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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended DECEMBER 31, 1996 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number: 0-20815
INVISION TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-3123544
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3420 E. THIRD AVENUE, FOSTER CITY, CALIFORNIA 94404
(Address of principal executive offices, including zip code)
(415) 578-1930
(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
NONE
Securities Registered Pursuant to Section 12(g) of the Act:
COMMON STOCK, $.001 PAR VALUE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Based on the closing sale price of $16.00 on March 25, 1997, the aggregate
market value of the voting stock held by non-affiliates of the Registrant was
$58,921,648. For purposes of this computation, voting stock held by officers
and directors of the Registrant has been excluded. Such exclusion is not
intended, and shall not be deemed, to be an admission that such officers and
directors are affiliates of the Registrant.
On March 25, 1997, there were 9,205,784 shares of the Registrant's Common
Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Registrant's Annual Report to Stockholders for the year
ended December 31, 1996 are incorporated by reference in Part II, Items 6, 7 and
8.
2. Portions of the Registrant's definitive Proxy Statement for the
Registrant's Annual Meeting of Stockholders to be held June 12, 1997, which will
be filed with the Securities and Exchange Commission, are incorporated by
reference in Part III, Items 10, 11, 12 and 13.
INVISION TECHNOLOGIES, INC.
TABLE OF CONTENTS
PAGE
COVER PAGE
TABLE OF CONTENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . i
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . 16
Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . 16
Item 4. Submission of Matters to a Vote of Security Holders. . . . . 16
PART II. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . 18
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . . . . 18
Item 8. Financial Statements and Supplementary Data . . . . . . . . . 18
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure. . . . . . . . . . . . . . . . . . . 18
PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Item 10. Directors and Executive Officers of the Registrant . . . . . 19
Item 11. Executive Compensation. . . . . . . . . . . . . . . . . . . . 19
Item 12. Security Ownership of Certain Beneficial Owners and
Management. . . . . . . . . . . . . . . . . . . . . . . . . . 19
Item 13. Certain Relationships and Related Transactions. . . . . . . . 19
PART IV. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
POWER OF ATTORNEY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
i.
PART I.
Item 1. BUSINESS.
THE FOLLOWING DISCUSSION MAY CONTAIN FORWARD LOOKING STATEMENTS WHICH
INVOLVE RISKS AND UNCERTAINTIES. WHEN USED IN THIS DISCUSSION, THE WORDS
"ANTICIPATE," "BELIEVE," "ESTIMATE," AND "EXPECT" AND SIMILAR EXPRESSIONS AS
THEY RELATE TO THE COMPANY OR ITS MANAGEMENT ARE INTENDED TO IDENTIFY SUCH
FORWARD LOOKING STATEMENTS. THE COMPANY'S ACTUAL RESULTS, PERFORMANCE OR
ACHIEVEMENTS COULD DIFFER MATERIALLY FROM THE RESULTS EXPRESSED IN, OR
IMPLIED BY, THESE FORWARD LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR
CONTRIBUTE TO SUCH DIFFERENCES INCLUDE RISKS RELATED TO MARKET ACCEPTANCE OF
THE COMPANY'S SINGLE PRODUCT, FLUCTUATIONS IN THE COMPANY'S QUARTERLY AND
ANNUAL OPERATING RESULTS, THE LOSS OF ORDERS OF THE COMPANY'S PRODUCT,
INCLUDING THE LOSS OF THE COMPANY'S MOST RECENT ORDER FROM THE FAA, LOSS OF
ANY OF THE COMPANY'S SOLE SOURCE SUPPLIERS, INTENSE COMPETITION, RELIANCE ON
LARGE ORDERS, CONCENTRATION OF THE COMPANY'S CUSTOMERS, RISKS RELATED TO THE
LENGTHY SALES CYCLES FOR THE CTX 5000, BUDGETING LIMITATIONS OF THE COMPANY'S
CUSTOMERS AND PROSPECTIVE CUSTOMERS, AND THE RISKS RELATED TO THE COMPANY'S
LIMITED MANUFACTURING EXPERIENCE, AS WELL AS THOSE DISCUSSED IN "BUSINESS
RISKS" AND ELSEWHERE IN THIS FORM 10-K.
GENERAL
InVision is the worldwide leader in explosive detection technology. The
Company develops, manufactures, markets and supports an explosive detection
system for civil aviation security based on advanced CT technology. To date,
the Company's CTX 5000 is the only EDS to be certified by the FAA for use in
the inspection of checked luggage on commercial flights. Historically, the
FAA has been the leader in establishing standards for aviation security
worldwide, and the Company believes that airports around the world will
migrate over time towards security policies consistent with those of the FAA.
As a result, the Company believes that the CTX 5000 is well positioned to
become the industry standard. In December 1996, the Company received an
order from the FAA for 54 CTX 5000 systems to be installed at the busiest
U.S. airports. For the fiscal year ended December 31, 1996, the Company had
revenues of $15.8 million, and at March 1, 1997 had orders in backlog in the
amount of $55.0 million. As of March 1, 1997, 30 CTX 5000 systems had been
shipped to twelve airports in seven countries around the world.
The Company believes that the CTX 5000 is the only EDS capable of
detecting all types of explosives designated by the FAA to be a threat to
commercial aviation and that the CTX 5000 is superior to competing systems by
virtue of its advanced detection technology. The CTX 5000 is capable of
capturing and processing substantially more data than other explosive
detection systems. The Company believes that there are important
technological advantages that lead to the superiority of the CTX 5000 over
systems of the Company's primary competitors. By combining heightened levels
of data capture and diagnosis capabilities with simple user interfaces, the
Company's CTX 5000 is capable of providing high detection and low false alarm
rates, as well as advanced threat resolution capability and increased
operator efficiency.
The Company's objective is to become the dominant provider of explosive
detection systems worldwide and to extend its expertise in EDS technology to
address broader applications. Specific elements of the Company's growth
strategy are to enhance its technological leadership, expand its sales and
marketing organization, leverage its detection technology expertise to enter
new markets for detection, and selectively pursue strategic relationships and
acquisitions.
INDUSTRY BACKGROUND
MARKET SIZE. There are over 600 airports worldwide providing scheduled
service for an aggregate of over 2.5 billion passengers per year. Of these
airports, over 400 are located in the United States, 150 are in Europe, and
50 are in the Asia/Pacific region. According to a 1996 report issued by the
Aviation Security Advisory Committee, it will cost approximately $2.2 billion
to equip the 76 largest airports in the United States with certified
explosive detection systems.
1.
THE TERRORIST THREAT. In recent years, increased incidents of bombings
and airline terrorism have contributed to an enhanced perception of the
threat of terrorism among the general public. According to a report of the
President's Commission on Aviation Security and Terrorism dated August 4,
1989, there were over 42 bombings against civilian aviation targets worldwide
between 1975 and 1989. According to Time Magazine, there were 10,222
bombings in the United States between 1983 and 1993. According to a CBS poll
conducted in July 1996, the public perception of the threat of commercial
aircraft bombings has increased dramatically, and airline passengers have
expressed a willingness to pay more for airline travel and endure delays if
such actions will decrease the threat of successful airline bombings.
THE EVOLUTION OF EXPLOSIVE DETECTION TECHNOLOGIES. In the 1970's, in
response to hijackings, airports worldwide began to install x-ray systems to
screen carry on baggage for weapons such as guns and knives. In response to
the implementation of this technology, terrorists in some cases adopted the
tactic of airline bombings. The effort to develop automated explosive
detection capabilities was first established in the late 1970's by the FAA
and was predicated on the application of conventional x-ray technology.
However, until the advent of certified explosive detection systems in 1994,
the Company believes that EDS technology remained largely inadequate.
Following the bombing of Pan American Flight 103 over Lockerbie, Scotland in
December 1988, certain European countries hastened to implement explosive
detection capabilities based upon then existing technologies. In order to
placate immediate public safety concerns, these conventional systems were
designed to process 100% of checked baggage. However, these conventional
systems were and continue to remain deficient in that they are unable to
reliably detect and identify all of the types and amounts of explosives
determined by the FAA to be a threat to civil aviation.
Several advanced explosive detection technologies have been developed to
attempt to address the need for effective explosive detection. These systems
include CT, dual energy x-ray and trace detection. CT technology uses a
source of x-rays rotating around an object to create multiple two dimensional
images, commonly know as "slices," of the density distribution of the
object's cross section and compares these density data to those of
explosives. Dual energy x-ray systems measure the x-ray absorption
properties of a bag's contents at two different x-ray energies to determine
if any of the contents have the physical characteristics of explosive
materials. Trace detection equipment, known as "sniffers," detect
particulate and chemical traces of explosive materials collected by an
operator by wiping or vacuuming the bag under inspection. The only explosive
detection system to be certified by the FAA is the Company's CTX 5000, which
is based on CT technology.
