Attached files
file | filename |
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EX-23.1 - EXHIBIT 23.1 - ORBIT FR INC | c26090exv23w1.htm |
EX-23.2 - EXHIBIT 23.2 - ORBIT FR INC | c26090exv23w2.htm |
EX-31.1 - EXHIBIT 31.1 - ORBIT FR INC | c26090exv31w1.htm |
EX-31.2 - EXHIBIT 31.2 - ORBIT FR INC | c26090exv31w2.htm |
EX-32.2 - EXHIBIT 32.2 - ORBIT FR INC | c26090exv32w2.htm |
EX-32.1 - EXHIBIT 32.1 - ORBIT FR INC | c26090exv32w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 3 to
FORM 10-K
(Mark One)
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 2010
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period from to
Commission File Number 0-22583
ORBIT/FR, Inc.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE | 23-2874370 | |
(State or Other Jurisdiction | (IRS Employer | |
of Incorporation or Organization) | Identification No.) | |
506 Prudential Road, Horsham, PA | 19044 | |
(Address of Principal Executive Offices) | (Zip Code) |
(215) 674-5100
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
Indicate by check mark in the registrant is a well-known seasoned issuer, as defined in rule
405 of the Securities Act. Yes o No þ
Indicate by check mark in the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the act. Yes o No þ
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 þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained herein, and will not be contained, to the
best of the registrants knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the Registrant has submitted electronically and posted on its
corporate website, if any, every interactive data file required to be submitted and posted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ | |||
(Do not check if a smaller reporting company) |
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12-b-2 of
the Act) Yes o No þ
As of June 30, 2010, the last business day of the Registrants most recently completed second
fiscal quarter, the aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Registrant was $4,741,652 (based on the closing price of the Common Stock on
June 30, 2010 of $2.06 per share). The information provided shall in no way be construed as an
admission that any officer, director, or 10% shareholder in the Company may or may not be deemed an
affiliate of the Company or that he/it is the beneficial owner of the shares reported as being held
by him/it, and any such inference is hereby disclaimed. The information provided herein is included
solely for record keeping purposes of the Securities and Exchange Commission. As of March 30, 2010,
6,001,773 shares of Common Stock were outstanding.
ORBIT/FR, Inc.
Index
Page No. | ||||||||
4 | ||||||||
20 | ||||||||
Exhibit 23.1 | ||||||||
Exhibit 23.2 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 |
2
Table of Contents
Explanatory Note
This Amendment
No. 3 to the Annual Report on Form 10-K/A (the Amendment) of Orbit/FR, Inc.
(the Company or we) is being filed solely for the purpose of correcting a typographical
error in the audit report of Ziv Haft. Except as described above, no other changes are being made to the Companys Annual Report on
Form 10-K for the fiscal year ended December 31, 2010, as amended (the Form 10-K). This Amendment does not
reflect events occurring after the March 31, 2011 filing of our Form 10-K and does not modify or
update the disclosure contained in the Form 10-K in any way other than as described in this
Explanatory Note.
3
Table of Contents
PART II
Item 8. | Financial Statements and Supplementary Data |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and
Board of Directors
Orbit/FR, Inc.
Board of Directors
Orbit/FR, Inc.
We have audited the consolidated balance sheets of Orbit/FR, Inc. and Subsidiaries as of December
31, 2010 and December 31, 2009 and the related consolidated statements of operations, stockholders
equity and cash flows for the years then ended. These consolidated financial statements are the
responsibility of the Companys management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits. We did not audit the financial statements of
Orbit/FR Engineering, LTD., a wholly owned subsidiary, which statements reflect total assets of
$10,874,000 as of December 31, 2010 and $9,047,000 at December 31, 2009 and total revenues of
$16,348,000 and $14,435,000 for the respective years then ended. Those statements were audited by
other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to
the amounts included for Orbit/FR Engineering, LTD., is based solely on the reports of the other
auditors.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Companys internal control
over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, 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 and
the reports of the other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audit and the reports of the other auditors, the consolidated
financial statements referred to above present fairly, in all material respects, the financial
position of Orbit/FR, Inc. and Subsidiaries as of December 31, 2010 and December 31, 2009 and the
consolidated results of their operations and cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.
/s/ CORNICK, GARBER & SANDLER, LLP
|
||||
March 30, 2011
New York, NY
New York, NY
4
Table of Contents
(LOGO)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
ORBIT/FR ENGINEERING, LTD.
We have audited the accompanying
balance sheet of Orbit/Fr Engineering, Ltd. (the Company) as of
December 31, 2010 and 2009 and the related statements of income, changes in shareholders equity and
cash flows for the years then ended. These financial statements are the
responsibility of the Companys management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Companys internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and as well as evaluating the overall
financial statement presentation. We believe that our audit provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the financial position of Orbit/FR Engineering, Ltd. as of
December 31, 2010 and 2009, and the results of its operations, changes in equity
and its cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.
/s/ Ziv Haft.
Certified Public Accountants (Isr.)
BDO Member Firm
Certified Public Accountants (Isr.)
