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Corporate Profile
Orbital Engine Corporation Limited (Orbital)
is a leading developer of engine technologies using direct injection,
lean burn combustion and control systems. These technologies are
collectively called the Orbital Combustion Process or OCP Technology.
Our goal is to rapidly commercialise innovative OCP products and
technologies into global markets to create significant economic
and environmental value for our shareholders, customers, employees,
and the community.
Orbital strives to build value through the development and marketing
of innovative technical solutions that create significant new market
opportunities. Orbital's strategy is to actively participate in
the commercialisation process to reduce risks and advance the rate
of adoption of OCP technology. Strategic alliances with key established
industrial groups are an important part of this strategy.
The Orbital group earns income from the sale of rights to its intellectual
property (patents and know-how) to major vehicle, engine and component
manufacturers through licence and engineering service agreements.
These agreements grant the licensee certain rights to manufacture,
use and sell products utilising OCP Technology.
Orbital's income stream also extends to profits from the sale of
fuel systems and other components made by Orbital through joint
ventures and fees for the provision of consulting and engineering
services to a growing worldwide customer base.
Orbital currently has 15 agreements which grant licence rights and
a customer base that coversapplications in the automotive, marine,
recreational, and motorcycle markets.
Orbital has licence agreements with the
following:
- Ford Motor Company
- General Motors Corporation
- Fiat Auto Company
- Brunswick Corporation (parent of Mercury Marine)
- Outboard Marine Corporation
- Tohatsu Corporation
- Bombardier-Rotax GmbH
- Bajaj Auto Limited
- Piaggio V.E.S.p.A
- Asian motorcycle manufacturer
- Meteor (joint venture with Brunswick Corporation)
- Synerject (joint venture with Siemens Automotive Corporation)
- Genesis R&D Syndicate
- OCP 4-stroke R&D Syndicate
- Deutsche Morgan Grenfell Technology Investment Transactions
In addition to strategic alliances with Brunswick
Corporation, Siemens Automotive Corporation and Lotus Engineering,
Orbital has close affiliations with Motorola and Johnson Matthey.
Chairman & CEO's Report
In our 25th year of corporate existence, Orbital has successfully
delivered the two key financial objectives set in the 1997 Annual
Report. The goals of becoming cash positive and achieving a modest
operating profit before tax and abnormal items are key indicators
of the transition of Orbital's technology into the com-mercialisation
and production phase. During the 1997/98 financial year Orbital's
cash balance increased by $6.463 million and the group achieved
an operating profit before tax and abnormal items of $6.279 million.
We believe this is an excellent result and is a credit to all employees
in the group.
Across the Corporation the focus has clearly moved to the application
in production of our patented OCP technology. A culture of commerciality
and cost consciousness has further developed inside the group. In
addition to the financial achievements, a number of important milestones
were achieved by our four business units in 1997/98.
The Automotive Direct Injection 4-stroke business unit was able
to exploit the continually growing global interest in greenhouse
gases, fuel economy and emissions control that is driving the introduction
of direct fuel injection technology. Orbital's unique reservoir
of know-how, experience and patents that has built up over 25 years
of work in direct injection has been combined with the injection
manufacturing capability of Siemens. This places Orbital in a market
leadership position with this technology. Led by Daimler-Benz, OCP
technology is under evaluation throughout the automotive world.
As announced in June this year, we have been working with Daimler-Benz
in conjunction with Siemens Automotive for over two years to apply
our fuel system to Mercedes engines. Direct injection allows manufacturers
to preserve their enormous investments in 4-stroke gasoline engine
plants while evolving this engine to the next level of efficiency.
The Marine and Recreation business unit concluded two landmark supply
agreements with the two largest and most important manufacturers
in this segment. In April 1998 an agreement was signed with Bombardier-Rotax
covering their "Sea-Doo" personal watercraft range, while
a similar agreement was signed in June 1998 with Mercury Marine
regarding outboard engines. These supply agreements establish OCP
technology as the industry's low emissions solution well into the
next millennium.