THE EMERGENCE OF WORLDWIDE STANDARDS AND FAA CERTIFICATION. Throughout
the history of civil aviation, the FAA has been a leader in setting the
standards for aviation security worldwide. In the 1970's, the FAA first
established standards for worldwide security by setting guidelines for
screening of carry on baggage for guns and knives. These standards were
subsequently mandated by the United Nations for adoption by all of its member
states, leading to the installation of over 7,000 detection systems
worldwide. Following the December 1988 bombing of Pan American Flight 103,
the United States enacted the Aviation Security Improvement Act of 1990 (the
"Aviation Security Act"), in response to which the FAA increased research and
development funding for advanced explosives detection technology. To date
the FAA has spent approximately $150 million on such activities.
In 1993, as required by the Aviation Security Act, the FAA adopted a
certification protocol regarding explosive detection systems for use on checked
baggage. The FAA certification process was developed to certify equipment that,
alone or as part of an integrated system, can detect under realistic air carrier
operating conditions the amounts, configurations and types of explosive material
which would be likely to be used to cause catastrophic damage to commercial
aircraft. To do so, the FAA contracted with the National Academy of Sciences to
establish a scientifically valid protocol for certification. The FAA also
consulted with a variety of public agencies, including the Federal Bureau of
Investigation and the Central Intelligence Agency. The result of this
collaboration was the establishment of a detection protocol which focuses on (i)
the categories of explosive substances to be detected, (ii) the probability of
detection by explosive category, (iii) the quantity of explosive that must be
detectable, (iv) the number of bags processed per hour, and (v) the maximum
acceptable false alarm rates by explosive. To date only one explosive detection
system, the Company's CTX 5000, has met the requirements of the protocol and has
been
2.
certified by the FAA. In order to meet the throughput criteria established
in the FAA protocol, the CTX 5000 was certified with two units operating in
parallel.
IMPLEMENTATION OF MULTI LEVEL SCREENING PROCESSES. As the capabilities
of EDS technology have evolved and worldwide detection standards have become
more pervasive, certain airports around the world have sought to augment
their detection capabilities by implementing various multi level screening
processes. To date, two distinct processes have become most prevalent: a
system first implemented by the British Airport Authority (the "BAA
Approach"); and a system endorsed by the FAA (the "FAA Approach"). Prior to
the development of certified detection technology and in recognition of the
deficiencies of existing x-ray technology in providing comprehensive
detection, certain European airports adopted the BAA Approach, which consists
of the use of several explosive detection systems operating in series in
order to attempt to increase detection rates while maintaining throughput
rates.
The FAA Approach was developed following the advent of certified
detection technology. Currently, the FAA Approach is comprised of a process
of passenger "profiling" combined with the use of certified EDS equipment for
the detection of explosives in baggage deemed to be high risk. Profiling
involves an initial determination of whether a particular passenger
represents a high threat based on certain decision criteria which are
believed to be reasonable predictors of risk. Based on this determination, a
passenger's baggage may undergo a higher level of investigation, which will
in most cases involve the baggage being screened with the use of certified
EDS equipment. In contrast to the BAA Approach, in which the effectiveness
of the entire detection process is dependent on technologies with greater
emphasis on throughput than detection, the FAA Approach is predicated on the
use of high detection technology and is focused on the ability to accurately
and effectively detect explosives and to identify individuals believed to
pose the greatest threat to civil aviation. The Company believes that the FAA
Approach, as it is currently being implemented at major airports throughout
the United States, will prove to be the more effective process in reducing
the dangers associated with the use of explosives against civil aviation.
THE GORE COMMISSION. In response to the recent crash of TWA Flight 800
off Long Island, New York in July 1996, President Clinton formed the White
House Commission on Aviation Safety and Security, chaired by Vice President
Gore (the "Gore Commission"), to review airline and airport security and
oversee aviation safety. The Gore Commission concluded that "the threat
against civil aviation is changing and growing, and that the federal
government must lead the fight against it" and recommended that "the federal
government commit greater resources to improving aviation security." The
Gore Commission released its initial report in September 1996, and in October
1996 the United States Congress enacted legislation which includes a $144.2
million appropriation for 1997 for the deployment of explosives detection
systems and other advanced security equipment for use by air carriers and
airport authorities. Of this amount, $52.2 million, or 36.2%, was allocated
to the purchase of certified CT technology.
THE INVISION TECHNOLOGY ADVANTAGE
The Company believes that the CTX 5000 is the only EDS presently capable
of reliably detecting all types of explosives designated by the FAA to be a
threat to commercial aviation and that the CTX 5000 is superior to competing
systems by virtue of its advanced detection technology.
The Company's CTX 5000 employs CT technology which was pioneered in the
medical field in the 1970's and enhanced for use in explosive detection by
the Company's engineers in the 1990's. As its principal detection vehicle,
the CTX 5000 uses a source of x-rays rotating around an object to create
two-dimensional images of the density distribution of the object's cross
section. These cross-sectional images are commonly known as "slices." The
CTX 5000 is capable of rendering several contiguous slices of an object in
order to optimize the diagnostic sample-sets of an object. The data gathered
from the slices is used to measure the physical characteristics of objects by
determining their linear attenuation coefficients (density), morphology
(shape), and granularity (uniformity). Once measured, each characteristic is
automatically compared, using sophisticated composition algorithms, to a
database of characteristics of compounds used in explosive devices in order
to render an initial diagnosis of the object's threat. If an object is
determined to contain the characteristics of an explosive, additional slices
of the
3.
object are collected in order to determine the mass descriminates (quantity)
of the threat. At this stage, potential threats which cannot be cleared
automatically by the CTX 5000 are submitted to an operator for threat
resolution. The operator is also presented with information regarding the
presence of detonators, power sources, proximity charges, metallic objects
and other characteristics of a potential bomb, and the suspicious objects are
highlighted in different colors.
The Company believes that there are three important technical
characteristics which lead to the superiority of the CTX 5000 over systems of
the Company's primary competitors, which are based on dual energy technology.
These characteristics are:
DATA QUALITY AND QUANTITY. Dual energy x-ray systems collect data from
one or two views of an object to determine the atomic number of materials
encountered during the scan. CT technology, with approximately 500 views per
slice, yields more data and is capable of measuring the density of an object.
While explosives have well defined density ranges which are generally
distinct from those of the contents of checked baggage, certain classes of
explosives have atomic numbers which are similar to those of many materials
found in checked baggage. As a result, the CTX 5000 is better able to
distinguish between explosives and the benign contents of checked baggage,
resulting in higher detection and lower false alarm rates.
THREE DIMENSIONAL DATA. CT technology's ability to render three
dimensional data concerning an object also contributes to its superior
detection compared to dual energy x-ray technology. By utilizing these data,
CT technology is able to map characteristics of an object, such as mass and
density, regardless of the object's position in the bag and the superposition
of other objects. Dual energy x-ray systems render only two dimensional
data. As a result, if multiple objects are superimposed over the potential
explosive, the system's ability to calculate the atomic number of the
potential explosive is diminished. Given the inherent limitations of the use
of atomic numbers as a parameter for explosive detection, this diminished
capacity with regard to stacked objects is particularly problematic.
ADVANCED THREAT RESOLUTION. Threat resolution refers to the process
following an alarm of determining whether checked baggage is safe or contains
a threat. Once an alarm occurs, the CTX 5000 presents its operators with
images and threat analysis tools that are unavailable in dual energy systems.
For example, the CTX 5000 simultaneously provides operators with both x-ray
images and CT images on separate screens. These data are cross-referenced
with each other to give the operator an overall image of a suitcase and
detailed CT information relating to the contents, and in particular relating
to the potential threat. In addition to the images, the CTX 5000 provides an
abundance of tools and data, designed to allow operators to determine whether
a bag is a threat requiring further action or is safe to clear to the plane.
One of these tools is the ability to take additional slices to provide more
data and focus in on the threat. In contrast, dual energy x-ray systems
display a single x-ray image of a potential threat and are not capable of
providing additional information to an operator who suspects that an
explosive is present.
The Company believes that the strengths of the CTX 5000 with respect to
these three important technical characteristics were central to the CTX 5000
meeting the stringent FAA standards for certification and to gaining
operational acceptance by the commercial aviation industry. In addition, the
Company believes that the limitations of competing technologies with respect
to these important characteristics will limit these technologies' ability to
attain the high detection and low false alarm rates necessary to obtain FAA
certification; however, there can be no assurance that technological
innovations will not enable these technologies to overcome these limitations.