BDO Member Firm
Tel-Aviv, Israel
March 28, 2011
March 28, 2011
(LOGO)
5
Table of Contents
ORBIT/FR, Inc.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data)
December 31, | ||||||||
2010 | 2009 | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 2,400 | $ | 1,622 | ||||
Accounts receivable, less allowance of $90 and $67 in 2010 and 2009, respectively |
5,693 | 9,207 | ||||||
Inventory |
2,776 | 2,681 | ||||||
Costs and estimated earnings in excess of billings on uncompleted contracts |
4,941 | 1,668 | ||||||
Income tax refunds receivable |
655 | 542 | ||||||
Deferred income taxes |
1,437 | 835 | ||||||
Other |
745 | 277 | ||||||
Total current assets |
18,647 | 16,832 | ||||||
Property and equipment, net |
2,296 | 2,093 | ||||||
Deferred income taxes |
688 | 887 | ||||||
Cost in excess of net assets acquired |
301 | 301 | ||||||
Total assets |
$ | 21,932 | $ | 20,113 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 3,781 | $ | 3,946 | ||||
Accounts payable ultimate parent |
1,697 | 1,482 | ||||||
Accrued expenses |
3,728 | 3,355 | ||||||
Short-term bank financing |
| 250 | ||||||
Customer advances |
75 | 13 | ||||||
Billings in excess of costs and estimated earnings on uncompleted contracts |
2,117 | 2,813 | ||||||
Total liabilities, all current |
11,398 | 11,859 | ||||||
Stockholders equity: |
||||||||
Preferred stock: $.01 par value: |
||||||||
Authorized shares2,000,000 Issued and outstanding sharesnone |
| | ||||||
Common stock: $.01 par value: |
||||||||
Authorized shares10,000,000 Issued shares6,084,473 |
61 | 61 | ||||||
Additional paid-in capital |
16,500 | 16,460 | ||||||
Accumulated deficit |
(5,727 | ) | (8,024 | ) | ||||
Accumulated
other comprehensive (loss)- Foreign currency translation adjustment net of $32, tax benefit |
(57 | ) | | |||||
Treasury stock82,700 shares in 2010 and 2009, at cost |
(243 | ) | (243 | ) | ||||
Total stockholders equity |
10,534 | 8,254 | ||||||
Total liabilities and stockholders equity |
$ | 21,932 | $ | 20,113 | ||||
See accompanying notes.
6
Table of Contents
ORBIT/FR, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except share and per share data)
Years Ended December 31, | ||||||||
2010 | 2009 | |||||||
Contract revenues |
$ | 36,245 | $ | 31,246 | ||||
Cost of revenues |
25,514 | 20,483 | ||||||
Gross profit |
10,731 | 10,763 | ||||||
Operating expenses: |
||||||||
General and administrative |
3,113 | 3,005 | ||||||
Sales and marketing |
2,920 | 3,565 | ||||||
Sales, marketing, general and administrative-MVG |
1,681 | 1,539 | ||||||
Research and development |
1,253 | 1,308 | ||||||
(Gain) loss on disposal of assets |
(109 | ) | 167 | |||||
Total operating expenses |
8,858 | 9,584 | ||||||
Operating income |
1,873 | 1,179 | ||||||
Other (loss), net |
(73 | ) | (217 | ) | ||||
Income before income tax |
1,800 | 962 | ||||||
Income tax (benefit) |
(497 | ) | (508 | ) | ||||
Net income |
$ | 2,297 | $ | 1,470 | ||||
Other
comprehensive (loss)- Foreign currency translation adjustment, net of $32 tax benefit |
(57 | ) | | |||||
Total comprehensive income |
$ | 2,240 | $ | 1,470 | ||||
Basic and diluted income per share |
$ | 0.38 | $ | 0.24 | ||||
Weighted average number common shares basic |
6,001,773 | 6,001,583 | ||||||
Weighted average number common shares diluted |
6,029,701 | 6,001,583 | ||||||
See accompanying notes.
7
Table of Contents
ORBIT/FR, Inc.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
(Shares and amounts in thousands)
Additional | Accumulated | Total | ||||||||||||||||||||||||||||||
Common Stock | Paid-in | Accumulated | Comprehensive | Treasury Stock | Stockholders | |||||||||||||||||||||||||||
Shares | Amount | Capital | Deficit | (Loss) | Shares | Amount | Equity | |||||||||||||||||||||||||
Balance, January 1, 2009 |
$ | 6,084 | $ | 61 | $ | 16,383 | $ | (9,494 | ) | $ | | $ | 83 | $ | (243 | ) | $ | 6,707 | ||||||||||||||
Net income |
| | | 1,470 | | | | 1,470 | ||||||||||||||||||||||||
Stock-based compensation |
| | 77 | | | | | 77 | ||||||||||||||||||||||||
Balance, December 31, 2009 |
6,084 | $ | 61 | $ | 16,460 | $ | (8,024 | ) | | 83 | $ | (243 | ) | $ | 8,254 | |||||||||||||||||
Net income |
2,297 | 2,297 | ||||||||||||||||||||||||||||||
Stock-based compensation |
| | 40 | | | | | 40 | ||||||||||||||||||||||||
Accumulated other
comprehensive (loss)
foreign currency
translation adjustment
$32 net of tax benefit |
| | | | (57 | ) | | | (57 | ) | ||||||||||||||||||||||
Balance, December 31, 2010 |
6,084 | $ | 61 | $ | 16,500 | $ | (5,727 | ) | $ | (57 | ) | 83 | $ | (243 | ) | $ | 10,534 | |||||||||||||||
See accompanying notes.
