1998, there were outstanding borrowings of approximately
$6.0 ((pound)3.6) million at an interest rate of 6.539%.
During 1998, the Company was in violation of certain financial performance
loan covenants (see Note 16).
10. INCOME TAXES
The Company's provision for income taxes is incurred primarily in the United
Kingdom.
For the years noted below, the provision for income taxes consists of the
following:
October 31,
---------------------------------
1998 1997 1996
(In thousands)
Currently payable (pound)858 (pound)632 (pound)1,292
Deferred (88) 44 (297)
----- ----- ------
(pound)770 (pound)676 (pound)995
===== ===== ======
Income taxes recorded by the Company differ from the amounts computed by
applying the statutory U.S. federal income tax rate to income before income
taxes. The following schedule reconciles income tax expense (benefit) at the
statutory rate and the actual income tax expense as reflected in the
consolidated statements of operations:
October 31,
------------------------------------
1998 1997 1996
(In thousands)
Income tax (benefit)
computed at U.S. corporate
tax rate of 34% (pound)(2,032) (pound)973 (pound)(888)
Adjustments attributable to:
Valuation allowance 2,816 (74) 1,790
ACT refund (90) (247) --
Nondeductible expenses 39 22 65
Foreign income taxed in the
United States 90 86 60
Income tax rate differential
between the United States
and the United Kingdom (53) (84) (32)
----- ------ -----
Total (pound)770 (pound)676 (pound)995
===== ====== =====
F-13
<PAGE>
NUMEREX CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE YEARS ENDED OCTOBER 31, 1998
- --------------------------------------------------------------------------------
The components of the Company's net deferred tax assets and (liabilities) as of
October 31 are as follows:
1998 1997
---- ----
(In thousands)
Deferred tax liability:
Differences between book
and tax basis of
property equipment (pound)(39) (pound)(47)
Other -- (13)
----- -----
(39) (60)
Deferred tax asset:
Intangibles 395 316
Net operating loss carry
forwards 1,478 527
Tax credit carry forwards 1,849 834
Other 61 --
Inventories 730 218
Accruals 383 87
----- -----
4,896 1,982
Valuation allowance (4,572) (1,725)
----- -----
Total (pound)285 (pound)197
===== =====
Net operating loss carry forwards for federal and state income taxes available
at October 31, 1998, expire as follows:
Years
Amount of Expiration
------ -------------
Federal operating losses (pound)7,164,000 2004-2113
State operating losses (pound)10,085,000 2003-2113
The financial statements reflect the deferred tax effects of the undistributed
earnings of the Company's United Kingdom subsidiaries at October 31, 1998
because the Company expects to recover the undistributed earnings in the
foreseeable future in a taxable manner. The Company did not recognize deferred
tax liabilities of (pound)171,000 for the undistributed earnings of its United
Kingdom subsidiaries at October 31, 1997 because, at that time, the Company did
not expect earnings to be remitted to the United States in the foreseeable
future. The accumulated net undistributed earnings of the Company's United
Kingdom subsidiaries included in the retained earnings were (pound)7,255,000 and
(pound)5,602,000 at October 31, 1998 and 1997, respectively.
11. SIGNIFICANT CUSTOMER, CONCENTRATION OF CREDIT RISK AND RELATED PARTIES
Approximately 19%, 16% and 32% of sales in 1998, 1997 and 1996, respectively,
were to British Telecommunications PLC. The accounts receivable from British
Telecommunications PLC were (pound)323,000 and (pound)1,044,000 as of October
31, 1998 and 1997, respectively, and were collected pursuant to normal credit
terms.
The principal shareholder provided financial advisory, investment banking
and other services for the Company under a two-year agreement through December
31, 1996. Under the Agreement, the Company paid $20,000 per month plus certain
reimbursable expenses to the shareholder for financial advisory services.
Fees and other expenses relating to the principal shareholder are as
follows:
October 31,
----------------------------------
1998 1997 1996
(In thousands)
Fees -- (pound)142 (pound)155
Out-of-pocket expenses -- 4 57
F-14
<PAGE>
NUMEREX CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE YEARS ENDED OCTOBER 31, 1998
- --------------------------------------------------------------------------------
12. COMMITMENTS AND CONTINGENCIES
The Company leases certain property and equipment under noncancelable operating
leases with initial terms in excess of one year. Future minimum lease payments
under such noncancelable operating leases subsequent to October 31, 1998, are as
follows:
1999 (pound)498
2000 435
2001 347
2002 350
2003 237
Thereafter 238
------
Total (pound)2,105
======
Rent expense, including short-term leases, amounted to approximately
(pound)377,000, (pound)287,000 and (pound)328,000 in 1998, 1997 and 1996,
respectively.
(See Note 3 for other commitments and contingencies.)
13. STOCK OPTION PLANS
Employee Plan - The Company has an Employee Stock Option Plan (the
"Employee Plan"), which provides for the granting of nonqualified and incentive
stock options to all officers and key employees of the Company and its
subsidiaries at prices which represent the closing market price at the grant
dates. The aggregate number of shares which may be issued upon the exercise of
options under the Employee Plan, as amended in February 1998, is 1,500,000
shares of Class A Common Stock.
Options issued under the Employee Plan typically vest ratably over a
five-year period. Certain options issued to senior management employees under
the Employee Plan have cliff vesting terms at the end of a five-year period and
terms which provide for the acceleration of vesting upon the attainment of
specified market prices for the Company's common stock for a period of 60 days.
In the event of a "change in control" as defined in the Employee Plan, all
outstanding options become fully vested and are subject to exercise. Incentive
stock options and nonqualified stock options granted under the Employee Plan
expire 10 years after the grant date unless an option holder's employment is
terminated. Under such circumstances, the options typically expire from three
months to one year from the date of employment termination.
At October 31, 1998 and 1997, 362,000 and 290,500, respectively, ratably
vesting options under the Employee Plan have been granted to key employees of
the Company at prices ranging between $3.75 and $7.50. Of these options, 12,000
were exercised, 23,000 have expired and been cancelled, 118,300 are currently
exercisable, and the remaining options will become exercisable in 1999 through
2002. At October 31, 1998 and 1997, 765,000 and 515,000, respectively, cliff
vesting options under the Employee Plan have been granted to senior management
employees of the Company at prices ranging between $3.06 and $7.56. Of these
options, 80,000 have expired and been cancelled, and none of these options are
currently exercisable. They will become exercisable beginning in 2002 or earlier
if the accelerated vesting conditions are met.
Director Plan - The Company has a Non-employee Director Stock Option Plan
(the "Director Plan"), which provides for the granting of stock options to
non-employee members of the Company's Board of Directors at the closing market
price at the grant dates. On April 1, 1996, and each anniversary date
thereafter, each non-employee director, who has served as a director for at
least one year, will receive an option to purchase 2,500 shares of the Company's
common stock. On December 5, 1997, the Director Plan was amended, and on
February 26, 1998, shareholders approved an increase to 4,000 the annual number
of shares that each director would receive. The aggregate number of shares which
may be issued upon the exercise of options granted under the Director Plan is
62,500 shares of common stock. Options issued under the Director Plan fully vest
one year after the grant date.
F-15
<PAGE>
NUMEREX CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE YEARS ENDED OCTOBER 31, 1998
- --------------------------------------------------------------------------------
In the event of a "change in control" as defined in the Director Plan, all
outstanding options become fully vested and are subject to exercise. Options
granted under the Director Plan expire 10 years after the grant date, unless an
option holder ceases to be a director of the Company. Under such circumstances,
the options expire three months from the date that the option holder ceases to
be a director.
At October 31, 1998 and 1997, 28,700 and 16,700, respectively, options
under the Director Plan have been granted to directors of the Company at prices
ranging between $4.50 and $6.63. Of these options, 16,700 are currently
exercisable and the remaining will become exercisable in 1999. Options to
purchase 18,750 shares of Class A common stock at a price of $10.00 were granted
as a finder's fee in connection with an acquisition. All of these options are
currently exercisable.
The following table summarizes the activity of the aforementioned stock
option plans as of and for the years ended October 31, 1998, 1997 and 1996:
<TABLE>
<CAPTION>
1998 1997 1996
------------------- ----------------- ------------------
Weighted Weighted Weighted
Average Average Average
Shares Ex. Price Shares Ex. Price Shares Ex. Price
------ --------- ------ --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C>
Outstanding,
Beginning of year 748,450 $5.54 373,450 $5.51 177,250 $5.55
Options granted 333,500 4.39 415,000 5.51 213,700 5.89
Options exercised (12,000) 5.44 -- -- -- --
Options cancelled (103,000) 5.75 (40,000) 4.97 (17,500) 10.57
------- ------- -------
Outstanding, End
of year 966,950 5.12 748,450 5.54 373,450 5.51
======= ======= =======
Exercisable, End
of year 153,750 $5.83 100,100 $5.96 44,550 $6.48
======= ======= =======
</TABLE>
In February 1997, the Company re-priced 191,000 options with exercise
prices ranging between $9.00 and $15.00 to $4.50 which represented the closing
market price. The options, as re-priced, are reflected in all periods in the
above table.
The fair value of each option on the date of grant for 1998, 1997 and 1996
was estimated using the Black-Scholes options pricing model with the following
weighted average assumptions: no dividend yield for all years; expected
volatility of 51% for 1998 and 59% for both 1997 and 1996; risk-free interest
rate of 4.54% for 1998 and 5.82% for both 1997 and 1996; expected option lives
of 7 years for all years; and a forfeiture rate of 2% for all years.