As the only EDS to be certified by the FAA, the Company believes its CTX
5000 system is well positioned to be the cornerstone of the advanced
explosive detection process being promoted by the FAA for implementation at
airports around the world. However, there currently is no requirement that
U.S. airlines or airports (or international airlines or airports) deploy FAA
certified explosive detection systems or that U.S. airlines or airports (or
most international airlines or airports) deploy explosive detection systems
at all. Should the standards be lowered, resulting in other lower priced or
higher throughput explosive detection systems becoming certified, or should
other competitive systems otherwise become certified, the Company would lose
a significant competitive advantage. Under such circumstances, there can be
no assurance that the Company's product would be able to
4.
compete successfully with these systems. In addition, should the FAA
increase its certification standards, there can be no assurance that the CTX
5000 would meet such standards.
GROWTH STRATEGY
The Company's objective is to be the leading provider of explosive
detection systems worldwide and to extend its technology expertise to address
broader applications for detection. Specific elements of the Company's
growth strategy are to:
ENHANCE TECHNOLOGICAL LEADERSHIP. The Company believes that its
technological capabilities provide it with a significant competitive
advantage. Accordingly, the Company considers research and development to be
a vital part of its operating discipline, and continues to make substantial
investments to enhance the performance, functionality and reliability of its
CTX 5000 hardware and software. Among the Company's priorities in enhancing
its technological capabilities are to increase throughput rates while
maintaining certified detection capability and to increase threat resolution
capabilities. In 1996, the Company spent $4.3 million (or 26.9% of revenues)
for research and development to improve the Company's technology.
EXPAND SALES AND MARKETING CAPABILITIES. The Company believes that its
sales and marketing capability is vital to achieving high levels of market
penetration for its systems. The objectives of the Company's sales force
include promoting broader acceptance for EDS technology worldwide and
emphasizing the importance of high detection rate EDS technology. Because
sales cycles for the CTX 5000 can be lengthy, the Company's sales and
marketing efforts are focused on developing and maintaining close working
relationships with key management personnel at regulatory authorities,
airports and airport authorities worldwide. As the market for certified
explosive detection technology expands, the Company intends to supplement its
sales and marketing capability by adding sales personnel in the U.S. and in
Asia, enhancing customer support capabilities in Europe through the addition
of systems integration expertise, and continuing to educate governmental
entities worldwide about the benefits of certified detection and the
advantages of the CTX 5000.
LEVERAGE TECHNOLOGY EXPERTISE TO ENTER NEW MARKETS FOR DETECTION. The
Company believes that installations of advanced automated explosive detection
systems at airports will accelerate the adoption of this technology for
additional aviation applications such as screening of carry-on baggage and
trailer-mounted mobile units for inspections at remote location, as well as
for other security applications, including the detection of drugs, the
protection of government and private facilities, and the screening of mail.
Since the amount of government money spent in drug interdiction efforts far
surpasses the amount spent for the development of EDS technology, the Company
believes that drug detection applications afford significant market
opportunities for the application of the Company's certified detection
technology. The Company believes that its leadership in high detection
technology will be a competitive advantage as these markets develop.
PURSUE STRATEGIC RELATIONSHIPS AND ACQUISITIONS. From time to time the
Company reviews strategic relationship opportunities, including potential
acquisitions, that would complement its existing product offerings, augment
its market coverage, enhance its technological capabilities or otherwise
offer growth opportunities. The Company believes that the CTX 5000 is suited
to the integration of applications which are direct extensions of its
strength in explosive detection technology. Pursuant to this strategy, the
Company has entered a strategic relationship with EG&G Astrophysics for the
development of an explosive detection system based upon a combination of the
CTX 5000 as it currently exists and a pre-scanner based upon EG&G's x-ray
scanning technology. See "--Product Development."
PRODUCT DEVELOPMENT
The Company considers research and development to be a vital part of its
operating discipline and continues to dedicate substantial resources to
research and development to enhance the performance, functionality and
reliability of its CTX 5000 hardware and software. In particular, the
Company recognizes the need to improve certain of its system capabilities,
specifically related to throughput and gantry size, in order to accommodate
the
5.
breadth of market potential for EDS technology. At March 1, 1997 the Company
had 35 full time employees engaged in research and development activities,
and also was using the services of eight specialized contract employees and
consultants in this area. During the year ended December 31, 1996, the
Company spent $4.3 million on research and development activities, of which
$1.5 million was funded by the FAA under development contracts and grants.
In order to fulfill the objectives of its growth strategy, the Company
intends to continue to invest heavily in product development.
The Company's development efforts under the current FAA research grant
are primarily focused on increasing the speed (throughput) and decreasing the
manufacturing cost of the CTX 5000. The Company is also developing, in
conjunction with the FAA, improvements to the user interface, inspection
algorithms, and operator on line testing techniques. Any such modifications
or updated versions of the CTX 5000 may require FAA approval in order to
retain certification or may require re certification. There can be no
assurance that any such modifications will be approved or, if required,
certified by the FAA. The Company believes that its long term success will
depend in part upon the ability to manufacture an EDS that meets or exceeds
the throughput standards of the FAA Final Certification Criteria without
being combined with another unit.
The U.S. Government currently plays an important role in funding the
development of EDS technology and sponsoring its deployment in U.S. airports.
To date the Company has received $8.0 million from FAA grants and contracts,
and expects to receive an additional $2.7 million for further throughput
enhancement and cost reduction activities in 1997. The Company is also aware
that Lockheed Martin Corporation was awarded a grant of approximately $8.7
million in January, 1996 from the FAA for the design and development of a CT
based EDS over a two year period. There can be no assurance that additional
research and development funds from the FAA will become available in the
future or that the Company will receive any such additional funds. In
addition, the grant to Lockheed Martin Corporation and any future grants to
the Company's other competitors may improve such competitors' ability to
develop and market high detection EDS technology and cause the Company's
customers to delay any purchase decisions, which could have a material
adverse effect on the Company's ability to market the CTX 5000.
In November 1996, the Company entered into a Research and Development
Agreement with EG&G Astrophysics ("EG&G") whereby an EG&G affiliate invested
$2.0 million in the Company and the parties agreed to attempt to jointly
develop and introduce to the EDS marketplace a system combining the two
companies' products into an automatic, high throughput, high detection
system. The terms of the agreement provide for the parties to equally fund
and jointly own the technology developed in the development program. Either
party may terminate the agreement for cause, or may terminate the agreement
without cause (which in certain cases would result in a penalty) on 60 days'
notice. This alliance targets the furtherance of the Company's strategy to
increase throughput and provide a better solution than multi level detection
systems currently in use in certain airports in the United Kingdom and Asia
which, the Company believes, represent a significant compromise in detection
and increase the cost and complexity of the baggage handling system. There
can be no assurance that the Company and EG&G will be able to develop such an
EDS in a cost effective manner or at all.
CUSTOMERS
In order to capitalize on the global opportunity for deployment of
explosive detection technology for civil aviation, the Company focuses on
three important markets: (i) installations at key U.S. airports, (ii)
installations at new airports under construction worldwide and (iii)
installations at international airports.
6.
The following is a list of the airports which are employing the Company's
CTX 5000 technology or have a CTX 5000 on order as of March 1, 1997:
AIRPORT LOCATION OPERATED BY
------- -------- -----------
John F. Kennedy International (2 units) New York, New York El Al Israel and United Airlines
Hartsfield International (2 units) Atlanta, Georgia Delta Airlines
San Francisco International (1 unit) San Francisco, California United Airlines
O'Hare International Airport (1 unit) Chicago, Illinois United Airlines
Heathrow International (3 units) (1 UNIT) London, England British Airport Authority
Manchester International (10 units) Manchester, England Manchester Airport
Brussels National (1 unit) Brussels, Belgium Brussels Airport
Charles de Gaulle International (2 units) Roissy, France Direction Generale de L'Aviation Civile
(1 UNIT)
Orly International (2 UNITS) Paris, France Direction Generale de L'Aviation Civile
Narita International (1 unit) Tokyo, Japan A distributor
Ben Gurion International (4 units) Tel Aviv, Israel Israel Airports Authority
Nino Aquino International (2 units) Manila, Philippines Northwest Airlines
Riyadh International (1 UNIT) Riyadh, Saudi Arabia A distributor
- ------------------
ITALICIZED ITEMS DENOTE NUMBER OF UNITS ON ORDER BUT NOT YET SHIPPED.
In December 1996, as an extension of legislation enacted upon the
recommendation of the Gore Commission, the Company received an order for 54
CTX 5000 systems from the FAA. Under the terms of the FAA contract, these
units are to be shipped during 1997 to America's busiest airports. As of
March 30, 1997, four of these systems have been shipped. For reasons of
security, the FAA will not divulge the deployment schedule or locations of
the remaining units at this time. In addition, the government has the option
to purchase up to 46 additional systems for 1998, bringing the total value of
the contract, if such option is fully exercised, to $110.9 million. The FAA
may cancel this contract for any reason, in which case the FAA would only be
obligated to pay for units delivered and to reimburse the Company for costs
incurred and commitments made by the Company in order to fulfill the
contract.