8
Table of Contents
ORBIT/FR, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
Year Ended December 31, | ||||||||
2010 | 2009 | |||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 2,297 | $ | 1,470 | ||||
Adjustments to reconcile results of operations to net cash (used in) provided by operating activities: |
||||||||
Depreciation |
525 | 399 | ||||||
(Gain) loss on disposal of fixed assets |
(109 | ) | 66 | |||||
Stock-based compensation |
40 | 77 | ||||||
Deferred income tax provision |
(402 | ) | (508 | ) | ||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
3,437 | (1,547 | ) | |||||
Inventory |
(103 | ) | (327 | ) | ||||
Costs and estimated earnings in excess of billings on uncompleted contracts |
(3,282 | ) | (223 | ) | ||||
Income tax refunds receivable |
(112 | ) | (102 | ) | ||||
Other current assets |
(440 | ) | 22 | |||||
Accounts payable and accrued expenses |
89 | 1,763 | ||||||
Accounts payable ultimate parent |
313 | 1,387 | ||||||
Customer advances |
66 | (663 | ) | |||||
Billings in excess of costs and estimated earnings on uncompleted contracts |
(603 | ) | 743 | |||||
Net cash provided by operating activities |
1,716 | 2,557 | ||||||
Cash flows from investing activities: |
||||||||
Insurance
proceeds for replacement of property and equipment |
134 | | ||||||
Proceeds from sale of property and equipment |
(764 | ) | (1,239 | ) | ||||
Net cash (used in) investing activities |
(630 | ) | (1,239 | ) | ||||
Cash flows from financing activities |
||||||||
Proceeds from short term bank financing |
1,050 | |||||||
Repayments of short term bank financing |
(250 | ) | (2,267 | ) | ||||
Net cash (used in) financing activities |
(250 | ) | (1,217 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents |
(58 | ) | | |||||
Net increase in cash and cash equivalents |
778 | 101 | ||||||
Cash and cash equivalents at beginning of year |
1,622 | 1,521 | ||||||
Cash and cash equivalents at end of year |
$ | 2,400 | $ | 1,622 | ||||
Supplemental disclosures of cash flow information: |
||||||||
Net cash paid during the year for income taxes |
$ | 291 | $ | 267 | ||||
Net cash paid during the year for interest |
$ | 7 | $ | 15 | ||||
See accompanying notes.
9
Table of Contents
ORBIT / FR, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except share and per share data)
1. Summary of Significant Accounting Policies
Ownership and Basis of Presentation
ORBIT/FR, Inc. (the Company) was incorporated in Delaware on December 9, 1996, as a
wholly-owned subsidiary of Orbit-Alchut Technologies, Ltd., an Israeli publicly traded corporation
(hereinafter referred to as Alchut). On May 13, 2008, Alchut sold all of its 3.7 million shares
of common stock of the Company to Satimo Industries, SA (Satimo) and on June 30, 2009, as a result
of a corporate reorganization, Satimo became a wholly owned subsidiary of Microwave Vision, SA
(Microwave Vision) a newly created holding company which is publicly traded on the ALTERNEXT
stock exchange. The Company develops, markets, and supports sophisticated automated microwave test
and measurement systems for the wireless communications, satellite, automotive, and
aerospace/defense industries and manufactures anechoic foam, a microwave absorbing material that is
an integral component of microwave test and measurement systems. ORBIT/FR, Inc., a holding company,
supports its worldwide customers through its subsidiaries ORBIT/FR Engineering, LTD (Israel),
(hereinafter referred to as Engineering), ORBIT/FR Europe (Germany), Advanced ElectroMagnetics,
Inc. (AEMI, San Diego, CA), and Orbit Advanced Technologies, Inc. and Flam and Russell, Inc.
(Horsham, PA). The Company sells its products to customers throughout Asia, Europe and North and
South America.
Principles of Consolidation
The consolidated
financial statements include the accounts of the Company and its wholly-owned subsidiaries.
All significant intercompany accounts and transactions of the Company and its wholly-owned
subsidiaries have been eliminated in consolidation.
The Companys functional currency for the operations of its subsidiary in Israel is the U.S.
dollar. The Companys functional currency for the operations of its German subsidiary is the
Euro. The translation of foreign subsidiaries financial statements denominated in a functional currency
other than the U.S. dollar into U.S. dollars is performed at each balance sheet date as follows:
The foreign currency statement of operations is translated at the average exchange rate in effect
for the period. The balance sheet asset and liability accounts are translated at the period-end
exchange rate. The resulting translation gain or loss is recorded as a separate component of
stockholders equity. The change in the cumulative translation gains or losses from the preceding
period is separately reported, net of income tax effect, on the statement of operations under the
caption Other comprehensive income (loss) foreign currency translation adjustment, unless such
change is considered immaterial (in which case it is included in foreign exchange transaction gains
or losses).
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States requires management to make estimates and assumptions that affect the
amounts in the financial statements and accompanying notes. Actual results could differ from those
estimates.
Cash and Cash Equivalents
The Company classifies as cash equivalents all highly liquid instruments with original
maturities of three months or less at the time of purchase.
Accounts Receivable
The Company accounts for potential losses in accounts receivable utilizing the allowance
method. In reviewing aged receivables, management considers its knowledge of customers, historical
losses and current economic conditions in establishing the allowance for doubtful accounts.
Inventory
Inventory is stated at the lower of cost, determined on the first-in first out method, or
market.
10
Table of Contents
Property and Equipment
Property and equipment are recorded at cost. Depreciation is computed on accelerated methods
for both financial reporting and income tax reporting purposes over the estimated useful lives as
follows: office equipment 5-7 years; lab equipment 5 years; furniture and fixtures 7
years; transportation equipment 5 years; leasehold improvements life of lease.
Cost in Excess of Net Assets Acquired
Cost in excess of net assets acquired (goodwill), represents the excess of costs over the
fair value of the net assets acquired in connection with the Companys acquisition of Advanced
ElectroMagnetics, Inc. (AEMI) in 1997.
The Company has tested the goodwill of AEMI for impairment at December 31, 2010 and 2009 using
the present value of future cash flow valuation method. No adjustment for the value of goodwill was
necessary.
Revenue and Cost Recognition
The Companys principal sources of contract revenues are from engineering and design services
and the production of electro-mechanical equipment. Revenues from long-term fixed-price development
contracts performed principally under the Companys control are recognized on the percentage-of-
completion method, measured by the percentage of costs incurred to date to estimated total costs
for each contract when such costs can be reasonably estimated. Contract costs include all direct
material, labor and subcontractor costs and those indirect costs related to contract performance
such as indirect labor, supplies and tool costs. Selling, general and administrative costs are
charged to expense as incurred. Changes in job performance, job conditions, and estimated
profitability, including those arising from contract penalty provisions and final contract
settlements, may result in revisions to costs and revenue and are recognized in the period in which
the revisions are determined. Revenues recognized in excess of amounts billed are classified under
current assets as costs and estimated earnings in excess of billings on uncompleted contracts.