The exercise price for options outstanding as of October 31, 1998 is
between $3.06 and $10.00. Such options will expire on average in 8.3 years. The
weighted average fair value of options granted during 1998, 1997 and 1996 was
$2.54, $3.52 and $3.81, respectively, on the date of grant.
Cellemetry Plan - The Company's subsidiary, Cellemetry, adopted a Share
Option Plan on June 1, 1998, which provides for the granting of nonqualified
stock options to officers and employees of Cellemetry at a pre-determined price.
The aggregate number of shares, which may be issued upon the exercise of options
under the Share Option Plan, is 1,000,000 shares of Class III Common Stock.
Options issued under the Share Option Plan vest ratably over a five-year
period. In the event of a "change in control" as defined in the Share Option
Plan, all outstanding options become fully vested and are subject to exercise.
The options expire 10 years after the grant date unless an option holder's
employment is terminated. Under such circumstances, the options expire from
three months to one year from the date of employment termination.
On June 1, 1998, 612,000 options under the Share Option Plan were granted
to employees of Cellemetry at $4.00 per share. None of these options are
currently exercisable. They will become exercisable beginning in June of 2000.
F-16
<PAGE>
NUMEREX CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE YEARS ENDED OCTOBER 31, 1998
- --------------------------------------------------------------------------------
The fair value of each option on the date of grant for 1998 was estimated
using the Black-Scholes options pricing model with the following weighted
average assumptions: no dividend yield; expected volatility of 51%; risk free
interest rate of 4.54%; expected option lives of 7 years; and a forfeiture rate
of 2%.
Options will expire on average in 9.7 years. The weighted average fair
value of options granted during 1998 was $2.31 on the date of grant.
Had compensation expense for the Company's aforementioned stock option
plans been determined based on the fair value at the grant dates for awards
under those plans under the provisions of SFAS No. 123, the Company's net income
(loss) and earnings (loss) per share would have been changed to the following
pro forma amounts:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Net income (loss)--As reported (pound)(6,745) (pound)2,187 (pound)(3,605)
Net income (loss)--Pro Forma (pound)(7,167) (pound)1,828 (pound)(3,751)
Earnings (loss) per share--As reported (pound)(0.62) (pound).20 (pound)(0.31)
Earnings (loss) per share--Pro Forma (pound)(0.66) (pound).17 (pound)(0.33)
</TABLE>
The pro forma effect on net income (loss) and earnings (loss) per share
for 1998, 1997 and 1996, by applying SFAS No. 123, may not be indicative of the
pro forma effect on net income in future years since SFAS No. 123 does not take
into consideration pro forma compensation expense related to awards made prior
to November 1, 1995, and since additional awards in future years are
anticipated.
14. LITIGATION
A settlement, effective October 24, 1996, was reached among the parties in
connection with a securities lawsuit regarding the Company's 1995 public
offering. Certain defendants paid to a settlement fund approximately $2,100,000
((pound)1,254,000), which after certain costs and expenses was paid to a class.
The Company's contribution to the settlement fund of $1,033,000
((pound)617,000), which together with related legal costs were expensed in 1996
(see Note 4). Amounts due under the settlement were paid in December 1996.
15. GEOGRAPHIC INFORMATION
The Company operates in a single industry segment. Information about the
Company's operations in different geographic areas for the three years ended
October 31, 1998 are as follows (in thousands):
<TABLE>
<CAPTION>
United States United Kingdom Eliminations Consolidated
<S> <C> <C> <C> <C>
Net sales:
1998 (pound)8,311 (pound)6,880 (pound)-- (pound)15,191
1997 6,740 10,936 -- 17,676
1996 2,655 15,537 -- 18,192
Operating profit (loss:)
1998 (8,713) 1,902 -- (6,811)
1997 (1,904) 3,254 -- 1,350
1996 (5,492) 1,813 -- (3,679)
Identifiable assets:
1998 22,427 12,094 (1,585) 32,936
1997 22,627 11,139 (1,257) 32,509
1996 15,529 15,376 (923) 29,982
</TABLE>
16. SUBSEQUENT EVENT
On January 8, 1999, the Company terminated its revolving credit facility and
repaid amounts due including interest totaling $6,008,733. In order to meet the
Company's expected 1999 funding requirements, additional financing will be
necessary. Management believes that the Company will be successful in meeting
its 1999 funding needs.
F-17
<PAGE>
NUMEREX CORPORATION SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED BALANCE SHEETS
(Parent Company Only)
(In thousands, exept share amounts)
<TABLE>
<CAPTION>
October 31, October 31,
1998 1997
--------------- --------------
<S> <C> <C>
ASSETS
Current assets (pound)1,561 (pound)11,524
Other assets 394 1,670
Intercompany receivables 10,493 6,070
Investment in equity of subsidiaries 17,918 11,107
--------------- --------------
Total Assets (pound)30,366 (pound)30,371
=============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term debt (pound)3,627 (pound)0
Intercompany loan and payables 5,163 0
Other liabilities 919 649
--------------- --------------
Total Current Liabilities 9,709 649
--------------- --------------
Long-term debt 0 2,688
Intercompany loan and payables - Long-Term 1,209 0
Class A common stock - no par; authorized 30,000,000 shares;
issues 11,609,492 and 11,597,492 shares 18,362 18,321
Additional paid-in capital 133 0
Treasury Stock, at cost, 1,034,900 and 684,900 shares (2,755) (1,921)
Retained Earnings 4,197 10,942
Other (489) (308)
--------------- --------------
Total shereholders' equity 19,448 27,034
--------------- --------------
Total liabilities and shareholders' equity (pound)30,366 (pound)30,371
=============== ==============
</TABLE>
S-1
<PAGE>
SCHEDULE I
NUMEREX CORPORATION
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENTS OF OPERATIONS
(Parent Company Only)
(In thousands)
<TABLE>
<CAPTION>
Years ended October 31,
-------------------------------
1998 1997 1996
------ ------ ------
<S> <C> <C> <C>
Equity in net income (loss) of subsidiaries (4,991) 2,166 (2,122)
Operating expenses (2,283) (1,253) (2,795)
Interest and other income (net) 529 1,274 1,312
------ ------ ------
Income (loss) before provision for income taxes (6,745) 2,187 (3,605)
Provision for income taxes 0 0 0
------ ------ ------
Net income (loss) (6,745) 2,187 (3,605)
====== ====== =======
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NUMEREX CORPORATION SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENTS OF CASH FLOWS
(Parent Company Only)
(In thousands)
Years Ended October 31,
--------------------------------------
1998 1997 1996
------- ------- -------
<S> <C> <C> <C>
Operating Activities:
Equity in net income (loss) of subsidiary (4,991) 2,166 (2,122)
Other adjustments, net (2,784) 869 1,509
------- ------- -------
Net cash provided by (used in) operating activities (7,775) 3,035 (613)
------- ------- -------
Investing Activities - contribution to capital of subsidiaries, net (2,323) (4,033) (1,565)
------- ------- -------
Financing Activities:
Proceeds from revolving credit facility 907 2,688
Proceeds from exercise of stock options 41
Cash dividends paid (1,118)
Purchase of treasury stock (834) (1,073) (848)
------- ------- -------
Net cash provided by (used in) financing activities 114 1,615 (1,966)
------- ------- -------
Net change in cash (9,984) 617 (4,144)
Cash, beginning of year 11,460 10,843 14,987
------- ------- -------
Cash, end of year 1,476 11,460 10,843
======= ======= =======
</TABLE>
<PAGE>
NUMEREX CORPORATION
NOTES TO CONDENSED FINANCIAL INFORMATION OF REGISTRANT
(Parent Company Only)
1. BASIS OF PRESENTATION
The accompanying condensed financial statements include the accounts of
Numerex Corporation (the Parent) and on an equity basis its subsidiaries
and should be read in conjunction with the consolidated financial
statements of Numerex Corporation and Subsidiaries (the "Company") and the
notes thereto.
2. INCOME TAXES
The Parent and its wholly owned subsidiaries file a consolidated tax
return. The Parent participates in a tax sharing agreement with the
consolidated group whereby consolidated income tax expense or benefit is
allocated to the Parent.
3. SUBSEQUENT EVENT
On January 8, 1999 the Company terminated its revolving credit facility and
repaid amounts due including interest totaling $6,008,733. In order to meet
the Company's expected 1999 funding requirements, additional financing will
be necessary. Management believes that the Company will be successful in
meeting its 1999 funding needs.
S-4
<PAGE>
NUMEREX CORPORATION SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(In Thousands)
<TABLE>
<CAPTION>
Additions
Balance at ---------------------------- Balance at
Beginning of Charges to End of
Description Period Provision Expense Deductions Period
- ----------- ------------ --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Year Ended October 31, 1996:
Accounts Receivable
Allowance for uncollectible accounts (pound)26 37 0 0 (pound)63
Inventory
Allowance for Obsolescence (pound)81 0 1,473 (a) 0 (pound)1,554
Year Ended October 31, 1997:
Accounts Receivable
Allowance for uncollectible accounts (pound)63 0 0 (29) (pound)34
Inventory
Allowance for Obsolescence (pound)1,554 20 0 (924)(b) (pound)650
Year Ended October 31, 1998:
Accounts Receivable
Allowance for uncollectible accounts (pound)34 161 1,291 (c) (1,291)(c) (pound)195
Inventory
Allowance for Obsolescence (pound)650 165 1,325 (d) 0 (pound)2,140
Other Liabilities
Accrued Severance (pound)0 0 269 (e) 0 (pound)269
</TABLE>
(a) Amounts were the result of determining certain inventory items to be
obsolete and/or under performing due to market conditions.