A majority of the CTX 5000 systems shipped to date have been installed
since January 1996, and the Company's customers have only limited experience
with the operation of the CTX 5000 in high volume airport operations. Many
of the factors necessary to make the overall baggage scanning system a
success, such as the CTX 5000's integration with the baggage handling system,
ongoing system maintenance and the performance of operators, are beyond the
control of the Company. In particular, once the CTX 5000 identifies a
threat, the operator must make a determination whether the threat is actual
or a false alarm and, therefore, whether or not to allow the bag to continue
onto the aircraft. Unsatisfactory performance of operators can lead to
reduced efficacy of the CTX 5000. The failure of the CTX 5000 to perform
successfully in deployments, whether due to the limited experience of the
Company's customers with the CTX 5000, operator error or any other reason,
may have an adverse effect on the market's perception of the efficacy of the
CTX 5000.
As a result, the Company believes that customer service and support are
critical to its success and has committed significant resources to these
functions. Accordingly, the Company provides a high level of customer
support to assist in the site planning, installation and integration of the
Company's products into its customer's facilities in addition to field
service for maintaining the reliability of the Company's products once
installed. The Company's service organization includes customer service
engineers, product application specialists, operator training engineers and
technical support engineers. As of March 1, 1997 the Company had 14
individuals employed in customer service and support roles. The Company
typically hires and trains its own support staff throughout the world rather
than relying on third party maintenance services. In addition to providing a
one year parts warranty,
7.
the Company offers fee based primary and back up service contracts to its
customers to provide system maintenance, ongoing technical support,
documentation, training and, under full service contracts, periodic software
releases.
The Company believes that operator qualification and training is as
important to the explosives detection process as the CTX 5000's automated
detection process. In this regard, the Company has developed and provides in
depth operator training and testing as a critical component of each sale and
installation.
In any given fiscal year, the Company's revenues have principally
consisted, and the Company believes will continue to consist, of orders of
multiple units from a limited number of customers. While the number of
individual customers may vary from period to period, the Company is
nevertheless dependent upon these multiple orders for a substantial portion
of its revenues. There can be no assurance that the Company will obtain such
multiple orders on a consistent basis. During the fiscal year ended December
31, 1996, revenues from the Company's six largest customers were $14.0
million, or 88.4%, of the Company's revenues. During the fiscal year ended
December 31, 1995, revenues from the Company's three largest customers were
$6.8 million, or 75.0%, of the Company's revenues. To date, all orders from
United States customers have been entirely funded by the FAA, and the
Company's largest sales contract to date, for 54 CTX 5000 systems, is with
the FAA. There can be no assurance that such funding or sales will continue
in the future.
Substantially all of the Company's customers to date have been public
agencies or quasi public agencies. In contracting with public agencies, the
Company is subject to public agency contract requirements which vary from
jurisdiction to jurisdiction and which are subject to budgetary processes and
expenditure constraints. Budgetary allocations for explosive detection
systems are dependent, in part, upon governmental policies which fluctuate
from time to time in response to political and other factors, including the
public's perception of the threat of commercial airline bombings. Many
domestic and foreign government agencies have experienced budget deficits
that have led to decreased capital expenditures in certain areas. The
Company's results of operations may be subject to substantial period to
period fluctuations as a result of these and other factors affecting capital
spending. Future sales to public agencies will depend, in part, on the
Company's ability to meet public agency contract requirements, certain of
which may be onerous or even impossible for the Company to satisfy.
SALES AND MARKETING
The Company markets its products both directly through internal sales
personnel and indirectly through authorized agents, distributors and systems
integrators. As of March 1, 1997, the Company employed a total of eight
people in sales and marketing. In North America, the Company markets its CTX
5000 primarily through direct sales personnel, which as of March 1, 1997
consisted of three individuals. Internationally, the Company utilizes both a
direct sales force and authorized agents to sell its products. As of March
1, 1997, the Company had four direct international sales personnel broadly
covering Europe, Asia, and the Middle East and approximately 12 authorized
agents representing the Company in specific countries. In addition, in order
to explore opportunities in Japan, the Company has entered into a distributor
agreement with InVision Japan, a Japanese corporation owned 10% by the
Company. For sales through its authorized agents and distributors, the
Company generally is directly involved in developing proposal documents and
negotiating contract terms.
During the fiscal years ended December 31, 1996 and 1995, international
sales represented 76.2% and 89.2%, respectively, of the Company's revenues.
The Company, accordingly, is exposed to the risks of international business
operations, including unexpected changes in regulatory requirements, changes
in foreign control legislation, possible foreign currency controls, uncertain
ability to protect and utilize its intellectual property in foreign
jurisdictions, currency exchange rate fluctuations or devaluation, tariffs or
other barriers, difficulties in staffing and managing foreign operations,
difficulties in obtaining and managing vendors and distributors, and
potentially negative tax consequences. The Company is also subject to risks
associated with regulations relating to the import and export of high
technology products. The Company cannot predict whether quotas, duties,
taxes or other charges or restrictions upon the importation or exportation of
the Company's products in the future will be implemented by the United States
or any other country.
8.
Support for the direct and indirect sales representatives is provided by
product application specialists who assist in pre and post sale support.
Such support includes assistance in designing customer configurations,
educating customers on the system and technology and supporting the
implementation and integration process. In addition, the Company provides
its sales representatives with training, promotional literature, a multi
media presentation, videos and competitive analysis.
The selling process often involves a team comprised of individuals from
sales, marketing, engineering, customer service and support, and senior
management. The team frequently engages in a multi level sales effort
directed toward a variety of constituents, including government regulators,
the local airport operator or authority, systems and or conveyor integrators,
individual airlines and airline operating committees. The sales process of
the CTX 5000 is often protracted due to the lengthy approval processes that
typically accompany large capital expenditures. The Company's revenues
depend in significant part upon the decision of a government agency to
upgrade and expand existing facilities, alter workflows and hire additional
technical expertise in addition to procuring the CTX 5000, all of which
involve a significant capital commitment as well as significant future
support costs. The sales cycle is also extended by the time required to
manufacture the CTX 5000 and install and assimilate the CTX 5000. Typically,
six to twelve months may elapse between a new customer's initial evaluation
of the Company's system and the execution of a contract. Another three months
to a year may elapse prior to shipment of the CTX 5000 as the customer site
is prepared and the CTX 5000 is manufactured. During this period the Company
expends substantial funds and management resources but recognizes no
associated revenue. Often, local government regulators become involved in
the sales decision process or provide funds for the purchase. For repeat
orders from existing customers, the Company can often expedite the sales
cycle by utilizing existing contracts and contract extensions and thereby
avoiding lengthy procurement processes.
COMPETITION
The market for explosive detection systems is intensely competitive and
is characterized by continuously developing technology and frequent
introductions of new products and features. The Company expects competition
to increase as other companies introduce additional and more competitive
products in the EDS market and as the Company develops additional
capabilities and enhancements for the CTX 5000 and new applications for its
certified technology. Historically, the principal competitors in the market
for explosive detection systems have been InVision, Vivid Technologies, Inc.,
EG&G, Thermedics Detection Inc., and Barringer Technologies Inc. Each of
these competitors provides EDS solutions and products for use in the
inspection of checked luggage, although to date only the Company's CTX 5000
has been certified by the FAA. The Company is aware of certain major
corporations competing in other markets that intend to enter the EDS market.
In particular, in January 1996 Lockheed Martin Corporation received a grant
in the amount of approximately $8.7 million from the FAA for the design and
development of a CT based EDS over a two year period. Announcements of
currently planned or other new products may cause customers to delay their
purchasing decisions for EDS products, which could have a material adverse
effect on the Company's business, financial condition and results of
operations. Each of the Company's competitors may have substantially greater
financial resources than the Company. There can be no assurance that the
Company will be able to compete successfully with its competitors or with new
entrants to the EDS market.