Amounts billed to customers in excess of revenues recognized to date are classified under current
liabilities as billings in excess of costs and estimated earnings on uncompleted contracts.
Revenues from electro-mechanical equipment sold to customers which are not part of a larger
contract are recognized when the contract is completed and the equipment is delivered.
Research and Development
Internally funded research and development costs are charged to operations as incurred.
Included in cost of revenues are customer-funded research and development costs of approximately $8
and $147 for the years ended December 31, 2010 and 2009, respectively. Other research and
development costs are separately reflected in the Consolidated Statement of Operations.
Concentrations of Credit Risk and Significant Customers
Financial instruments, which potentially subject the Company to a concentration of credit
risk, consist principally of cash and accounts receivable.
The Company maintains cash and cash equivalents with various major commercial institutions in
the U.S. and overseas. At December 31, 2010, cash balances that are either uninsured under the
Federal Deposit Insurance Corporation coverage limit per financial institution, or are located
overseas without such type of insurance coverage, totaled approximately $1,979. The Company does
not anticipate credit risk in connection with its concentration of cash.
To reduce credit risk relating to the Companys sales in the U.S. and overseas, the Company
performs ongoing credit evaluations of its commercial customers financial condition, but generally
does not require collateral for government and domestic commercial customers. For certain foreign
commercial customers, the Company generally requires irrevocable letters of credit in the amount of
the total contract. At December 31, 2010, there were twenty four bank guarantees in place for
foreign customers with an aggregate value of approximately $4,655.
One customer accounted for 10.6% of the Companys consolidated
revenue for the year ended December 31, 2010.
11
Table of Contents
Warranty Expense
The Company provides for warranty costs on its products. Product warranty periods generally
extend for one year from the date of sale. The warranty expense is not material.
Income Taxes
The Company uses the liability method to account for income taxes. Accordingly, deferred
income taxes reflect the net tax effect of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts reportable for income tax
purposes. The Company files a consolidated federal income tax return with its domestic subsidiaries
and separate income tax returns in Israel and Germany for its foreign subsidiaries.
Foreign Currency Transactions
The Company
records transactions in connection with foreign currency invoices
received, collected,
issued or paid at the exchange rate in effect at the date of the
transaction. Receivables and payables
denominated in foreign currency are re-measured at each balance sheet date. The
differences resulting from unrealized changes in foreign exchange rates are recorded as foreign exchange
gain or loss, which is included as a component of Other (loss)
income, net on the consolidated statement of operations. When a transaction is collected or paid within an accounting period, a realized
foreign exchange gain or loss is recorded based on the rate at the date of settlement and the
previous carrying amount of the receivable or payable. The Company occasionally enters into forward
exchange currency contracts and their carrying amount is measured at each balance sheet date. The
change in carrying amount is recorded as a foreign exchange gain or loss. The foreign transaction
gain for the fiscal year ended December 31, 2010 was $22. The foreign transaction loss for the
year ended December 31, 2009 was $120.
For the years ended December 31, 2010 and 2009, approximately 21% and 14%, respectively, of
the Companys revenue was billed in currencies other than the
U.S. dollar. Transactions with the Companys parent are
predominantly in Euros. The majority of the costs incurred in performing the Companys contracts have been denominated in U.S.
dollars.
Income Per Share Amounts
Basic income (loss) per share is calculated by dividing the net income (loss) by the weighted
average common shares outstanding for the period. Diluted income per share is calculated by
dividing net income by the weighted average common shares outstanding for the period plus the
effect of outstanding stock options when they are considered dilutive. Outstanding stock options
were not considered dilutive in 2009.
Stock-Based Compensation
The Company has stock-based employee compensation plans, which are described more fully in
Note 12. Prior to January 1, 2006, the Company accounted for stock options issued pursuant to its
stock option plans (the Plans) under recognition and measurement provisions of APB Opinion No.
25, as permitted by subsequent standards issued by the Financial Standards Accounting Board.
Effective January 1, 2006, the Company adopted the fair value provisions for share-based awards,
and compensation costs. All share based awards granted subsequent to January 1, 2006, are based on
the grant-date fair value estimated in accordance with the provisions of the Financial Standards
Accounting Board and recognized on a straight line basis over the shorter of the vesting or
requisite service periods.
Fair Value of Financial Instruments
Cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and bank
financing reported in the consolidated balance sheets equal or approximate fair value due to their
short maturities.
12
Table of Contents
Impact of Recent Accounting Pronouncements
Public companies in the United States are subject to the accounting and reporting requirements
of various authorities, including the Financial Accounting Standards Board (FASB) and the
Securities and Exchange Commission (SEC). These authorities issue numerous pronouncements, most
of which are not applicable to the Companys current or reasonably foreseeable operating structure.
Below are the new authoritative pronouncements that management believes are relevant to the
Companys current operations.
In April 2009, the FASB issued FSP No. FAS-107-1 and APB 28-1, Interim Disclosures about Fair
Value of Financial Instruments. This amends previous guidance, to require disclosures about fair
value of financial instruments for interim reporting periods as well as in annual financial
statements. This guidance was effective for interim reporting periods ending after June 15, 2009.
This guidance did not have any impact on our consolidated financial statements.
In October 2009, the FASB issued revised guidance related to multiple-element arrangements
which requires an entity to allocate arrangement consideration at the inception of an arrangement
to all deliverables based on relative-selling-price. This update eliminates the use of the residual
method of allocation and requires the relative-selling-price method in all circumstances. This
guidance is effective for fiscal years beginning on or after September 15, 2010. Companies may use
either prospective application for revenue arrangements entered into, or materially modified, after
the effective date or through retrospective application to all revenue arrangements for all periods
presented. The Company does not believe this amended guidance will have a material impact on its
consolidated financial statements.