(b) Amounts were net recoveries from the sale of subsidiary.
(c) Amounts resulted from the write-off of certain uncollectible receivables
resulting from non-performing contractual relationships.
(d) Amounts were the result of non-performing contracts and the decision to
abandon specific sales initiatives for certain Derived Channel markets.
(e) Amounts resulted from the severance and termination benefits for certain
corporate employees.
S-5
EXHIBIT 10.19
EMPLOYMENT AGREEMENT
BETWEEN NUMEREX CORP. AND CHARLES L. MCNEW
THIS EMPLOYMENT AGREEMENT (the "Agreement"), made effective as of the
15th day of July 1998, by and between Numerex Corp., a corporation incorporated
under the laws of the Commonwealth of Pennsylvania ("Numerex" or the "Company"),
and CHARLES L. MCNEW (the "Executive").
WHEREAS, Numerex is desirous of hiring Executive to serve as Vice
President, Chief Operating Officer and Chief Financial Officer of Numerex;
WHEREAS, the Executive is desirous to serve as Vice President, Chief
Operating Officer and Chief Financial Officer of Numerex;
WHEREAS, Numerex considers the services of the Executive to be in the best
interests of Numerex and desires to induce the Executive to serve Numerex on an
impartial and objective basis and without distraction or conflict of interest;
and
WHEREAS, the Executive is willing to be employed by Numerex from and after
the date hereof on the basis of the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, upon the mutual promises and covenants of the parties, and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, and intending to be legally bound, the parties agree as
follows:
1. Employment.
Numerex hereby employs the Executive, and the Executive hereby
accepts such employment, for the period stated in Section 3 below and upon the
other terms and conditions herein provided.
<PAGE>
2. Position and Duties.
(a) Employment Duties.
During the Employment Period (as defined in Section 3) the
Executive agrees to serve as Vice President, Chief Operating Officer and Chief
Financial Officer of Numerex, except as may be modified by the written agreement
of the parties hereto. In his capacity as Vice President, Chief Operating
Officer and Chief Financial Officer of Numerex, the Executive shall promote the
best interests of Numerex, will be responsible for the day to day financial
operations of Numerex and shall perform such managerial duties and
responsibilities for Numerex as may from time to time be assigned to him by the
President of Numerex. As Vice President, Chief Operating Officer and Chief
Financial Officer of Numerex, the Executive shall have supervision and control
over and responsibility for day-to-day operational responsibilities and all
areas of financial operations, shall perform such other duties as may from time
to time be assigned to him by the President of Numerex and shall report directly
to the President of Numerex. The other duties as may from time to time be
assigned to him shall be consistent with and shall not interfere with the
performance of the duties described herein and shall be of a type customarily
performed by persons of similar titles with similar corporations. Throughout the
Employment Period, and except for illness, vacation periods and leaves of
absence granted by Numerex (if any), the Executive shall devote all his business
time, attention, skill and efforts to the faithful performance of his duties
hereunder, and shall accept such office or offices to which he may be appointed
to by the President or Board of Directors of Numerex. The
- -2-
<PAGE>
Executive shall keep complete and accurate records which reflect the carrying
out of his duties hereunder. In addition he shall keep the President fully
informed of developments relating to the carrying out of his duties hereunder.
3. Term.
Period of Employment and Extension of Employment Period.
The period of the Executive's employment under this Agreement
shall commence as of July 15, 1998 and shall, unless sooner terminated by the
death of the Executive, mutual agreement or pursuant to Section 7 hereof,
continue for a period of one (1) year therefrom (such period being herein
referred to as the "Employment Period"), provided however, that unless either
party gives written notice to the other within sixty (60) days of the Expiration
Date, Executive's Employment Period shall continue for an additional year from
the Expiration Date. The last day of the Employment Period, as from time to time
extended, and without regard to any early termination pursuant to Section 7, is
hereinafter referred to as the "Expiration Date."
4. Compensation.
(a) Salary and Incentive Compensation.
For all services rendered by the Executive in any capacity
during the Employment Period under this Agreement, subject to Section 7(e)
hereof, the Executive shall be paid as compensation (1) an annual salary of
$185,000, or such higher salary as may be negotiated from time to time by
Numerex and the Executive. Such salary shall be payable in accordance with the
standard pay schedule established for Numerex executives and any
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<PAGE>
discretionary bonus shall be payable in the manner and at the time specified by
the Board of Directors.
(b) Reimbursement of Expenses.
Numerex shall pay or reimburse the Executive, in accordance
with Numerex's policies and requirements, for all reasonable business travel and
other expenses incurred by the Executive in performing his obligations under
this Agreement.
5. Participation in Incentive Compensation
and Benefit Plans.
In addition to the payments provided under this Agreement, the
Executive (or his beneficiary) is and shall be entitled to benefits under any
and all executive or contingent compensation plans, stock options, restricted
stock or stock purchase plans, retirement income or pension plans, supplemental
or excess benefit plans, group hospitalization, health care, or sick leave
plans, life or other insurance or death benefit plans, travel and accident
insurance, vacation plans, automobile leasing, or other present or future group
employee benefit plans or programs of Numerex for which executive employees of
Numerex are eligible, and the Executive may be eligible to receive, during the
Employment Period, all benefits and emoluments for which he is eligible under
any such benefit plan or program of Numerex in accordance with the provisions
and requirements (including discretionary authority, where applicable of any
such plan or program.
6. Vacation and Sick Leave.cable) of any
Executive shall be entitled to four (4) weeks of annual vacation and
personal and sick leave in accordance with established Numerex policy.
7. Termination of Employment.
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<PAGE>
(a) Termination without Cause and Non-Extension of Employment
Period.
Notwithstanding anything to the contrary contained in this
Agreement, subject to Executive receiving the compensation set forth in
subsection (e) of this Section 7, Numerex may terminate the Executive's
employment under this Agreement at any time or not renew this Agreement beyond
the end of the Employment Period.
(b) Termination with Cause.
Numerex may terminate the Executive's employment under this
Agreement at any time for cause. The Executive shall have no right to receive
compensation or other benefits for any period after termination for cause. The
term "for cause" shall include and shall be limited to the following events:
(i) The Executive is convicted of a felony;
(ii) The Executive willfully and deliberately fails or
refuses in a material respect to comply with a significant instruction of the
President or the Board of Directors of Numerex, provided the Executive fails to
cure such non-compliance within twenty (20) days after receiving written notice
of such non-compliance, other than non-compliance due to a physical or mental
illness, which willful failure results in, or which in the good faith judgment
of the Board of Directors may result in demonstrable material injury and damage
to Numerex; or
(iii) The Executive willfully and deliberately makes material
misrepresentations to the President or the Board of Directors of Numerex.
-5-
<PAGE>
If Numerex's Board of Directors determines that Executive's
employment under this Agreement shall be terminated for cause, then the Board of
Directors shall forthwith provide Executive with a written notice of said
determination. The notice shall contain a detailed statement of the facts which
constitute the particulars of the cause for termination.
(c) Termination for Good Reason.
If Employee's employment with the Company is terminated
whether by the Company or Employee during the Employment Period upon the
occurrence of any of the following events, the Company will pay to Employee
the amount set forth in Section 7(e) hereof:
(i) a merger, consolidation, reorganization, sale of all or
substantially all of the assets or other similar event; or
(ii) a "change in control" of the Company wherein within six months
prior to the occurrence of such event or within one year after the occurrence of
such event, Employee's position with the Company or the surviving or acquiring
Person is changed from his current position with the Company to a lesser
responsible position, the nature and scope of Employee's duties and authority or
his responsibilities with the Company or the surviving or acquiring Person are
reduced to a level below that which he enjoys on the date hereof or his then
current base annual salary is reduced to a level below that which he enjoys on
the date hereof. For purpose of this Section 7(c), a "change in control" of the
Company means a change in control of the Company of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as enacted and enforced on the date hereof, whether or not the
Company is subject to such reporting requirement; provided that without
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<PAGE>
limitation such a change in control shall have been deemed to conclusively occur
when any of the following events shall have occurred:
(A) within any period of two consecutive years
during the Term, a change in at least a majority of the members of the Board
or the addition of five or more new members to the Board; or
(B) a "person" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act) or group acting in concert, (as described
in Section 13(d)(2) of the Exchange Act), other than a person or group existing
on the day hereof, holds or acquires beneficial ownership within the meaning of
Rule 13d-3 promulgated under the Exchange Act of a number of common shares of
the Company which constitutes either (a) more than fifty percent of the shares
which voted in the election of directors of the Company at the shareholders'
meeting immediately preceding such determination or (b) more than twenty-five
percent of the Company's outstanding common shares. For purposes of this Section
7(c) hereof, unexercised warrants or options or unconverted nonvoting securities
shall count, for this purpose, as constituting beneficial ownership of the
Company's common shares into which the warrants or options are exercisable or
the nonvoting convertible securities are convertible, notwithstanding anything
to the contrary contained in Rule 13d-3 of the Exchange Act; or
(iii) the Company permanently fills the position of President and/or Chief
Executive Officer (with an individual other than the Acting President on the
date hereof) and within three (3) months from the commencement of employment of
such person, Executive determines that he is unable to continue to fulfill his
duties hereunder, in such a manner which would enable him to promote the best
interests of the Company; or, the acting President and
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<PAGE>
acting Chief Executive Officer on the date hereof is appointed to the position
of permanent President and/or Chief Executive Officer, and within three (3)
months after the first anniversary of this Agreement, Executive determines that
he is unable to continue to fulfill his duties hereunder, in such manner which
would enable him to promote the best interests of the Company, or
(iv) a change in the nature and scope of Executive?s duties and authority
to a level below that which he enjoys on the date hereof.