The Company believes that its ability to compete in the EDS market is
based upon such factors as: product performance, functionality, quality and
features; quality of customer support services, documentation and training;
and the capability of the technology to appeal to broader applications beyond
the inspection of checked baggage. Although the Company believes that the
CTX 5000 is superior to its competitors' products in its explosive detection
capability and accuracy, the CTX 5000 must also compete on the basis of
price, throughput, the ability to handle all sizes of baggage, and the ease
of integration into existing baggage handling systems. Certain of the
Company's competitors may have an advantage over the Company's existing
technology with respect to these factors. Currently, the CTX 5000 has an
average selling price of approximately $1.0 million, compared to
substantially lower prices for systems offered by the Company's competitors;
has a throughput rate of approximately 300 bags per hour ("bph"), compared to
rates claimed to exceed 1,000 bph by certain of the Company's competitors;
has a gantry size which limits the ability of the unit to accept all sizes of
baggage; and requires that the baggage remain
9.
still while being scanned, making it difficult to integrate into the
continuously moving baggage handling systems found in most airports. There
can be no assurance that the Company will be successful in convincing
potential customers that the CTX 5000 is superior to other systems given all
of the necessary performance criteria, that new systems with comparable or
greater performance, lower price and faster or equivalent throughput will not
be introduced, or that, if such products are introduced, customers will not
delay or cancel existing or future orders for the Company's system. Further,
there can be no assurance that the Company will be able to enhance the CTX
5000 to better compete on the basis of cost, throughput, accommodation of
baggage size and ease of integration, or that the Company will otherwise be
able to compete successfully with existing or new competitors.
BACKLOG
The Company measures its backlog of system revenues as orders for which
contracts or purchase orders have been signed, but which have not yet been
shipped and for which revenues have not yet been recognized. The Company
includes in its backlog only those customer orders which are scheduled for
delivery within the next 18 months. The Company typically ships its products
within three to twelve months after receiving an order. However, such
shipments may be impacted by delays which occur in the delivery of components
to the Company or customers' readiness to accept delivery for reasons of site
preparation or otherwise. At March 1, 1997, the Company's system revenues
backlog was approximately $55.0 million, and at March 1, 1996, the Company's
system revenues backlog was approximately $6.5 million.
Substantially all of the Company's backlog as of March 1, 1997 is
expected to be shipped during the current fiscal year. Any failure of the
Company to meet an agreed upon schedule could lead to the cancellation of the
related order. Variations in the size, complexity and delivery requirements
of the customer order may result in substantial fluctuations in backlog from
period to period. The Company believes that it is important for competitive
reasons and to better satisfy customer requirements to reduce order lead
times and expects that the Company's backlog may decrease on a relative basis
over time. In addition, all orders are subject to cancellation or delay by
the customer and, accordingly, there can be no assurance that such backlog
will eventually result in revenues. For these reasons, the Company believes
that backlog cannot be considered a meaningful indicator of the Company's
performance on an annual or quarterly basis.
MANUFACTURING
The Company seeks to focus its manufacturing resources on activities
which emphasize the Company's core competencies and distinctive value. The
Company's manufacturing operations consist primarily of: materials
management; assembly, test and quality control of parts and components
subassemblies; and final system testing. Using the Company's designs and
specifications, subcontractors assemble mechanical and electrical sub
components. The Company performs final assembly and testing of systems,
including configuration to customers orders and testing with current release
software, prior to shipment. The Company's manufacturing organization has
expertise in mechanical, electrical, electronic and software assembly and
testing. In addition, because quality and reliability over the life of the
Company's products are vital to customer satisfaction and repeat purchases,
the Company believes its quality assurance program to be a key component of
its business strategy.
The Company generally purchases major contracted assemblies from single
source suppliers in order to ensure high quality, prompt delivery and low
cost. The Company reviews its single source procurements on a case by case
basis and began to qualify second sources for certain contracted assemblies
in 1996. The Company purchases components, materials and electro-mechanical
subsystems from single source suppliers pursuant to purchase orders placed
from time to time in the ordinary course of business and has no guaranteed
supply arrangements with such suppliers. Moreover, in view of the high cost
of many of these components, the Company does not maintain significant
inventories of some necessary components. If the Company's suppliers were to
experience financial, operational, production or quality assurance
difficulties, the supply of components to the Company would be reduced or
interrupted. Although to date the Company has not experienced any
significant delays in obtaining any of its single source assemblies, there
can be no assurance that the Company will not face shortages of one or more
of these systems in the future.
10.
The Company outsources certain manufacturing processes, including
standard and build to print fabricated parts such as mechanical
subassemblies, sheet metal fabrication, cables and assembled printed circuit
boards. This strategy enables the Company to leverage product development,
manufacturing and management resources while retaining greater control over
product delivery, final product configuration and timing of new product
introductions, all of which the Company believes are critical to exceeding
customer expectations. The inability of the Company to develop alternative
sources for single or sole source components, to find alternative third party
manufacturers or subassemblers, or to obtain sufficient quantities of these
components could result in delays or interruptions in product shipments.
The Company is currently producing approximately four systems per month
and has the capacity to accommodate production of over six systems per month
in its current facility. In February 1997, the Company entered into a lease
agreement for a new headquarters and manufacturing facility. The new
facility is expected to be outfitted for occupancy in June 1997. The new
facility is expected to have an initial capacity in excess of 15 systems per
month. The Company's plans call for production levels which may be in excess
of its current facility's capacity. Any delays in the availability of the
new facility for the production of CTX 5000 systems could cause delays in
shipments of such systems to customers, which could have a material adverse
effect on the Company's business, financial condition and results of
operations. See "--Business Risks--Limited Manufacturing Experience;
Management of Growth" and "Properties."
INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
The Company's performance depends in part upon its proprietary
technology. In the United States, the Company relies upon patents, copyrights
and trade secrets for the protection of the proprietary elements of the CTX
5000 and the Company's CT technology. There can be no assurance, however,
that the Company could enforce such patents, trade secrets or copyrights.
The Company has a United States patent for automatic concealed object
detection having a pre scan stage which expires in 2010 (the "Patent") but
does not rely on the Patent. There can be no assurance that the Patent would
be effective in preventing CT based competition. In accordance with certain
Federal Acquisition Regulations included in the Company's development
contract, dated September 27, 1991 (the "FAA R&D Contract"), with the FAA,
the United States Government has rights to use certain of the Company's
proprietary technology developed after the award of the FAA R&D Contract and
funded by the FAA R&D Contract. The U.S. Government may use such rights to
produce or have produced for the U.S. Government competing products using the
Company's CT technology. In the event that the U.S. Government were to
exercise these rights, the Company's exclusivity in supplying the U.S.
Government with certified CT based explosive detection systems could be
materially adversely affected. Moreover, pursuant to 28 U.S.C. 1941, the
U.S. Government has the right to allow any entity to infringe a patent, trade
secret or copyright otherwise protected by federal law, and the aggrieved
party can sue only for royalties, not for injunctive relief. In the event
that the U.S. Government permits another entity to infringe on the Patent or
the Company's trade secrets or copyrights, the Company would be unable to
prevent such infringement, which may have a material adverse effect on the
Company's competitive position in the EDS market.
The Company generally enters into confidentiality agreements with each of
its employees, distributors, customers, and potential customers and limits
access to distribution of its software, documentation and other proprietary
information. There can be no assurance that these agreements will not be
breached, that the Company will have adequate remedies for any breach, or
that the Company's trade secrets will not otherwise become known to or
independently developed by others. Outside the United States, the time
period for filing a foreign counterpart of the Patent has expired, and the
Company has not sought or obtained patent protection (except to the extent of
licenses held under patents owned by Imatron, Inc., hereafter referred to as
"Imatron") and has relied to date primarily on software copyrights and trade
secrets for the protection of its proprietary technology. The absence of a
foreign counterpart to the Patent could adversely affect the Company's
ability to prevent a competitor from using technology similar to technology
used in the CTX 5000. There can be no assurance that the steps taken by the
Company to protect its proprietary technology will be adequate or that its
competitors will not be able to develop similar, functionally equivalent or
superior technology.
11.
The Company in the past has received, and may from time to time in the
future receive, communications from third parties alleging infringements by
the Company or one of its suppliers of patents or other intellectual
proprietary rights owned by such third parties. There can be no assurance
that any infringement claims (or claims for indemnification resulting from
infringement claims against third parties, such as customers) will not be
asserted against the Company. If the Company's product is found to infringe
a patent, a court may grant an injunction to prevent making, selling or using
the product in the applicable country. Protracted litigation may be
necessary to defend the Company against alleged infringement of others'
rights. Irrespective of the validity or success of such claims, defense of
such claims could result in significant costs to the Company and the
diversion of time and effort by management, either of which by itself could
have a material adverse effect on the business, financial condition and
results of operations of the Company. Further, adverse determinations in such
litigation could result in the Company's loss of proprietary rights, subject
the Company to significant liabilities (including treble damages in certain
circumstances), or prevent the Company from selling its products. If
infringement claims are asserted against the Company, the Company may seek to
obtain a license of such third party's intellectual property rights, which
may not be available under reasonable terms or at all. In addition,
litigation may be necessary to enforce patents issued to or licensed
exclusively to the Company and protect trade secrets or know how owned or
licensed by the Company and, whether or not the Company is successful in
defending such intellectual property, the Company could incur significant
costs and divert considerable management and key technician time and effort
with respect to the prosecution of such litigation.