In October 2009, the FASB issued amended guidance that affects how entities account for
revenue arrangements that contain both hardware and software elements. Products that rely on
software will be accounted for under the revised multiple-element arrangement revenue recognition
guidance mentioned above rather than software revenue recognition guidance. The revised guidance
must be adopted no later than fiscal years beginning on or after September 15, 2010. The transition
method and period for the adoption of this guidance and the revisions to the multiple-elements
arrangements guidance noted above must be the same. The Company does not believe that this guidance
will have a material impact on its consolidated financial statements.
Management does not believe that any other recently issued, but not yet effected, accounting
standards if currently adopted would have a material effect on the Companys consolidated financial
statements.
2. Inventory
Inventory consists of the following:
December 31, | ||||||||
2010 | 2009 | |||||||
Work-in-process |
$ | 140 | $ | 509 | ||||
Parts and components |
2,636 | 2,172 | ||||||
Total |
$ | 2,776 | $ | 2,681 | ||||
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3. Property and Equipment
Property and equipment consists of the following:
December 31, | ||||||||
2010 | 2009 | |||||||
Lab and computer equipment |
$ | 2,864 | $ | 2,411 | ||||
Office equipment |
884 | 742 | ||||||
Transportation equipment |
61 | 45 | ||||||
Furniture and fixtures |
65 | 10 | ||||||
Fixed assets in process |
72 | 125 | ||||||
Leasehold improvements |
651 | 627 | ||||||
Total |
4,597 | 3,960 | ||||||
Less accumulated depreciation |
2,301 | 1,867 | ||||||
Property and equipment, net |
$ | 2,296 | $ | 2,093 | ||||
4. Accrued Expenses
Accrued expenses consist of the following:
December 31, | ||||||||
2010 | 2009 | |||||||
Contract costs |
$ | 72 | $ | 58 | ||||
Compensation |
1,673 | 1,525 | ||||||
Commissions |
628 | 450 | ||||||
Royalties |
71 | 58 | ||||||
Warranty |
574 | 452 | ||||||
Customer advances and deferred revenue |
240 | 241 | ||||||
Other |
470 | 571 | ||||||
Total |
$ | 3,728 | $ | 3,355 | ||||
5. Short Term Bank Financing
On December 13, 2010 the Company signed a new $2.25 million domestic demand line of credit
facility agreement with Citizens Bank. The revolving line can also be used to support the issuance of
letters of credit. The interest rate on loans under the line is at LIBOR rate plus 2.25%. The new
facility does not contain any financial covenants and is collateralized by the assets of Orbit
Advanced Technologies, Inc. and Advanced Electromagnetics, Inc. subsidiaries of Orbit/FR, Inc. The
agreement prohibits the payment of dividends on or any distribution on account of any class of
capital stock in cash or property without prior written consent of the Bank. In addition, the
Company also signed a $250,000 asset term note non-revolving line of credit with Citizens Bank. This facility has
an interest rate of prime plus two and one-half percent and allows up to a five year amortization
of any advances under the facility starting at the time of each advance.
Orbit/FR Engineering, LTD has established lines of credit with the two Israeli banks and one
Indian Bank (Israeli Branch). The line of credit from one Israeli bank has a NIS denominated limit
of 378 and USD 1,900 for the issuances of bank guarantees of letters of credit in favor of customers
and one Israeli bank has a US dollar denominated limit of $250 and $2,400 for the issuances of bank
guarantees of letters of credit in favor of customers. The Indian bank line of credit is $500 and
$3,000 for the issuances of bank guarantees of letters of credit in favor of customers. The
interest rates charged by all the banks are at LIBOR plus 2.25%.
There were no outstanding balances
due at December 31, 2010 and 2009 under the lines of credit. The bank agreements with all three
banks do not have expiration dates but are subject to termination on a quarterly basis based upon
the Companys financial performance for the quarter. These lines of credit are collateralized by
the assets of Orbit/FR Engineering, LTD., a subsidiary of Orbit/FR, Inc.
14
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6. Related Party Transactions
Included in sales and cost of revenues for the year ended December 31, 2010 are approximately
$2.3 million and $423 respectively relating to sales to and purchases from Microwave Vision.
Included in sales and cost of revenues for the year ended December 31, 2009, are approximately $530 and $683, respectively, relating to sales to and purchases from
Microwave Vision for the year ended December 31, 2009.
On August 14, 2009, the Company entered into an Assistance and Provision of Services Agreement
(the Services Agreement) with Microwave Vision and several subsidiaries of Microwave Vision,
including Satimo. Microwave Vision owns 3.7 million shares of common stock of the Company, which it
acquired through a reorganization involving its wholly owned subsidiary, Satimo. Satimo originally
acquired its shares of common stock of the Company from Orbit-Alchut Technologies, Ltd. on May 13,
2008. Pursuant to the Services Agreement, Microwave Vision agreed to provide management,
operational, sales and marketing, legal, technical and other services to the Company, Satimo, and
Microwave Visions other direct and indirect Subsidiaries (collectively, the Subsidiaries). In
consideration thereof, the Company, Satimo and each of the other Subsidiaries agreed to pay
Microwave Vision a fee to be determined as of the start of each calendar year, effective on January
1, 2009, based on the projected gross margins of each Subsidiary for that year, subject to
adjustment at year-end based on each entities gross margin (as defined) for the year. In addition,
the Company
agreed to pay Microwave Vision an additional fee of 1% of its gross sales in consideration of the
right to use the name Microwave Vision in the Companys sales and marketing
activities. The Company
has recorded approximately $1.7 million and $1.5 million respectively in expenses related to the
Services Agreement for the years ended December 31, 2010 and 2009. As a result of the year-end
adjustment, the amount of expense charged for the quarters ended December 31, 2010 and 2009 was
approximately $657,000 and $588,000 or $315,000 and $271,000 respectively, greater than the
quarterly charges accrued by the Company based upon budget.