(d) Employee Notice and No Mitigation.
Employee shall have the right to terminate his employment
pursuant to Section 7(c) hereunder if he shall first give the Company not less
than thirty days written notice of his intention to so terminate his employment
specifying the reason(s) for such termination and the date of termination, and
thereafter the Company shall not have cured or remedied the reason(s) (provided
the reason(s) are capable of being cured or remedied) for such termination prior
to the date of termination set forth in such notice. Anything in this Agreement
to the contrary notwithstanding, Employee shall not be required to mitigate the
amount of any payment provided for in this Agreement by seeking other
employment.
(e) Remedies for Termination.
Upon termination of the Executive's employment under this
Agreement pursuant to subsection (a) by reason of termination without cause or
the Company's not renewing Agreement beyond the end of the Employment Period, or
(c) for "Good Reason" of this Section 7, the Executive shall receive his base
salary plus bonus for the most recently completed year of employment, payment of
which shall be at the time provided for in this
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<PAGE>
Agreement as if the Executive's employment under this Agreement had not
terminated. Such payment shall be in lieu of any payments required to be made
under Section 4(a) hereof. In addition, Executive shall receive reimbursement
for outplacement related expenses incurred by him, not to exceed $25,000. All
options heretofore granted to Executive under any of the Company?s stock option
plans shall be amended to become non-qualified stock options and such options
shall be further amended so that they do not expire ninety (90) days after
Executive?s termination of employment. All other terms of the options shall
remain unchanged.
(f) Disability.
(i) Total Disability.
If the Executive is totally disabled (as hereinafter
defined) prior to the expiration of the Employment Period, Numerex may, on ten
(10) days written notice to Executive, pay the Executive a disability benefit
which is equal to the salary provided in Section 4, as the same may have been
increased from time to time, received by Executive at the commencement of the
Executive's total disability, reduced by the sum of (i) the amount of any
benefits to which the Executive may be entitled with respect to the same period
under any disability plan or pension plan, including related supplemental and
excess benefit plans or agreements, of Numerex and (ii) the disability benefits
payable under any government regulated plan including workers' compensation
benefits. Payment of such disability benefit shall commence with the week
coincident with the notice given above and shall continue until the earlier of
the Expiration Date or the Executive's death. As used in this Agreement, the
term "total disability" shall mean the complete inability of the Executive to
perform all of his
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<PAGE>
duties under this Agreement, which disability shall continue for any period of
six full consecutive months. Upon the termination of such total disability, the
Executive shall be offered an appropriate position as may be available at
Executive's established compensation and benefits level.
(ii) Partial Disability.
In the event of partial disability or illness, the
obligation of Numerex to pay the salary of Executive pursuant to Section 4 of
this Agreement shall not be affected.
8. Withholding of Taxes.
Numerex may withhold from any payments under this Agreement all
applicable taxes, as shall be required pursuant to any law or governmental
regulation or ruling.
9. Non-Competition, Non-Disclosure and Confidentiality.
(a) During the term of this Agreement, as it may be extended,
and while Executive is receiving payments pursuant to Section 7(e) hereof
Executive shall not (except with the prior approval of the Board of Directors of
Numerex) be directly or indirectly engaged or concerned or interested in:
(i) any other business competing in any respect with the
business of Numerex, or any company affiliated with Numerex, except as the
holder of investments comprising not more than five (5%) percent of the issued
shares of capital stock of any class of any company.
(ii) any other occupation whatsoever and for this purpose
"occupation" shall include any public or private appointed office or work which
in the opinion
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<PAGE>
of the Board of Directors of Numerex hinders or interferes with or otherwise
impinges upon the performance by the Executive of his duties hereunder.
(b) The Executive shall not either during or after the termination
of this Agreement:
(i) divulge or communicate to any person or persons,
except to officials of Numerex, or its affiliates; or
(ii) use for his own purposes or for any purposes other than those
of Numerex, or its affiliates, any secret confidential or private information
(a) relating to the business or affairs of Numerex, or any affiliate of Numerex;
or (b) relating to the workings of any process or invention which is carried on
or used by Numerex, or any affiliate of Numerex; or (c) which has been obtained
from any third party on terms restricting its disclosure or use; or (d) relating
to the clients or customers of Numerex, or any affiliate of Numerex provided
however, these restrictions shall cease to apply to any information or knowledge
which may come into the public domain (otherwise than through the fault of the
Executive).
(c) All lists of clients or customers correspondence and all other
papers, memoranda, records and writings, together with information stored on a
computer or in computer format which may have been made by the Executive or have
come into his possession relative to the business of Numerex, or any affiliate
of Numerex shall be and remain the property of Numerex, including any copyright
therein, and shall be handed over by him to Numerex from time to time on demand
and in any event upon his leaving the service of Numerex.
-11-
<PAGE>
(d) As the Executive in the course of his employment is likely to
obtain knowledge of the trade secrets and other confidential information of
Numerex, and affiliates of Numerex, and will have dealings with the customers
and others upon whom reliance is placed by Numerex, in order to protect such
trade secrets and information and the goodwill of Numerex, the Executive agrees
without prejudice to any other duty implied by law and whether or not Numerex
shall have been in breach of this Agreement:
(i) during his employment and for a period of one (1) year after
its termination (howsoever arising) Executive will not, either on his own
account or for any person, firm, company, or organization, solicit or entice or
endeavor to solicit or entice away from Numerex, any employee of Numerex or its
affiliates;
(ii) during his employment and for a period of one (1) year after
its termination (howsoever arising), Executive will not, in competition with any
business carried on by Numerex, or any affiliate of Numerex at the termination
of his employment hereunder, solicit business from any person, firm, company or
organization which, to his knowledge, at any time during the period of twelve
(12) months preceding the termination of his employment hereunder, has dealt
with Numerex or, which to his knowledge is, on the termination of his
employment, in the process of negotiating with Numerex.
(e) While the restrictions contained in this Clause 9 are considered
by the parties to be reasonable in all the circumstances it is recognized that
restrictions of the nature in question may fail for technical reasons unforseen
and, accordingly, it is hereby agreed and declared that if any such restrictions
shall be adjudged to be void as going beyond what is reasonable in all the
circumstances for the protection of the interests of Numerex, but would be
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<PAGE>
valid if part of the wording thereof were deleted or the periods (if any)
thereof were reduced, or the range of activities or area dealt with thereby were
reduced in scope, the said restriction shall apply with such modifications as
may be necessary to make it valid and effective.
10. General Provisions.
(a) Non-Assignability.
Neither this Agreement nor any right or interest hereunder
shall be assignable by the Executive without Numerex's prior written consent;
provided, however, that nothing in this Section 10(a) shall preclude the
executors, administrators, or other legal representatives of the estate of the
Executive from assigning any right hereunder to the person or persons entitled
thereto under the Executive's will or, in case of intestacy, to the person or
persons entitled thereto under the laws of intestacy applicable to the
Executive's estate.
(b) No Attachment.
Except as otherwise required by law, no right to receive
payments under this Agreement shall be subject to anticipation, commutation,
alienation, sale, assignment, encumbrance, charge, pledge or hypothecation or to
execution, attachment, levy or similar process or assignment by operation of
law, and any attempt, voluntary or involuntary, to effect any such action shall
be null, void and of no effect.
(c) Amendment.
No amendment or modification of this Agreement shall be deemed
effective unless and until executed in writing by the parties hereto.
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<PAGE>
(d) Entire Understanding.
This Agreement sets forth the entire understanding between the
parties with respect to the subject matter hereof and cancels and supersedes all
prior oral and written agreements between the parties or otherwise applicable to
Executive, with respect to the subject matter hereof, including, but not limited
to the Severance Agreement dated April 16, 1996 between Executive and the
Company.
11. Reimbursement of Enforcement Expenses.
If the Company fails to pay or provide Employee any of the
amounts due him hereunder or fails to provide Employee with any of the other
benefits due him under this Agreement, and provided the Company does not cure
any such failure within thirty days after having received written notice from
Employee of such failure, Employee shall be entitled to full reimbursement from
the Company for all costs and expenses (including reasonable attorneys' fees and
costs) incurred by Employee in enforcing his rights under this Agreement.
12. Severability.
If for any reason any provision of this Agreement shall be held
invalid, such invalidity shall not affect any other provision of this Agreement
not held so invalid, and all other such provisions shall to the full extent
consistent with law continue in full force and effect. If any such provision
shall be held invalid in part, such invalidity shall in no way affect the rest
of such provision not held so invalid, and the rest of such provision, together
with all other provisions of this Agreement, shall likewise to the full extent
consistent with law continue in full force and effort.
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<PAGE>
13. Headings.
The headings are included solely for convenience of reference and
shall not control the meaning or interpretation of any of the provisions of this
Agreement.