The Company also holds an exclusive, royalty free, worldwide license from
Imatron (obtained in connection with the formation of the Company) under
Imatron's patents and know how to develop, manufacture and sell (a) systems
for the inspection of mail, freight, parcels and baggage, and (b) compact
medical scanner products for military field applications. The Company, in
exchange, granted to Imatron an exclusive, royalty free, worldwide license
under the Company's patent or future patents and know how to permit Imatron
to utilize such technology in medical scanner products (other than compact
medical scanner products for military field applications). Imatron is a
manufacturer of medical scanning systems and holds a portfolio of CT patents.
While the Company believes that its intellectual property rights are
valuable, the Company also believes that because of the rapid pace of
technological change in the industry, factors such as innovative skills,
technical expertise, the ability to adapt quickly to new technologies and
evolving customer requirements, product support, and customer relations are
of greater competitive significance.
12.
EXECUTIVE OFFICERS OF THE REGISTRANT
NAME AGE POSITION
- ---- --- --------
Dr. Sergio Magistri..... 44 President, Chief Executive Officer and Director
Sauveur Chemouni........ 42 Vice President, Engineering
Curtis P. DiSibio....... 40 Vice President and Chief Financial Officer
David Pillor............ 42 Senior Vice President, Sales and Marketing
Dr. Fredrick L. Roder... 49 Vice President, Federal Systems
Dr. Benno Stebler....... 44 Vice President, Manufacturing
Stephen Wolff........... 38 Vice President, Marketing & Product Development
DR. SERGIO MAGISTRI has served as President, Chief Executive Officer and
Director of the Company since December 1992. From June 1991 to November
1992, he was a Project Manager with AGIE, Switzerland, a manufacturer of high
precision tooling equipment, responsible for all aspects of a family of new
products for high precision electro erosion machining with sub micron
precision. From 1988 to June 1991, Dr. Magistri was a consultant to high
technology companies, including FI.M.A.I. Holding, S.A. As a consultant to
FI.M.A.I., Dr. Magistri was involved in the formation of the Company and the
development of its business plan and of its technology. From 1983 to 1988,
Dr. Magistri held various positions with Imatron, Inc. ("Imatron"), a CT
medical scanner company, including as an Engineering Physicist and Manager of
Advanced Reconstruction Systems, and Director of Computer Engineering at
Imatron. Dr. Magistri holds a degree in Electrical Engineering and a
doctorate in Biomedical Engineering from the Swiss Institute of Technology,
Zurich, Switzerland.
SAUVEUR CHEMOUNI joined the Company in 1990 as Manager and became
Director of Engineering in January 1994. He has served as Vice President of
Engineering since September 1995. From 1988 to 1990, he was with Imatron,
where he was instrumental in the development of the Company's original EDS
capability. From 1983 to 1988, he was the owner of a computer graphics
company. Mr. Chemouni holds a degree in physics and a Masters degree in
Computer Sciences from Supelec, Paris, France.
CURTIS P. DISIBIO has served as Vice President, Finance and
Administration of the Company since April 1991 and Chief Financial Officer
since March 1993. From 1980 to 1986, Mr. DiSibio worked in public accounting.
In 1986 Mr. DiSibio served as controller of Trilogy Systems Corporation
("Trilogy"), a development stage mainframe computer company, and was involved
in the sale of Trilogy's operations to Digital Equipment Corporation. From
1987 to 1990, Mr. DiSibio held various positions including Treasurer and
Chief Financial Officer of ELXSI Corporation, a publicly traded mini super
computer company which Trilogy had acquired. Mr. DiSibio received a Masters
degree in Business Administration from Santa Clara University.
DAVID M. PILLOR joined the Company in July 1994 as Vice President, Sales
and Marketing, and has served as Senior Vice President, Sales and Marketing
since November 1995. From 1988 to July 1994, Mr. Pillor held various
positions including Area Sales Manager, National Sales Manager and Vice
President of Sales of Technomed International, a medical products company.
Mr. Pillor holds a Bachelor of Science degree in Chemistry from the
University of Maryland.
DR. FREDRICK L. RODER has served as Vice President, Federal Systems, of
the Company since January 1997, following the acquisition of Imatron Federal
Systems, Inc. ("IFS") by the Company. From June 1991 to December 1996, he
served as President of IFS and as Prime Contractor and Principal Investigator
on FAA research and development contracts. From 1986 until 1991, he served as
Director, New Product Development, of Imatron. He holds a Bachelor of Science
degree in Physics from City College of New York, a Masters degree in Physics
from Yeshiva University and a doctorate in Nuclear Science and Engineering
from Catholic University of America.
13.
DR. BENNO STEBLER joined the Company in May 1991 as Vice President,
Engineering, and has served as Vice President, Manufacturing, of the Company
since September 1995. From 1989 to 1991, Dr. Stebler served as Staff Engineer
at Toshiba America, a consumer electronics company. From 1986 to 1989, Dr.
Stebler served in various positions at Imatron including Software Manager of
the Compact Medical Scanner, a predecessor to the CTX 5000. Dr. Stebler holds
a diploma of Electrical Engineering and a doctorate in Biomedical Engineering
from the Swiss Institute of Technology, Zurich, Switzerland.
STEPHEN WOLFF joined the Company in 1990 first as Manager and then as
Director, Marketing & Product Development, and has served as Vice President,
Marketing & Product Development, of the Company since October 1995. From 1981
to 1990, Mr. Wolff held various positions at Science Applications
International, Corp., a government research contractor, including Project
Coordinator for development of a Prototype Thermal Neutron Analysis explosive
detection system. Mr. Wolff was also principal investigator for an FAA
sponsored testing program for weapons detection technology. Mr. Wolff holds a
Bachelor of Science degree in Chemical Engineering from Imperial College,
London, England and a Masters degree in Chemical Engineering from Stanford
University.
EMPLOYEES
As of March 1, 1997, the Company employed 127 people, of whom 35 were
primarily engaged in research and development activities, 22 in marketing and
sales, customer support and field service, 23 in manufacturing and 20 in
administration and finance. In addition, the Company utilized the services of
27 full time consultants and temporary employees in 1996. Management believes
that the Company's relationship with its employees is good.
The Company's performance depends in part on the expertise of certain
technical personnel with skills in the disciplines of x-ray physics, image
reconstruction and expert systems design. In addition, much of the Company's
proprietary technology is known only by certain technical employees and might
be unavailable should such individuals leave the Company. The number of
scientists qualified to perform the development required by the Company is
extremely limited.
BUSINESS RISKS
HISTORY OF LOSSES; NO ASSURANCE OF PROFITABILITY
The Company commenced operations in September 1990, remained in the
development stage through 1994 and received its first revenues from product
sales in the first quarter in 1995. The Company has experienced net losses
for each quarter and year since inception and, as of December 31, 1996, had
an accumulated deficit of approximately $19.5 million. There can be no
assurance that the Company will achieve profitability on a quarterly or
annual basis or, if it is achieved, that profitability can be maintained.
The Company expects to expend its manufacturing, research and development,
sales and marketing, and administrative capabilities. The anticipated
increase in the Company's operating expenses caused by this expansion could
have a material adverse effect on the Company's business, financial condition
and results of operations if revenues do not increase at an equal or greater
rate.
FLUCTUATIONS IN OPERATING RESULTS
The Company's past operating results have been, and its future operating
results will be, subject to fluctuations resulting from a number of factors,
including: the timing and size of orders from, and shipments to, major
customers; budgeting and purchasing cycles of its customers; delays in
product shipments caused by custom requirements of customers or ability of
the customer to accept shipment; the timing of enhancements to the CTX 5000
by the Company or new products by its competitors; changes in pricing
policies by the Company, its competitors or suppliers, including possible
decreases in average selling prices of the CTX 5000 in response to
competitive pressures; the proportion of revenues derived from competitive
bid processes; the mix between sales to domestic and international customers;
market acceptance of enhanced versions of the CTX 5000; the availability
14.
and cost of key components; the availability of manufacturing capacity; and
fluctuations in general economic conditions. The Company also may choose to
reduce prices or to increase spending in response to competition or to pursue
new market opportunities, all of which may have a material adverse effect on
the Company's business, financial condition and results of operations. The
Company's systems revenues in any period are derived from sales of multiple
CTX 5000 systems to a limited number of customers and are recognized upon
shipment which, in addition to the high cost of one CTX 5000 causes minor
variations in the number of orders, or the timing of shipments, to
substantially affect the Company's quarterly revenues. Because a significant
portion of the Company's quarterly operating expenses are, and will continue
to be, relatively fixed in nature, such revenue fluctuations will cause the
Company's quarterly and annual operating results to vary substantially.