7. Commitments and Contingencies
The Company leases its operating facilities and certain equipment under non-cancelable
operating lease agreements which expire in various years through 2015. Rent expense for the years
ended December 31, 2010 and 2009 was approximately $913 and $906, respectively. Future minimum
lease payments under non-cancelable operating leases with initial terms of one year or more are as
follows:
Year ending December 31: | ||||
2011 |
$ | 698 | ||
2012 |
510 | |||
2013 |
367 | |||
2014 |
265 | |||
2015 |
183 | |||
Total |
$ | 2,023 | ||
Under the terms of the Chief Scientist grant in Israel, Engineering is obligated to pay
royalties at a rate of 2% of revenues generated from the sale of certain products up to the amount
of the grant. For the years ended December 31, 2010 and 2009, royalties under this program were
approximately $17 and $8, respectively. At December 31, 2010, the Company had an outstanding
contingent obligation to the Chief Scientist of $87. Such contingent obligation is payable in
future periods based upon annual sales of products developed under the grants.
At December 31, 2010, the Company has outstanding letters of credit in the favor of customers
and a landlord totaling $5,955
As a result of the fire which occurred at the Companys AEMI subsidiary in California on
November 3, 2010, the Company has incurred additional clean-up and other costs which are subject to
ongoing insurance claims at December 31, 2010. Through December 31, 2010 the Company has received
$134, representing the replacement cost of certain machinery with a depreciated book basis of $25
resulting in a gain of $109. Insurance recoveries for other costs and business interruption
coverage are still pending at December 31, 2010 and will be reported as revenue upon settlement
with the insurance carrier.
15
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8. Segment and Geographic Information
The Company operates exclusively in one industry segment, the business of developing,
marketing and supporting sophisticated automated microwave test and measurement systems. In
addition to its principal operations and markets in the United States, the Company conducts sales,
customer support and service operations to other geographic locations in Europe, Asia, and North
America. The following table represents financial information by geographic region for the years
ended December 31, 2010 and 2009.
North | ||||||||||||||||
America | Europe | Asia | Total | |||||||||||||
2010 |
||||||||||||||||
Sales to unaffiliated customers |
$ | 17,102 | $ | 11,869 | $ | 7,274 | $ | 36,245 | ||||||||
Cost of revenues to unaffiliated customers |
12,079 | 8,409 | 5,026 | 25,514 | ||||||||||||
Gross profit unaffiliated customers |
$ | 5,023 | $ | 3,460 | $ | 2,248 | $ | 10,731 | ||||||||
Net property and equipment |
$ | 1,059 | $ | 1,237 | $ | | $ | 2,296 | ||||||||
Total assets |
$ | 12,087 | $ | 9,813 | $ | | $ | 21,900 | ||||||||
2009 |
||||||||||||||||
Sales to unaffiliated customers |
$ | 16,152 | $ | 8,208 | $ | 6,886 | $ | 31,246 | ||||||||
Cost of revenues to unaffiliated customers |
10,316 | 5,362 | 4,805 | 20,483 | ||||||||||||
Gross profit unaffiliated customers |
$ | 5,836 | $ | 2,846 | $ | 2,081 | $ | 10,763 | ||||||||
Net property and equipment |
$ | 812 | $ | 1,281 | $ | | $ | 2,093 | ||||||||
Total assets |
$ | 11,452 | $ | 8,661 | $ | | $ | 20,113 | ||||||||
In the table above North America includes property and assets of all domestic operations,
and Europe includes property and assets of the subsidiaries in Germany and Israel.
9. Income Taxes
Pretax income was applicable to the following jurisdictions:
Year ended December 31, | ||||||||
2010 | 2009 | |||||||
United States |
$ | 57 | $ | 665 | ||||
Foreign |
1,743 | 297 | ||||||
Total |
$ | 1,800 | $ | 962 | ||||
The components of income tax (benefit) are as follows:
Year ended December 31, | ||||||||
2010 | 2009 | |||||||
Currently Payable (Refundable): |
||||||||
Federal state and local taxes within the U.S. |
$ | 95 | $ | | ||||
Foreign |
(190 | ) | | |||||
Total |
(95 | ) | | |||||
Deferred: |
||||||||
Federal |
(382 | ) | (539 | ) | ||||
Foreign |
(20 | ) | 31 | |||||
Total |
(402 | ) | (508 | ) | ||||
Total income tax (benefit) |
$ | (497 | ) | $ | (508 | ) | ||
A reconciliation of income tax (benefit) at the U.S. Federal statutory tax rate and the actual
income tax (benefit) is as follows:
Year ended December 31, | ||||||||
2010 | 2009 | |||||||
Tax expense at statutory U.S. Federal rate |
$ | 612 | $ | 327 | ||||
State and local taxes within the U.S. |
35 | 17 | ||||||
Reversal of previous tax accruals |
(218 | ) | | |||||
Decrease in deferred tax asset valuation allowance |
(668 | ) | (1,181 | ) | ||||
Net additional prior years foreign income taxes resulting from tax examination |
| 274 | ||||||
Decrease in tax rate on foreign deferred
tax assets |
(152 | ) | | |||||
Foreign tax rate difference compared to U.S. tax rate |
(125 | ) | 31 | |||||
Other, net |
19 | 24 | ||||||
Total income tax (benefit) |
$ | (497 | ) | $ | (508 | ) | ||
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The tax effects of temporary differences that give rise to a significant portion of deferred
tax assets and liabilities consist of the following:
December 31, | ||||||||
2010 | 2009 | |||||||
Deferred tax assets: |
||||||||
U.S. net operating loss and tax credit carryforwards |
$ | 2,688 | $ | 2,912 | ||||
MVG expense not currently deductible |
287 | |||||||
Allowance for doubtful accounts |
31 | 24 | ||||||
Accrued warranty reserves |
100 | 63 | ||||||
Inventory reserve |
15 | 21 | ||||||
Accrued compensation |
161 | 174 | ||||||
Stock-based compensation |
71 | 113 | ||||||
Unearned service revenue |
86 | 86 | ||||||
Foreign, including German and Israel net operating loss carryforwards |
569 | 827 | ||||||
Total deferred tax assets |
4,008 | 4,220 | ||||||
Deferred tax liabilities: |
||||||||
Depreciation |
(174 | ) | | |||||
Purchase accounting basis differences |
(124 | ) | (124 | ) | ||||
Total deferred tax liabilities |
(298 | ) | (124 | ) | ||||
Net deferred tax asset |
3,710 | 4,096 | ||||||
Less valuation allowance |
(1,586 | ) | (2,374 | ) | ||||
Net deferred tax asset |
$ | 2,124 | $ | 1,722 | ||||
As of December 31, 2010, the Company has net operating loss carryforwards of approximately
$7,806 for U.S. federal income tax purposes which expire through 2024. On May 13, 2008, Alchut sold
all of its 3.7 million shares of common stock of the Company to Satimo. Due to the change in
ownership of the Company utilization of a portion of these net operating loss carryforward is
limited pursuant to Section 382 of the Internal Revenue Code to approximately $1,315 a year, plus
any losses incurred after May 13, 2008. The Company has a net operating loss carryforward in
Germany of approximately $431 and an Israeli net operating loss
carryforward of approximately $621,
both of which are available indefinitely. In 2010 and 2009, the Company decreased its valuation
allowance on its deferred tax assets by $668 and $1,098, respectively due to the Companys estimate
of its ability to generate sufficient future taxable income in the U.S., Israel and Germany to
realize a portion of its deferred tax assets.