14. Settlement of Disputes.
Any claims, controversies, demands, disputes or differences between
or among the parties hereto or any persons bound hereby arising out of, or by
virtue of, or in connection with, or relating to this Agreement shall be
submitted to and settled by arbitration in the City of Philadelphia,
Pennsylvania, before and in accordance with the rules then obtaining of
JUDICATE. In the event JUDICATE does not exist for settlement of disputes at the
time either or both of the parties desire to submit a claim, controversy,
demand, dispute or difference to arbitration, then such claim, controversy,
demand, dispute or difference shall be submitted to and settled by arbitration
in the City of Philadelphia, Pennsylvania before a single arbitrator who shall
be knowledgeable in the field of business law and employment relations and such
arbitration shall be in accordance with the rules then obtaining of the American
Arbitration Association. Except as provided in Section 11 hereof, the parties
agree to bear joint and equal responsibility for all fees of the arbitrator,
abide by any decision rendered as final and binding, and waive the right to
submit the dispute to a public tribunal for a jury or non-jury trial.
15. Governing Law.
This Agreement has been executed and delivered in the Commonwealth
of Pennsylvania and its validity, interpretation, performance and enforcement
shall be governed
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<PAGE>
by and construed in accordance with the laws thereof applicable to contracts
executed and to be wholly performed in Pennsylvania.
16. Consent to Jurisdiction.
Except as provided in Section 14 hereof, Executive and Numerex
irrevocably consent to the exclusive jurisdiction of the Court of Common Pleas
of Montgomery County, Pennsylvania and/or the United States District Court for
the Eastern District of Pennsylvania in any action or proceeding pursuant to
this Agreement and agree to service of process in accordance with Section 16
herein.
17. Notices.
All notices, requests, demands and other communications hereunder
shall be in writing and shall have been duly given if delivered by hand or
mailed, certified or registered mail, return receipt requested, with postage
prepaid, to the following address or to such other address as either party may
designate by like notice:
A. If to Executive, to:
Charles L. McNew
1407 Plymouth Boulevard
Norristown, PA 19401
B. If to Numerex, to:
100 Four Falls Corporate Center
Suite 407
Route 23 and Woodmont Road
West Conshohocken, PA 19428-2961
Attention: President
and to such other additional person or persons as either party shall have
designated to the other party in writing by like notice.
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<PAGE>
18. Successors, Binding Agreement.
(a) Numerex will require any successor (whether direct or indirect,
by purchase, merger, consolidation, or otherwise) to all or substantially all of
the business and/or assets of Numerex to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that Numerex would be
required to perform it if no such succession had taken place.
(b) This Agreement shall inure to the benefit of and be enforceable
by and inure to the benefit of both Numerex and its successors and assigns and
the Executive and his personal or legal representatives, executors,
administrators, heirs, distributees, devisees, legatees, successors and assigns.
If the Executive should die while any amount is payable to the Executive under
this Agreement all such amounts, unless otherwise provided herein, shall be paid
in accordance with the terms of this Agreement to the Executive's devisee,
legatee, or other designee, or, if there is no such designee, to the Executive's
estate.
EXECUTIVE AFFIRMS THAT THE ONLY CONSIDERATION FOR SIGNING THIS AGREEMENT
ARE THE TERMS STATED HEREIN, THAT NO OTHER PROMISES OR AGREEMENTS OF ANY KIND
HAVE BEEN MADE TO OR WITH HIM BY ANY PERSON OR ENTITY WHATSOEVER TO CAUSE HIM TO
SIGN THIS AGREEMENT, AND THAT HE FULLY UNDERSTANDS THE MEANING AND INTENT OF
THIS DOCUMENT. EXECUTIVE STATES AND REPRESENTS THAT HE HAS BEEN ADVISED, AND HAD
AN OPPORTUNITY, TO DISCUSS FULLY AND REVIEW THE TERMS OF THIS AGREEMENT WITH AN
ATTORNEY. EXECUTIVE FURTHER STATES AND REPRESENTS THAT HE HAS CAREFULLY
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READ THIS AGREEMENT, UNDERSTANDS THE CONDITIONS HEREOF, FREELY AND VOLUNTARILY
ASSENTS TO ALL THE TERMS AND CONDITIONS HEREOF, AND SIGNS THE SAME AS HIS OWN
FREE ACT.
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<PAGE>
IN WITNESS WHEREOF, Numerex has caused this Agreement to be executed and
its seal to be affixed hereto by its officers thereunto duly authorized, and the
Executive has signed this Agreement this 15th day of July, 1998.
ATTEST: NUMEREX CORP.
By: /s/ Gordon T. Ray
- -------------------------- -------------------------------------
Gordon T. Ray, Acting President and
Acting Chief Executive Officer
WITNESS: EXECUTIVE
/s/ Charles L. McNew
- -------------------------- ------------------------------------------
Charles L. McNew
EXHIBIT 10.20
INCENTIVE COMPENSATION PROGRAM FOR FY 99
FOR EXECUTIVE LEVEL EMPLOYEES
Each executive will have the opportunity to earn incentive compensation as a
function of revenue and operating income attainment. The formula based program
will allow each participant to earn incentive compensation which ranges between
20-24% of base salary.
The incentive compensation is only payable upon the achievement of full year
objectives.
Incentive compensation under this program is based entirely on revenue growth
and bottom line performance. This type of sharp focus is essential in a
multi-divisional corporation, as it clearly communicates our corporate goals to
each executive.
Operating company executives will earn incentive compensation as a function of
their respective operating company's performance, not NumereX performance.
NumereX executives will be paid based on NumereX's overall performance.
The annual formula provides for no bonus payment until 87.5% of plan is
attained. From 87.5% to 100%, bonuses are also calculated in a linear fashion.
The formula-based approach allows for increased incentive compensation for over
achievement.
EXHIBIT 10.26
Consulting Agreement
This consulting agreement (the "Agreement"), is made effective as of this
7th day of July 1998 by and between NumereX Corp. ("Company") and John J. Reis
("Consultant").
Whereas, for personal reason, Mr. Reis has today resigned as President,
Chief Executive Officer and as a director of NumereX;
Whereas, the Company is desirous of having Mr. Reis serve as a consultant
to the Company to assure a smooth transition.
Now, therefore, upon the mutual promises and covenants of the parties and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, and intending to be legally bound, the parties agree as
follows:
1. Consultant shall provide consulting services for a period of
60 days (the "Consulting Period") from the date hereof as may be
reasonably requested by the Company.
2. As compensation therefor, during the Consulting Period,
Consultant shall receive a base salary, based upon the annual
compensation of $322,000.00.
<PAGE>
3. Consultant shall receive medical benefits for a period
terminating fourteen months from the date hereof, comparable to the
medical benefits which were in effect on the date hereof.
4. Consultant shall continue to receive reimbursement for automobile
expenses, including lease payments as were applicable on the date
hereof, for a period terminating fourteen months from the date
hereof.
5. Consultant shall receive reimbursement for outplacement related
expenses incurred by him, not to exceed $25,000.00.
6. Consultant agrees to return to the Company any and all Company
property in his possession, whether in Virginia or Pennsylvania.
7. The Company shall use its best efforts to protect the value of
stock options granted to date (including options to purchase 75,000
shares granted in June 1998) which have been granted to the
Consultant by the Company, provided such does not have an adverse
effect on the Company or the Consultant. In this regard, the parties
hereto undertake, in good faith, a satisfactory resolution with
regard to the aforesaid stock options.
<PAGE>
8. The parties hereto acknowledge that nothing herein shall effect
the Employment Agreement dated June 3, 1996 which shall continue to
be binding between the parties hereto, and Consultant shall be
entitled to the benefits set forth in Sections 7(a) and 7(e).
9. For purposes of this Agreement, Consultant shall be treated as an
employee of the Company.
NumereX Corp.
Date: 7-13-98 By: /s/ Gordon T. Ray
---------------- -------------------------------
Gordon T. Ray
Acting President and
Chief Executive Officer
Consultant
Date: 7-13-98 By: /s/ John J. Reis
---------------- ---------------------------------
John J. Reis
EXHIBIT 11
COMPUTATION OF EARNINGS PER SHARE
(In thousands, except per share data)
(A) Computation of the weighted average number of shares of common stock
outstanding for the fiscal years ended October 31, 1993, 1994, 1995, 1996,
1997 and 1998.
<TABLE>
<CAPTION>
Shares of Weighted
1993 Common Stock Shares Outstanding
- ---- ------------ -------------------
<S> <C> <C>
November 1, 1992 to October 31, 1993 6,400 6,400
Shares issued in connection with the
acquisition of DA Systems 1,625 423
Shares issued in connection with the
acquisition of Versus Technology UK 1,208 198
----- ------
Total 9,233 7,021
===== ======
1994
- ----
November 1, 1993 to October 31, 1994 9,233 9,233
Shares issued in connection with the
February 28, 1994 Stock Exchange 392 263
Shares purchased by a member of senior
management in connection with the
Digilog acquisition 10 3
----- ------
Total 9,635 9,499
===== ======
1995
- ----
November 1, 1994 to October 31, 1995 9,635 9,635
Shares issued in connection with
public offering 1,875 961
Shares issued in connection with
the underwriters exercise of an
overallotment option 88 37
----- ------
Total 11,598 10,633
====== ======
1996
- ----
November 1, 1995 to October 31, 1996 11,598 11,598
Shares acquired and held in treasury (310) (66)
----- ------
Total 11,288 11,532
====== ======
1997
- ----
November 11, 1996 to October 31, 1997 1,288 11,288
Shares acquired and held in treasury (375) (211)
------ ------
Total 10,913 11,077
====== ======
1998
- ----
November 1, 1997 to October 31, 1998 10,913 10,913
Shares issued in connection with exercise of
stock options 12 10
Shares acquired and held in treasury (350) (105)
----- ------
Total 10,575 10,818
====== ======
</TABLE>
<PAGE>
(B) Computation of Earnings per Share:
Computation of earnings per share is net (loss) income divided by the
weighted average number of shares of common stock outstanding for the
fiscal years ended October 31, 1993, 1994, 1995, 1996, 1997 and 1998.