Accordingly, the Company believes that period to period comparisons of its
results of operations are not meaningful and cannot be relied upon as
indications of future performance. Because of all of the foregoing factors,
the Company's operating results may be below the expectations of public
market analysts and investors in some future quarters, which would likely
result in a decline in the trading price of the Common Stock.
SINGLE PRODUCT; UNCERTAINTY OF MARKET ACCEPTANCE
The CTX 5000 currently is the only product offered by the Company and the
Company derives substantially all of its revenues from the sale of CTX 5000
units. The Company's orders to date have been received from a limited number
of customers and the substantial majority of these have been from a single
customer, the FAA. The commercial success of the CTX 5000 will depend upon
its acceptance by domestic and international airports, government agencies
and airlines as a useful and cost effective alternative to less expensive,
higher throughput (i.e. bags per hour) competing products employing different
technologies. The large capital commitment (approximately $1.0 million)
required to purchase the CTX 5000 may limit the marketability of the CTX
5000. In addition, the Company's failure to compete successfully with respect
to throughput, the ability to scan all sizes of baggage, the ease of
integration of the CTX 5000 into existing baggage handling systems and other
factors could delay, limit or prevent market acceptance of the CTX 5000.
Moreover, the market for EDS technology is largely undeveloped, and the
Company believes that the overall demand for EDS technology will depend
significantly upon public perception of the risk of terrorist attacks. There
can be no assurance that the public will perceive the threat of terrorist
bombings to be substantial or that the airline industry and governmental
agencies will actively pursue EDS technology. As a result, there can be no
assurance the Company will be able to achieve market penetration, revenue
growth or profitability. See "Competition" and "Industry Background."
LIMITED MANUFACTURING EXPERIENCE; MANAGEMENT OF GROWTH
As of March 1, 1997, the Company had produced a total of 36 CTX 5000
systems and had not sustained then current production levels for any
significant period of time. As a result of the FAA's recent order of 54 CTX
5000 systems, the Company is in the process of substantially increasing its
rate of manufacture of the CTX 5000, which has placed significant demands on
the Company's management, working capital and financial and management
control systems. Failure to upgrade the Company's operating, management and
financial control systems when necessary, or difficulties encountered during
such upgrades, could have a material adverse effect on the Company's
business, financial condition and results of operations. The success of the
increase in production capability will depend in part upon the Company's
ability to continue to improve and expand its engineering and technical
resources and to attract, retain and motivate key personnel. The failure of
the Company to establish such production capability or to increase its
revenues sufficiently to compensate for the increase in operating expenses
resulting from current or any future expansion would have a material adverse
effect on the Company's business, financial condition and results of operations.
To accommodate the recent increase in the manufacturing rate, the Company
has entered into a lease for a new, substantially larger, manufacturing
facility. The ability of the Company to successfully transition its
manufacturing operation to this new facility is subject to a variety of
factors, including the ability to install appropriate equipment, adapt to a
new working environment, and quickly and efficiently move to the new
facility. The operations of this new facility will also require the Company
to incur substantially larger fixed costs than it has experienced in the
past. Unforeseen delays and complications that may arise in the transition to
the new facility
15.
which could interrupt the Company's manufacturing rate, failure of the FAA to
perform under the December 1996 purchase contract, or failure to maintain an
order rate sufficient to fully utilize this new manufacturing facility each
could have a material adverse effect on the Company's business, financial
condition and results of operations. See "--Customers," "--Manufacturing" and
"Properties."
PRODUCT LIABILITY RISKS; RISK OF FAILURE TO DETECT EXPLOSIVES;
AVAILABILITY OF INSURANCE
The Company's business exposes it to potential product liability risks
which are inherent in the manufacturing and sale of explosive detection
systems. There are many factors beyond the control of the Company that could
lead to liability claims, such as the reliability of the customer's
operators, the training of the operators after the initial installation and
training period, and the maintenance of the units by the customers. For these
and other reasons, there can be no assurance that the units will detect all
explosives hidden in the luggage scanned. The Company does not believe that
it would be liable for any such claims, but the cost of defending any such
claims would be significant and any adverse determination may be in excess of
the Company's insurance coverage. Moreover, the failure of the CTX 5000 to
detect an explosive would also result in negative publicity which could have
a material adverse effect on sales and may cause customers to cancel orders
already placed, either of which could have a material adverse effect on the
Company's business, financial condition and results of operations. Many of
the Company's customers require the Company to maintain insurance at certain
levels. The Company currently has product liability insurance in the amount
of $150 million. There can be no assurance that additional insurance
coverage, if required by customers or otherwise, could be obtained on
acceptable terms, if at all.
CONCENTRATION OF OWNERSHIP; CONTROL BY MANAGEMENT
As of March 1, 1997, the Company's principal stockholder, HARAX Holding,
S.A. ("HARAX"), and its affiliates hold approximately 35.2% of the Company's
Common Stock, and the present directors and executive officers of the Company
and their affiliates, in the aggregate, beneficially own 17.8% of the
outstanding Common Stock, in each case including shares issuable pursuant to
stock options exercisable within 60 days of the date hereof. Consequently,
HARAX together with the Company's directors and executive officers, acting in
concern, have the ability to significantly affect the election of the
Company's directors and have a significant effect on the outcome of
corporation actions requiring stockholder approval. In addition, HARAX,
acting along, has the power to significantly affect matters relating to the
Company's affairs and business.
RECENT DEVELOPMENT
On March 14, 1997, the Company filed a registration statement with the
Securities and Exchange Commission in connection with a proposed underwritten
public offering of 3,125,000 shares of Common Stock (the "Proposed
Underwritten Offering"). Of such shares, 1,875,000 shares will be offered by
the Company and 1,250,000 shares will be offered by certain selling
stockholders. Offers and sales of the shares in the Proposed Underwritten
Offering will be made by a separate Prospectus.
ITEM 2. PROPERTIES.
The Company's principal administrative, marketing, development and
manufacturing facility is located in Foster City, California and consists of
approximately 27,000 square feet under a lease which expires in October 1998.
The Company has an option to extend the lease for one year. The base rent
under this lease is approximately $300,000 per year. In March, 1997 the
Company entered into a lease for new principal corporate offices and
manufacturing facilities in Newark, California, which consists of
approximately 95,000 square feet under a lease which expires in May 2007. The
Company has an option to extend the lease for five years. The initial base
rent under this lease is approximately $672,000 per year. The Company
anticipates relocating to this new facility upon completion of tenant
improvements, currently scheduled for June 1997. Management believes that the
new facilities will be sufficient to satisfy the Company's administrative and
manufacturing needs for the foreseeable future.
16.
The Company's manufacturing facility is currently producing approximately
four systems per month and has the capacity to accommodate production of over
six systems per month. The new facility is expected to have a capacity in
excess of 15 systems per month before the implementation of activities for
manufacturing cycle time reduction and multiple shifts.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not a party to any material legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
17.
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
MARKET INFORMATION
On April 23, 1996, the Common Stock commenced trading on the Nasdaq
SmallCap Market under the symbol "INVN". Prior to that date, there was no
public market for the Common Stock. The following table sets forth, for the
periods indicated, the high and low bid quotations of the Common Stock as
reported on the Nasdaq SmallCap Market giving effect to the Company's 2-for-1
stock split effected on February 7, 1997 as if the stock split had occurred
on April 23, 1996. These over-the-counter quotations reflect inter-dealer
prices, without retail markup, markdown or commission, and may not
necessarily represent the sales prices in actual transactions.
THE NASDAQ
SMALLCAP MARKET
--------------------
HIGH LOW
------- -------
Fiscal 1996
Second Quarter (from April 23, 1996).......... $ 6 5/8 $5 5/8
Third Quarter................................. 17 1/16 4 5/8
Fourth Quarter................................ 17 5/16 10 7/8
On March 25, 1997, the last sale price of the Common Stock on the Nasdaq
SmallCap Market was $16.00 per share. On March 1, 1997 there were 176
stockholders of record of Common Stock, and the Company believes its shares
were held beneficially by approximately 4,000 owners on such date. In
connection with the Proposed Underwritten Offering, the Company has made
application for inclusion of the Common Stock on the Nasdaq National Market;
however, there can be no assurance that such application will be approved.
DIVIDENDS
The Company has never declared or paid cash dividends on its Common Stock
and it is currently the intention of the Board of Directors not to pay cash
dividends in the foreseeable future. The Company plans to retain earnings,
if any, to finance its operations. In addition, the Company's bank credit
facility prohibits the payment of dividends without the lender's consent.
RECENT SALES OF UNREGISTERED SECURITIES
From January 1, 1996 through December 31, 1996, the Company sold and
issued the following unregistered securities:
(1) On July 1, 1996, the Company issued 4,546 shares of Common Stock to
Scot Land in consideration of a three way release among himself, the Company
and the Italimprese Group.