The
Companys US tax returns for 2007 through 2010 are open to
examination by the Internal Revenue Service. The open years for
state tax examination vary from 2006 through 2010. The
Companys German and Israeli tax years open to examination are
2007 through 2010.
The Company has not provided for federal income taxes applicable to the undistributed earnings
of its foreign subsidiaries of approximately $1.0 million as of December 31, 2010, since these
earnings are considered permanently reinvested.
10. Retirement Plans
The Company has retirement plans which cover substantially all U.S. employees who have
attained the age of 21 and have completed 3 months of service. Eligible employees make voluntary
contributions to the plans up to specified percentages of their annual compensation as defined in
the plans. Under the plans, the Company makes discretionary matching contributions determinable
each plan year and additional contributions based on annual eligible compensation for each
participant. The plans are funded on a current basis. For the years ended December 31, 2010 and
2009, the Companys contributions to the plans were $47 and $45, respectively.
11. Long-Term Contracts
Long-term contracts in process accounted for using the percentage-of-completion method are as
follows:
December 31, | ||||||||
2010 | 2009 | |||||||
Accumulated expenditures on uncompleted contracts |
$ | 58,597 | $ | 45,179 | ||||
Estimated earnings thereon |
18,310 | 13,335 | ||||||
Total |
76,907 | 58,514 | ||||||
Less: applicable progress billings |
(74,083 | ) | (59,659 | ) | ||||
Net |
$ | 2,824 | $ | (1,145 | ) | |||
The long-term contracts are shown in the accompanying balance sheets as follows: |
||||||||
Costs and estimated earnings on uncompleted contracts in excess of billings |
$ | 4,941 | $ | 1,668 | ||||
Billings on uncompleted contracts in excess of costs and estimated earnings |
(2,117 | ) | (2,813 | ) | ||||
Net |
$ | 2,824 | $ | (1,145 | ) | |||
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12. Stock Option Plan
The Companys 1997 Equity Incentive Plan (the Incentive Plan), as subsequently amended,
provides for awards of 1,200,000 shares of the Companys stock. Options granted generally vest over
five years and typically have a life of ten years. The purpose of the Incentive Plan is to promote
the long-term retention of the Companys key employees and certain other persons who are in a
position to make significant contributions to the success of the Company. The Incentive Plan
permits grants of incentive stock options (ISOs), options not intended to qualify as ISOs
(nonqualified options), stock appreciation rights (SARs), restricted, unrestricted and deferred
stock awards, performance awards, loans and supplemental cash awards, and combinations of the
foregoing (all referred to as Awards).
In July of 2007, the Board of Directors approved two grants of non-qualified stock options for
84,300 and 435,100 shares to key employees, management and Board members of the Company. These
grants resulted in stock-based compensation expense of $26 and $63 for the years ended December 31,
2010 and December 31, 2009, respectively.
In March of 2008, the Board of Directors approved a grant of non-qualified stock options for
30,000 shares to the Companys Chief Financial Officer. This grant resulted in stock-based
compensation of $14 and $14 for the years ended December 31, 2010 and December 31, 2009,
respectively.
Detailed information concerning the Stock Option Plan is as follows at December 31:
2010 | 2009 | |||||||||||||||
Weighted | Weighted | |||||||||||||||
Average | Average | |||||||||||||||
Exercise | Exercise | |||||||||||||||
Options | Price | Options | Price | |||||||||||||
Options authorized |
1,200,000 | 1,200,000 | ||||||||||||||
Outstanding, beginning of year |
323,550 | $ | 2.55 | 482,700 | $ | 2.44 | ||||||||||
Options granted |
| | ||||||||||||||
Options forfeited |
(44,300 | ) | 3.40 | (159,150 | ) | 2.22 | ||||||||||
Options outstanding, end of year |
279,250 | 2.41 | 323,550 | 2.55 | ||||||||||||
Options exercisable, end of year |
241,225 | $ | 2.43 | 246,250 | $ | 2.61 | ||||||||||
Weighted average remaining contractual life (years) |
4.75 | 5.51 | ||||||||||||||
Weighted average fair value of options granted at market value |
$ | | $ | | ||||||||||||
Range of exercise prices per share, options outstanding |
$ | 1.95-$3.00 | $ | 1.95-$6.63 | ||||||||||||
The Company uses the Black-Scholes option valuation model for use in estimating the fair value
of its stock options. This model was developed for traded options which have no vesting
restrictions and are fully transferable. Option models require input of highly subjective
assumptions including future stock price volatility. Because the Companys stock options have
characteristics significantly different from those of traded options, and because changes in the
subjective assumptions can materially affect the fair value estimates, in managements opinion, the
Black-Scholes model does not necessarily provide a reliable measure of the fair value the Companys
stock options.