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net (loss) income (pound) 2,464 (pound) 5,885 (pound) 5,140 (pound) (3,605) (pound) 2,187 (pound) (6,745)
------ ------ ------ ------ ------ ------
Weighted average number
of shares of common
stock outstanding 7,021 9,499 10,633 11,532 11,077 10,818
====== ====== ====== ====== ====== ======
Earnings per share (pound) 035 (pound) 0.62 (pound) .48 (pound) (0.31) (pound) (0.20) (pound (0.62)
====== ====== ====== ====== ====== ======
</TABLE>
Note: The Company adopted FAS 128 for the year ended October 31, 1998. No
restatement of prior year's earnings per share was required. There are no
material differences between basic earnings per share (above) and diluted
earnings per share as a result of "in the money" potential common shares
not being significant.
Selected Consolidated Financial Data
<TABLE>
<CAPTION>
Year Ended October 31,
----------------------------------------------------------------------------------
1998 1997 1996 1995 1994
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Statement of Income Data:
Net Sales:
Derived Channel Systems (pound)8,114 (pound)10,594 (pound)13,258 (pound)14,879 (pound)15,645
Intrusion alarm, broadband, and network
management products 6,372 7,082 4,934 6,166 5,592
Wireless products 705 -- -- -- --
------ ------ ------ ------ ------
Total net sales 15,191 17,676 18,192 21,045 21,237
Cost of sales (7,396) (8,830) (9,961) (8,432) (8,405)
Inventory write-downs (1,325) -- (1,473) -- --
------ ------ ------ ------ ------
Gross profit 6,470 8,846 6,758 12,613 12,832
Selling, general, administrative and other (12,319) (7,496) (7,716) (5,715) (3,889)
Special charges (962) -- (2,721) -- --
------ ------ ------ ------ ------
Operating profit (loss) (6,811) 1,350 (3,679) 6,898 8,943
Net interest and other income (expense) 647 1,513 1,069 773 71
Equity in net losses of affiliate (254) -- -- -- --
Minority interest 443 -- -- -- --
------ ------ ------ ------ ------
Income (loss) before income taxes (5,975) 2,863 (2,610) 7,671 9,014
Income taxes 770 676 995 2,531 3,129
------ ------ ------ ------ ------
Net income (loss) (pound)(6,745) (pound)2,187 (pound)(3,605) (pound)5,140 (pound)5,885
====== ====== ====== ====== ======
Basic and diluted
earnings (loss) per share (pound)(0.62) (pound)0.20 (pound)(0.31) (pound)0.48 (pound)0.62
====== ====== ====== ====== ======
Weighted average shares outstanding 10,818 11,077 11,532 10,633 9,449
Working capital (pound)10,719 (pound)20,959 (pound)23,187 (pound)28,252 (pound)7,741
Total assets (pound)32,936 (pound)32,509 (pound)29,982 (pound)37,353 (pound)17,115
Debt (pound)3,627 (pound)2,688 (pound)-- (pound)-- (pound)12
Shareholders' equity (pound)19,448 (pound)27,034 (pound)26,300 (pound)32,076 (pound)10,389
</TABLE>
1
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations
General
Numerex is a telecommunications company comprised of business entities providing
an array of information transport products and services. The following is a
discussion of the consolidated financial condition and results of operations of
the Company for the fiscal years ended October 31, 1998, 1997, and 1996. This
discussion should be read in conjunction with the Company's consolidated
financial statements, the related notes thereto, and the other financial
information included elsewhere in this report.
Overview
The Company's history began on July 13, 1992 when Bronzebase acquired 90% of the
outstanding stock of Versus Technology UK and certain proprietary intellectual
property rights, including rights to Derived Channel technology and the rights
to market such technology in certain countries, including the United Kingdom.
Bronzebase acquired the remaining Versus Technology UK stock in September 1993.
In February 1994, as a result of a stock exchange, Bronzebase and its
subsidiary, Versus Technology UK, became subsidiaries of Numerex Corp. For
financial reporting purposes, the Company's results of operations prior to the
date of the Stock Exchange are those of Bronzebase and its predecessor, Versus
Technology UK.
In July 1994, the Company completed the stock for stock acquisition of DA
Systems. Because the shareholders of the Company and DA Systems were
substantially the same prior to the acquisition, the historical financial
statements for the Company have been restated to combine the Company with DA
Systems for all periods subsequent to July 28, 1993, the date on which common
control first existed. DA Systems was subsequently sold in May 1997. In July
1994 and November 1994, the Company acquired the assets comprising its Digilog
and DCX Systems subsidiaries, respectively. These acquisitions were cash
transactions and have been recorded under the purchase accounting method.
In February 1997, the Company acquired 100% of the outstanding common
stock of Broadband Networks, Inc. The acquisition was accounted for using the
purchase method of accounting. On July 17, 1997, the Company invested
(pound)605,000 ($1,000,000) in return for 19.5% of the common stock of UPLINK
Security, Inc. Due to the Company's inability to exert significant influence
over the operations of UPLINK, the Company accounted for the investment in
UPLINK using the cost method of accounting. Various options contained in the
agreements provided the Company a means of acquiring a controlling interest in
UPLINK. On May 18, 1998, the Company acquired an additional 78,795 shares of
UPLINK Security, Inc. from certain existing shareholders for approximately
(pound)873,000 ($1,444,000) including 89,763 Numerex common stock warrants with
a strike price of $6.00. This stock purchase increased the Company's ownership
interest in UPLINK to 85% and, as a result, UPLINK was consolidated with the
Company effective May 18, 1998.
As a result of the acquisition of a controlling interest in UPLINK, the
Company was required under generally accepted accounting principles to restate
its investment in UPLINK from the cost method to the equity method for the first
and second quarters of fiscal year ended October 31, 1998. The effect of the
restatement for the fiscal year ended October 31, 1998, was a charge of
(pound)236,000 ($390,000). The financial statement effect of the change in
method on periods prior to fiscal 1998 was not significant.
2
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
On May 15, 1998, the Company, BellSouth Wireless, Inc.
("BellSouthWireless") and BellSouth Corporation completed a transaction whereby
Cellemetry LLC ("Cellemetry") a joint venture between Numerex and BellSouth
Wireless, was formed. Cellemetry, a Delaware limited liability company, is owned
60% by Numerex and 40% by BellSouthWireless. The parties have entered into an
operating agreement (the"Operating Agreement") which deals with, among other
things, the conduct of the business of Cellemetry. Pursuant to the Operating
Agreement, the Company will make cash contributions of up to $15.5 million
during the first two years of Cellemetry's operations. According to the
Operating Agreement, at the end of the three years if certain revenue targets
have been met by Cellemetry, no additional contribution from the Company will be
required. However, if, at the end of three years, the revenue targets are not
met, the Company is required to make an additional $3.75 million cash
contribution or contribute certain equity interests it has in Uplink. Also,
according to the Operating Agreement, Cellemetry must achieve certain specific
cumulative revenue and operating goals by the third anniversary of the formation
date. If these performance goals are not met, the Company may, at its sole
option, elect that BellSouth put its ownership interest in Cellemetry to the
Company for $15.33 million, plus interest at a 13% annual compound rate or begin
a process to dissolve Cellemetry which would include a transfer of the initially
contributed intellectual property to BellSouth. In addition, the Operating
Agreement provides certain restrictions as to distributions and the right to
transfer ownership interests in Cellemetry. Cellemetry has elected to be taxed
as a partnership for federal, state and foreign income tax purposes.
The Company has recorded the assets contributed by BellSouth to Cellemetry
at fair value on the date of contribution. The results of operations and
financial position of Cellemetry were consolidated with the Company effective
May 15, 1998, since the Company controls the operations of Cellemetry. The fair
value of the patents contributed to Cellemetry was $10,603,000 which is being
amortized over their remaining life of 16 years. In addition, BellSouth
contributed property and equipment to Cellemetry valued at $285,000. At October
31, 1998 Cellemetry's net assets were $13.5 million. In accordance with a
schedule of capital contribution, the Company contributed cash totaling
$5,500,000 to Cellemetry out of a total cash commitment of $15,500,000. The
balance of the Company's capital contribution is required to be funded as
follows: $8.0 million in fiscal 1999 and $2.0 million in fiscal 2000.
The Company generates substantially all of its net sales from recurring
service revenues and the sale of various equipment, systems and software
products to its customers. Products are typically shipped soon after order
placement. Therefore, sales order backlog historically has not been a meaningful
indicator for the Company. The Company presently generates a significant amount
of its net sales from product sales to an established customer base, principally
British Telecom, the Company's largest customer, and to an established network
of alarm system distributors and installers.
3
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
The Company currently publishes its consolidated financial statements in
British pounds sterling, the functional currency of the country in which a
substantial majority of the Company's net sales have historically been
generated.
Results of Operations
The following table sets forth, for the periods indicated, the percentage of net
sales represented by selected items in the Company's Consolidated Statements of
Operations.