(2) On August 23, 1996, the Company issued 479,318 shares of Common
Stock to Anaconda Opportunity Fund ("Anaconda") following the exercise of a
warrant. The warrant was issued to a predecessor-in-interest to Anaconda in
connection with a certain Bridge Loan and Security Agreement, dated as of
December 28, 1995, entered into between the Company and Anaconda Partners,
L.P. (the "Bridge Loan"). Under the terms of the warrant 454,544 shares were
exercisable at a price of $4.40 per share and 63,636 shares were exercisable
at a price of $5.50 per share.
18.
(3) In August 1996, the Company issued 38,862 shares to LEO Holdings,
Inc. ("LEO") following exercise of a warrant originally issued to Anaconda in
connection with the Bridge Loan and transferred to LEO. Under the terms of
the warrant 34,090 shares were exercisable at a price of $4.40 per share and
4,772 shares were exercisable at a price of $5.50 per share.
(4) On November 12, 1996, the Company issued 183,750 shares of Common
Stock to EG&G International, Ltd. at a price of $10.88 per share.
(5) On December 31, 1996, the Company issued 32,000 shares of Common
Stock to Fredrick L. Roder in consideration of all of the outstanding common
voting stock of Imatron Federal Systems, Inc.
The sales and issuances of securities described in paragraphs 1 through 5
above were made to "Accredited Investors" as such term is defined under Rule
501 of the Securities Act and were therefore deemed to be exempt from
registration under the Securities Act by virtue of Section 4(2) and Rule 506
of the Securities Act.
Appropriate legends are affixed to the stock certificates issued in the
aforementioned transactions. Similar legends were imposed in connection with
any subsequent sales of any such securities except sales of shares by LEO as
resale of these shares was registered pursuant to a registration statement
declared effective on June 7, 1996. All recipients either received adequate
information about the Registrant or had access, through employment or other
relationships, to such information.
THE INFORMATION REQUIRED BY ITEMS 6, 7 AND 8 IS INCORPORATED BY REFERENCE
TO THE COMPANY'S ANNUAL REPORT TO STOCKHOLDERS FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1996 (THE "ANNUAL REPORT") UNDER THE SAME HEADINGS AS FOLLOWS:
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
19.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information required by Item 10 is incorporated by reference to the
Proxy Statement under the caption "Proposal No. 1--Election of
Directors--Nominees." For the information required as to Executive Officers,
see Part I, "Item 1. Business--Executive Officers."
ITEM 11. EXECUTIVE COMPENSATION.
The information required by Item 11 is incorporated by reference to the
Proxy Statement under the captions "Proposal No. 1--Election of Directors"
and "Executive Compensation."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required by Item 12 is incorporated by reference to the
Proxy Statement under the caption "Security Ownership of Certain Beneficial
Owners and Management."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required by Item 13 is incorporated by reference to the
Proxy Statement under the captions "Proposal No. 1--Election of Directors"
and "Certain Transactions."
20.
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1) List of Financial Statements
The following is a list of the financial statements of The
Registrant appearing in the Annual Report and incorporated herein
by reference under Item 8, above:
Consolidated Balance Sheets as of December 31, 1995
and 1996
Consolidated Statements of Operations for the Years
Ended December 31, 1994, 1995 and 1996
Consolidated Statements of Cash Flows for the Years
Ended December 31, 1994, 1995 and 1996
Consolidated Statements of Stockholders' Equity (Deficit)
for the Years Ended December 31, 1994, 1995 and 1996
Notes to Consolidated Financial Statements
(a)(2) List of Financial Statement Schedules
All schedules are omitted because they are not applicable or the
required information is shown in the Financial Statements or in the
notes thereto.
(a)(3) Exhibits:
3.1+ Amended and Restated Certificate of Incorporation of the
Registrant.
3.2+ Bylaws of Registrant.
4.1 Reference is made to Exhibits 3.1 and 3.2.
4.2+ Representative's Warrant Agreement.
10.1+ Technology License Agreement, dated September 11, 1990, by
and between the Registrant and Imatron, Inc.
10.2+ Stockholders Agreement for the Formation of the Registrant,
dated as of August 13, 1990, between Imatron and
FI.M.A.I and Amendment, dated as of September 7, 1990,
as amended by the Termination Agreement, dated as of
December 9, 1992 among the Registrant, FI.M.A.I and Imatron.
10.3+ Lease, dated as of May 20, 1992, as amended May 4, 1995,
between the Registrant and BVY Group.
10.4+ Registrant's Equity Incentive Plan, dated March 9, 1996.
10.5+ Registrant's 1996 Employee Stock Purchase Plan, dated
March 9, 1996.
10.6+ Warrant to Purchase Stock pursuant to the Bridge Loan
Financing Agreement, dated as of December 28, 1995, by
and between the Registrant and Anaconda Partners, L.P.
10.7+ Standby Financing Agreement, dated as of July 26, 1991, by
and between the Company and FI.M.A.I.
10.10+ Investor Rights Agreement, dated as of December 29, 1995, by
and between the Registrant and Kay's Corporation.
10.12* Lease, dated as of February 11, 1997, between the Registrant
and WHLNF Real Estate L.P.
10.13* Purchase Agreement, dated as of December 24, 1996, between
the Registrant and the U.S. Federal Aviation
Administration.
10.15* Stock Purchase Agreement, dated as of November 12, 1996,
between the Registrant and EG&G International, Ltd.
10.16* Stock Purchase Agreement, dated as of December 31, 1996,
between the Registrant and Fredrick L. Roder.
10.17* Loan and Security Agreement, dated as of February 20, 1997,
between the Registrant and Silicon Valley Bank.
10.18* Revolving Promissory Note, dated February 20, 1997, between
the Registrant and Silicon Valley Bank.
10.19* Export-Import Bank Loan and Security Agreement, dated as of
February 20, 1997, between the Registrant and Silicon
Valley Bank.
10.20* Intellectual Property Security Agreement, dated as of
February 20, 1997, between the Registration and Silicon
Valley Bank.
10.21* Key Employee Agreement, dated April 21, 1994, between the
Registrant and Curtis P. DiSibio.
10.22* Key Employee Agreement, dated April 22, 1994, between the
Registrant and Sergio Magistri, and amendment thereto,
dated October 16, 1995.
21.
10.23* Key Employee Agreement, dated March 1, 1996, between the
Registrant and David M. Pillor.
10.24* Key Employee Agreement, dated April 21, 1994, between the
Registrant and Benno Stebler.
11.1* Statement of computation regarding per share earnings.
13.1 Excerpt from the Registrant's Annual Report to Stockholders
for the fiscal year ended December 31, 1996 containing
Selected Financial Data, Management's Discussion and
Analysis of Financial Condition and Results of Operations,
Financial Statements and Notes to the Financial Statements.
23.1 Consent of Price Waterhouse LLP.
___________
(+) Filed as an exhibit to Registrant's Registration Statement
on Form S-1 (No. 333-380) or amendments thereto and
incorporated herein by reference.
* Filed as an exhibit to Registrant's Registration Statement
on Form S-1 (No. 333-23413) and incorporated herein by
reference.
(b) REPORTS ON FORM 8-K
The Registrant filed no reports on Form 8-K during the last quarter
of the fiscal year ended December 31, 1996.
(c) See Exhibits listed under Item 14(a)(3)
(d) The financial statement schedules required by the Item are listed
under Item 14(a)(2).
22.
SIGNATURES
In accordance with the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this Annual
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly organized, on the 30th day of March 1997.
INVISION TECHNOLOGIES, INC.
By: /S/ SERGIO MAGISTRI
---------------------------------------------
Sergio Magistri
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Sergio Magistri and Curtis P. DiSibio
or either of them, his or her attorney-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any
amendments to this Report, and to file the same, with exhibits thereto and
other documents in connections therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitute or substitutes, may do or cause
to be done by virtue hereof.
In accordance with the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant in the capacities and on the dates stated.
SIGNATURE TITLE DATE
/S/ SERGIO MAGISTRI President, Chief Executive Officer and Director March 30, 1997
- ------------------------- (PRINCIPAL EXECUTIVE OFFICER)
Sergio Magistri
/S/ CURTIS P. DISIBIO Vice President and Chief Financial Officer March 30, 1997
- ------------------------- (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
Curtis P. DiSibio
/S/ DOUGLAS P. BOYD Director March 30, 1997
- -------------------------
Douglas P. Boyd
/S/ GIOVANNI LANZARA Director March 30, 1997
- -------------------------
Giovanni Lanzara
/S/ BRUNO TREZZA Director March 30, 1997
- -------------------------
Bruno Trezza
23.