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Table of Contents
13. Stockholders Equity
Common Stock
The holders of shares of Common Stock are entitled to one vote for each share on record on any
matters to be voted on by the stockholders. The holders of Common Stock are entitled to receive
dividends if declared by the Board of Directors and to share ratably in the assets of the Company
legally available for distribution to its stockholders in the event of liquidation, dissolution or
winding-up of the Company. Holders of Common Stock have no preemptive, subscription, redemption or
conversion rights.
Preferred Stock
The Companys Board of Directors may, without further action by the Companys stockholders,
from time to time, direct the issuance of shares of Preferred Stock in series and may, at the time
of issuance, determine the rights, preferences and limitations of each series. The holders of
Preferred Stock would normally be entitled to receive a preference payment in the event of any
liquidation, dissolution or winding-up of the Company before any payment is made to the holders of
the Common Stock. The issuance of Preferred Stock could decrease the amount of earnings and assets
available for distribution to the holders of Common Stock or could adversely affect the rights and
powers, including voting rights, of the holders of Common Stock.
Treasury Stock
On June 24, 1998, the Companys Board approved the repurchase of up to 300,000 shares of its
stock. The Company has repurchased 82,900 shares through December 31, 2010 for $243, of which 200
shares were re-issued in 2009 for a nominal amount.
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Table of Contents
PART IV
ITEM 15. | EXHIBITS, FINANCIAL STATEMENTS SCHEDULE |
Exhibits
3.1 | Amended and Restated Certificate of Incorporation of the Company. (2) |
|||
3.2 | Bylaws of the Company. (7) |
|||
4.1 | Specimen Common Stock Certificate of the Company. (2) |
|||
4.2 | Citizens Bank Term Note, dated December 13, 2010, in the aggregate principal amount of $250,000.† |
|||
4.3 | Citizens Bank Revolving Demand Note, dated December 13, 2010, in the
aggregate principal amount of $2,250,000.† |
|||
10.1 | * | Employment Agreement dated January 1, 1997 by and between the Company and Moshe Pinkasy. (1) |
||
10.2 | * | 1997 Equity Incentive Plan. (1) |
||
10.3 | ORBIT/FR Inc. non-debarment agreement dated February 15, 2000 (4) |
20
Table of Contents
10.4 | Consent Agreement. (8) |
|||
10.5 | * | Employment Agreement dated December 16, 2008 by and between the Company and Per Iversen. (9) |
||
10.6 | Services Agreement dated August 14, 2009 among the Company, Microwave Vision Group, S.A. and
the other parties thereto. (10) |
|||
10.7 | Loan Agreement, dated December 13, 2010 by and between the Company and Citizens Bank of Pennsylvania (Equipment Line of Credit).† |
|||
10.8 | Security Agreement, dated December 13, 2010, by and between the Company and Citizens Bank of Pennsylvania (Equipment Line of Credit).† |
|||
10.9 | Loan Agreement, dated December 13, 2010, by and between the Company and Citizens Bank of Pennsylvania (Revolving Credit Facility).† |
|||
10.10 | Security Agreement, dated December 13, 2010, by and between the Company and Citizens Bank of Pennsylvania (Revolving Credit Facility).† |
|||
14.1 | Employee Ethics Policy. (6) |
|||
21.1 | Subsidiaries of the Registrant. (3) |
|||
23.1 | Consent of Cornick, Garber & Sandler, LLP. |
|||
23.2 | Consent of Ziv Haft Certified Public Accountants (Isr.). |
|||
24.1 | Power of Attorney.† |
|||
31.1 | Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2003, of Per Iversen, President and Chief Executive Officer. |
|||
31.2 | Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2003, of Relland Winand, Chief Financial Officer. |
|||
32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2003, of Per Iversen, President and Chief Executive Officer |
|||
32.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2003, of Relland Winand, Chief Financial Officer. |
21
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* | Management contract, compensatory plan or arrangement |
|
† | Previously filed |
|
(1) | Incorporated by reference to the Companys Registration Statement on Form S-1 (File No.
333-25015), filed with the Commission on April 11, 1997 |
|
(2) | Incorporated by reference to Amendment 1 of the Companys Registration Statement on Form S-1
(File No. 333-25015), filed with the Commission on May 19, 1997 |
|
(3) | Incorporated by reference to Amendment 2 of the Companys Registration Statement on Form S-1
(File No. 333-25015), filed with the Commission on June 5, 1997 |
|
(4) | Incorporated by reference to Companys Annual Report on Form 10-K filed on March 30, 2001 |
|
(5) | Incorporated by reference to Companys Annual Report on Form 10-K filed on March 31, 2003 |
|
(6) | Incorporated by reference to Companys Annual Report on Form 10-K filed on March 30, 2004 |
|
(7) | Incorporated by reference to Companys Quarterly Report on Form 8-K filed on March 26, 2007 |
|
(8) | Incorporated by reference to Companys Annual Report on Form 10-K filed on March 29, 2006 |
|
(9) | Incorporated by reference to Companys Annual Report on Form 10-K filed on April 15, 2009 |
|
(10) | Incorporated by reference to the Companys Quarterly Report on Form 10-Q filed on August 19,
2009 |
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ORBIT/FR, Inc.
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
ORBIT/FR, Inc |
||||
Date: December 20, 2011 | /s/ Per Iversen | |||
Per Iversen | ||||
President and Chief Executive Officer |
23