<TABLE>
<CAPTION>
Year Ended October 31,
-----------------------------------------
1998 1997 1996
------ ------ ------
<S> <C> <C> <C>
Net Sales:
Derived Channel Systems 53.4% 59.9% 72.9%
Intrusion alarm, broadband and network
management products1 41.9 40.1 27.1
Wireless products 4.7 -- --
----- ----- -----
Total net sales 100.0 100.0 100.0
Cost of sales 48.7 50.0 54.8
Inventory write-downs 8.7 8.1
----- ----- -----
Gross profit 42.6 50.0 37.1
Selling, general, administrative and other 81.1 42.4 42.4
Special charges 6.3 14.9
----- ----- -----
Operating income (loss) (44.8) 7.6 (20.2)
===== ===== =====
Net income (loss) (44.4%) 12.4% (19.8%)
===== ===== =====
</TABLE>
(1) The Company acquired BNI in March 1997 and sold DA in May 1997. The above
table includes sales of broadband products only for the years ended October 31,
1998 and 1997, and intrusion alarm products for all periods through April 30,
1997.
Forward-Looking Statements
The information contained in this Annual Report to Shareholders contains
forward-looking statements (as such term is defined in the Securities Exchange
Act of 1934 and the regulations thereunder), including without limitation,
statements as to trends or management's beliefs, expectations or opinions, which
are based upon a number of assumptions concerning future conditions that
ultimately may prove to be inaccurate.
Such forward-looking statements are subject to risks and uncertainties and
may be affected by various factors which may cause actual results to differ
materially from those in the forward-looking statements. Certain of these risks,
uncertainties and other factors, are discussed in the Company's Annual Report on
Form 10-K for the year ended October 31, 1998.
4
<PAGE>
Management's Discussion and Analysis Of Financial Condition
And Results of Operations (continued)
Fiscal Years Ended
October 31, 1998 and 1997
Net sales decreased 14.1% to (pound)15.2 million for fiscal year ended October
31, 1998 as compared to (pound)17.7 million in fiscal 1997. The principal reason
for the decline was a lack of significant Derived Channel sales to the Canadian
and Latin American markets and a reduction in network equipment sales in the
United Kingdom. The Company believes that the network equipment coverage in the
United Kingdom (greater than 90%) may limit the potential for significant growth
in the United Kingdom for network equipment. Intrusion alarm, broadband and
network management product sales decreased by (pound)0.7 million in fiscal 1998
as compared to fiscal 1997. The principal reasons for the decrease was the
elimination of sales of intrusion alarm products due to the sale of DA Systems
Ltd., effective May, 1997, which was partially offset by increases in sales of
broadband and network management products. Wireless product sales were
(pound)0.7 million resulting from the acquisition of a controlling interest in
UPLINK Security and the formation of Cellemetry LLC in May, 1998.
Cost of sales decreased moderately by 1.2% to (pound)8.7 million for
fiscal year 1998 as compared to (pound)8.8 million for fiscal 1997. There was a
decrease in product cost due to a decline in net sales which was offset by the
inclusion of inventory write-downs of (pound)1.3 million which were the result
of two non-performing contracts and the decision to abandon specific sales
initiatives for certain Derived Channel markets. Gross profit, as a percentage
of net sales, decreased to 42.6% for fiscal 1998 as compared to 50.0% for fiscal
1997. The decrease in gross profit margin was primarily due to the inclusion of
an inventory obsolescence charge in fiscal 1998 which was somewhat offset by a
shift in sales mix to higher margin products principally due to the elimination
of the intrusion alarm product line.
Selling, general, administrative and other expenses increased 77.2% to
(pound)13.3 million for fiscal 1998 as compared to (pound)7.5 million for fiscal
1997. The principal reason for the increases were the inclusion of the operating
expenses from the wireless product line (Cellemetry LLC and UPLINK, acquired in
May, 1998) as well as the Company's continuing investment in product development
and sales and marketing programs. In addition, the Company recorded a pre-tax
special charge of (pound)1.0 million. Charges of (pound)0.7 million relate to
the write-off of intangible assets, principally developed software costs and
territorial rights which have been rendered obsolete as a result of the
Company's decision to abandon certain specific Derived Channel sales and
marketing initiatives for which future direct revenues are no longer expected.
Charges of (pound)0.3 million result from severance and termination benefit
costs for five employees with principally corporate responsibilities relating to
the relocation of the Company's headquarters to Atlanta. There were also
additional charges to selling, general and administrative expenses amounting to
(pound)1.3 million for the write-off of certain uncollectable receivables
resulting from two non-performing contractual relationships and (pound)0.6
million related to consulting fees and other charges.
The combined impact of all fourth quarter charges in fiscal 1998 was
approximately (pound)4.2 million. The charges, which are classified in both cost
of sales and selling, general, administrative and other, related to inventory
write-downs, uncollectable receivables, special charges and consulting fees as
discussed above.
Interest and other income (net) decreased 57.2% to (pound)0.6 million for
the fiscal year ended October 31, 1998 as compared to (pound)1.5 million in
fiscal 1997. The decrease was principally related to a decrease in interest
income generated by temporary cash investments and the inclusion of interest
expense on the Revolving Credit Facility, which was used in conjunction with the
BNI acquisition and for general working capital purposes. In addition, there was
a gain recognized on the sale of DA for fiscal 1997.
5
<PAGE>
Management's Discussion and Analysis Of Financial Condition
And Results of Operations (continued)
The Company acquired a controlling interest in UPLINK in May 1998, and as
a result of the Company's 19.5% investment in UPLINK from July, 1997 to May,
1998, there was a charge of (pound)0.3 million for fiscal 1998 that represented
the Company's equity in the net losses of UPLINK. Additionally, the Company
recorded minority interest in the losses of Cellemetry LLC for the same period
of (pound)0.4 million.
The Company recorded a tax provision of (pound)0.8 million for fiscal 1998
despite the pre-tax losses. Certain losses arising from United States operations
were not deductible during fiscal 1998, while earnings from United Kingdom
operations were fully taxable. The effective income tax rate for fiscal 1997 was
23.6%. The income taxes recorded by the Company differ from the amounts computed
by applying statutory U.S. federal income tax rates principally due to the tax
benefits resulting from the distribution of U.K. earnings during fiscal 1997
which was partially offset by unrecognized deferred tax benefits arising from
certain U.S. losses.
The decrease in net sales, increase in selling, general and administrative
expenses and the inclusion of the inventory write-down and special charges
resulted in a net loss of (pound)6.7 million for fiscal 1998 as compared to net
income of (pound)2.2 million for fiscal 1997.
As a result of the Company's stock buyback program, weighted average
shares and potential shares outstanding on a diluted basis declined to 10.8
million in fiscal 1998 as compared to 11.1 million in fiscal 1997.
Fiscal Years Ended
October 31, 1997 and 1996
Net sales decreased 2.8% to (pound)17.7 million for the
fiscal year ended October 31,1997 as compared to (pound)18.2 million in fiscal
1996. Derived Channel product sales declined by (pound)2.7 million in fiscal
1997 as compared to fiscal 1996. The principal reasons for the decline were a
reduction in network equipment sales in the United Kingdom and a decrease in
sales in the United Kingdom and a decrease in sales of Subscriber Terminal Units
(STUs) as a result of the sale of DA, which was partially offset by the
inclusion of royalty revenue for the right to manufacture certain intrusion
alarm products through a license agreement with the acquirer of DA. The Company
believes that the network equipment coverage in the United Kingdom (greater than
90%) may limit the potential for significant growth in the United Kingdom for
network equipment, although STU sales in the United Kingdom remained level
throughout fiscal 1997 and 1996. Intrusion alarm, broadband and network
management product sales increased by (pound)2.1 million in fiscal 1997 as
compared to fiscal 1996. The principal reasons for the increase were the
inclusion of sales of broadband products and services (from BNI which was
acquired in February 1997) and a modest improvement in sales of network
management products. These increases in sales were partially offset by the
reduction in sales of intrusion alarm products due to the sale of DA, effective
May, 1997.
Cost of sales decreased 22.8% to (pound)8.8 million for fiscal year 1997
as compared to (pound)11.4 million for fiscal 1996. This primarily resulted from
a shift in sales mix to higher margin products principally due to the
elimination of DA Systems, Ltd. and its intrusion alarm produce line and the
inclusion of broadband products and services. There were no inventory
write-downs in fiscal 1997, whereas inventory write-downs of (pound)1.5 million
recorded in fiscal 1996 were the result of determining certain inventory items
to be obsolete due to market conditions. Gross profit, as a percentage of net
sales, increased to 50.0% for fiscal 1997 as compared to 37.7% for fiscal 1996.
The increase in gross profit margin was primarily due to the absence of an
inventory obsolescence charge in fiscal 1997 as compared to fiscal 1996 and a
shift in sales mix to higher margin products.
6
<PAGE>
Management's Discussion and Analysis Of Financial Condition
And Results of Operations (continued)
Selling, general, administrative and other expenses decreased 2.9% to
(pound)7.5 million for fiscal 1997 as compared to (pound)7.7 million for fiscal
1996. The decrease was principally related to the elimination of underperforming
product lines and a decrease in legal and other expenses. In addition, one-time
special charges of (pound)2.7 million were recorded in fiscal 1996. These
special charges related principally to fixed and intangible asset impairment
provisions for certain obsolete products and settlement of litigation. There
were no special charges in fiscal 1997.
Other income and expense increased 41.5% to (pound)1.5 million for the
fiscal year ended October 31, 1997 as compared to (pound)1.1 million in fiscal
1996. The increase was principally related to a credit on the sale of DA, which
was partially offset by a decrease in interest income generated by temporary
cash investments and the inclusion of interest expense on the Company's
revolving credit facility, which was used in conjunction with the BNI
acquisition.
The Company recorded a tax provision of (pound)0.7 million for fiscal
1997. The effective income tax rate for fiscal 1997 was 23.6%. The income taxes
recorded by the Company differ from the amounts computed by applying statutory
U.S. federal income tax rates principally due to the tax benefits resulting from
the distribution of U.K. earnings during fiscal 1997, which was partially offset
by unrecognized deferred tax benefits arising from certain U.S. losses.
The absence of inventory obsolescence and special charges, the increase in
gross profit margins, the increase in other income and expenses and a decrease
in the effective tax rate in fiscal 1997, resulted in a net income of (pound)2.2
million as compared to a net loss of (pound)3.6 million in fiscal 1996.
As a result of the Company's stock buyback program, weighted average
shares outstanding declined to 11.1 million in fiscal 1997 as compared to 11.5
million in fiscal 1996.
Selected Quarterly Financial
Data; Seasonality
The following table shows certain unaudited financial data of the Company for
each quarter of the last two fiscal years. This information has been prepared
from the books and records of the Company in accordance with generally accepted
accounting principles for interim financial information. In the opinion of
management, all adjustments (including only normal, recurring adjustments)
considered necessary for a fair presentation have been included. Interim results
for any quarter are not necessarily indicative of the results that may be
expected for any future period.
7
<PAGE>
Selected Quarterly Financial Data (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
------------------------------------------------------------------
January 31, April 30, July 31, October 31,
1998 1998 1998 1998(1)
------------------------------------------------------------------
(in thousands)
Net sales:
<S> <C> <C> <C> <C>
Derived Channel Systems (pound)2,775 (pound)1,933 (pound)2,132 (pound)1,274
Intrusion alarm and network
management products 1,333 1,481 1,950 1,608
Wireless products -- -- 301 404
----- ----- ----- -----
Total net sales 4,108 3,414 4,383 3,286
Gross profit 2,035 1,881 2,410 144
Operating profit (loss) 105 (385) (505) (6,026)
Net income (loss) 86 (453) (495) (5,883)
<CAPTION>
Three Months Ended
------------------------------------------------------------------
January 31, April 30, July 31, October 31,
1997 1997 1997 1997
------------------------------------------------------------------
(in thousands)
Net sales:
Derived Channel Systems (pound)2,656 (pound)2,753 (pound)2,494 (pound)2,691
Intrusion alarm and network
management products 1,487 2,392 1,581 1,622
----- ----- ----- -----
Total net sales 4,143 5,145 4,075 4,313
Gross profit 1,942 2,510 2,256 2,138
Operating profit (loss) 142 530 610 68
Net income (loss) 241 455 857 634
</TABLE>
(1) Net income for the fourth quarter includes pre-tax charges of (pound)4.2
million, primarily related to inventory write-downs, write-off of uncollectible
receivables, special charges and consulting fees.
8
<PAGE>
Management's Discussion and Analysis Of Financial Condition
And Results of Operations (continued)
The Company's financial results may fluctuate from quarter to quarter as a
result of factors, including the timing of product shipments and new product
introductions as well as certain major network equipment software sales to
telephone companies that historically have been of a non-recurring nature.
Liquidity and Capital Resources
The Company has been able to fund its operations and working capital
requirements principally from the proceeds from a public offering completed in
April 1995. Net cash used by operating activities was (pound)2.1 million for the
fiscal year ended October 31, 1998 as compared to net cash provided of
(pound)0.3 million in fiscal 1997. The decrease from 1997 was primarily due to
net losses.
Net cash used in investing activities decreased to (pound)2.3 million for
the fiscal year ended October 31, 1998 as compared to (pound)4.0 million in
fiscal 1997. The Company acquired BNI during 1997 and made investments in UPLINK
during 1998. The Company also had reduced expenditures for capitalized software
during 1998.
Net cash provided by financing activities decreased to (pound)0.1 million
for the fiscal year ended October 31, 1998 as compared to (pound)1.2 million in
fiscal 1997. The decrease was principally due to the net effect of a decline in
the borrowings under the Company's revolving credit facility and a decrease in
the purchase of treasury stock.
The Company had working capital balances of (pound)10.7 million and
(pound)21.0 million as of October 31, 1998 and 1997, respectively.
The Company's business has not been capital intensive and, accordingly,
capital expenditures have not been material. To date, the Company has funded all
capital expenditures from working capital, proceeds from the public offering and
funds available under its revolving credit facility. Presently, the Company is
obligated to fund the operations of Cellemetry LLC (which will require $8.0
million in fiscal 1999 and $2.0 million in fiscal 2000). Expansion of the
Company's Derived Channel Systems business in the UK and certain other
international markets and the potential expansion of the Company's broadband
product line may require greater capital investments than it has in the past.
In January 1999, the Company terminated its revolving credit facility and
repaid amounts due including interest. In order to meet the Company's expected
1999 funding requirements, additional financing will be necessary. Management
believes that the Company will be successful in meeting its 1999 funding needs.
The Company believes that its available cash and funds from potential
lending sources, will be sufficient to finance its operating and capital
requirements at least through the fiscal year ending October 31, 1999. The
Company will have funding obligations for Cellemetry LLC and UPLINK as both
entities are expected to be cash flow negative for the balance of fiscal year
1999. Cash requirements for future expansion of the Company's operations will be
evaluated on an as-needed basis and may involve the use of external financing.
Effect of Inflation
Inflation has not been a material factor affecting the Company's business. In
recent years, the cost of electronic components has remained relatively stable
due to competitive pressures within the industry, which has enabled the Company
to contain its production costs. The Company's general operating expenses, such
as salaries, employee benefits, and facilities costs, are subject to normal
inflationary pressures.
9
<PAGE>
Management's Discussion and Analysis Of Financial Condition
And Results of Operations (continued)
Foreign Currency
Currently, the Company's functional and reporting currency is British pound
sterling because a substantial majority of the Company's net sales have
historically been generated in the United Kingdom. Fluctuations in foreign
currency exchange rates are not expected to have a material impact on the
Company's results of operations or liquidity.
It is anticipated that in 1999 the Company's reporting currency will
become the U.S. dollar.
Year 2000 Matters
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any of the Company's
computer programs that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.
The Company has initiated formal communications with its significant
vendors to determine the extent to which the Company is exposed to such issues.
Based on responses to date and the Company's own evaluation of the Year 2000
Issue, management has determined that the Year 2000 issue will not pose
significant operational or financial problems to the Company. However, there can
be no assurances that the information technology and non-information technology
systems of other companies on which the Company's systems rely will be converted
on a timely basis and would not have an adverse effect on the Company's systems.
To date, the Company has not incurred significant costs related to the Year 2000
issue. It is management's belief that any potential costs associated with the
Year 2000 Issue will not be material to the Company's results of operations in
any given year. The foregoing is a Year 2000 readiness disclosure made pursuant
to the terms and protections of the Year 2000 Information and Readiness
Disclosure Act.
10
EXHIBIT 21
SUBSIDIARIES OF NUMEREX CORP.
NumereX Investment (Tier 1)
Bronzebase Limited (Tier 2)
Versus Technology Limited (Tier 3)
DCX Systems (Tier 2)
DCX Systems, Inc. (Tier 1)
Digilog Inc. (Tier 1)
Broadband Networks Inc.(1) (Tier 1)
Cellemetry LLC
(60% interest)(2)
UPLINK Security, I (Tier 1)
(85% interest)
- --------
1 Company owns 100% of outstanding common stock, which upon the exercise of
employee stock options, could be reduced to 82%.
2 Remaining 40% interest owned by BellSouth Wireless, Inc.
EXHIBIT 23
INDEPENDENT AUDITORS' REPORT
Numerex Corp.:
We consent to the incorporation by reference in Registration Statement No.
333-38667 of Numerex Corp. on Form S-8 of our report dated December 16, 1998,
except for Note 16, as to which the date is January 8, 1999, appearing in and
incorporated by reference in this Annual Report on Form 10-K of Numerex Corp.
for the year ended October 31, 1998.
/s/ Deloitte & Touche LLP
- ---------------------------------
Deloitte & Touche LLP
Philadelphia, Pennsylvania
January 28, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<CURRENCY> British Pounds
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-END> OCT-31-1998
<EXCHANGE-RATE> 1.6542
<CASH> 11,365
<SECURITIES> 0
<RECEIVABLES> 3,361
<ALLOWANCES> 195
<INVENTORY> 2,571
<CURRENT-ASSETS> 18,300
<PP&E> 3,349
<DEPRECIATION> 1,612
<TOTAL-ASSETS> 32,936
<CURRENT-LIABILITIES> 7,581
<BONDS> 0
0
0
<COMMON> 18,362
<OTHER-SE> 1,086
<TOTAL-LIABILITY-AND-EQUITY> 32,936
<SALES> 15,191
<TOTAL-REVENUES> 0
<CGS> 7,396
<TOTAL-COSTS> 8,721
<OTHER-EXPENSES> 13,281
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (5,975)
<INCOME-TAX> 770
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,745)
<EPS-PRIMARY> (.62)
<EPS-DILUTED> (.62)
</TABLE>