The Motorcycle business unit significantly advanced the production
programs they have in place with manufacturers in both Europe and
Asia. The successful conclusion of these programs will see production
scooters incorporating OCP technology entering this huge global
market during 1999.
The Automotive 2-stroke business unit's Maleo project was an unfortunate
casualty of the Asian economic crisis. A comprehensive marketing
effort has demonstrated that significant potential remains for this
technology in emerging markets, city cars and electric hybrids.
Orbital's Genesis program has ensured that this technology is now
fully mature and requires no further development expenditure. This
group is now fully focused on establishing and building a market
for this powerplant.
Alliances
The alliances Orbital has established have made a significant contribution
to the progress of the business units during the year. The industrialisation
skills of Siemens Automotive provide our customers with confidence
their componentry can be supplied at high volume whilst retaining
the requisite standard of quality. The joint venture, Synerject
is now fully operational at Siemens' high volume manufacturing facility
at Newport News, Virginia, and is manufacturing fuel rail assemblies
for Orbital's marine customers.
The Siemens relationship was expanded in February 1998 to create
an alliance that facilitates the supply of complete integrated systems
incorporating OCP technology to automotive customers. This capability
is essential in order to penetrate the automotive industry, as manufacturers
are continuing to reduce the number of suppliers and rely more heavily
on a few established systems integrators such as Siemens Automotive.
The systems integrator sources, validates, and coordinates the supply
of the components of a system including the fuel rail assembly,
electronic control unit, compressor, fuel pump and wiring harnesses.
The system is then sold to the manufacturer as a complete unit.
This expansion in the relationship is an essential pre-requisite
for, and primary indicator of, commercial volume production.
The continued growth of the alliance with Siemens, and the establishment
of Synerject as a quality injector supplier in the marine industry,
has opened the door for Siemens and Orbital to further their relationship
in the non-automotive industry. At the same time Brunswick (Mercury
Marine's parent) can now step back from the Meteor relationship,
because Mercury Marine has a guaranteed high quality, low cost supplier
and they have developed the necessary long term supply contract.
Orbital is therefore currently negotiating to ensure that a suitable
systems supply relationship is firmly in place to enable rapid growth
of the technology in the motorcycle, marine and recreational segments.
During February 1998 an alliance was also established with Lotus
Engineering. The alliance enables the two companies to take advantage
of each others extensive facilities, but more importantly equips
Lotus with the capability to offer engineering expertise related
to OCP technology. We view this alliance as an additional enabling
device for our technology to enter the market.
Financial
For the twelve months ended 30 June 1998, Orbital recorded an operating
profit before abnormal items and income tax of $6.279 million, compared
to a loss of $26.179 million for the 1997 financial year.
Consolidated operating revenue for the twelve months to 30 June
1998 increased by 145% to $62.093 million from $25.303 million in
1997. The substantial increase in revenue from trading operations
(1998: $52.592 million compared to 1997: $22.376 million) is attributed
to income earned from automotive 4-stroke customers, growth in earnings
from the supply of fuel systems to marine and recreation production
customers, and income associated with the Deutsche Morgan Grenfell
(DMG) transactions discussed below.
Consolidated operating expenditure increased by 8% to $55.814 million
from $51.482 million in 1997. The 1998 expenditure includes $5.294
million in relation to the written down value of assets sold. Excluding
this item, 1998 operating expenditure is $50.520 million, a reduction
of $0.962 million compared to 1997. The reduction in expenditure
is noteworthy given the substantial increase in revenue from trading
operations.
Orbital's result after abnormal items continues to be impacted by
significant amortisation charges as we progress the alignment of
our financial reporting under Australian and United States Generally
Accepted Accounting Principles (AUS GAAP and US GAAP). These intangibles
are not recognised under US GAAP. Abnormal expenses totalling $85.426
million were recorded in relation to amortisation of cash expenditures
on Patents, Licenses and Technologies ($32.974 million) and Patents,
Licenses and Technologies arising from corporate restructurings
($52.452 million). Orbital's intangibles balance at 30 June 1998
is $84.069 million. This balance will be fully eliminated through
amortisation charges over the course of the 1999 financial year.
Orbital recorded an income tax expense of $9.603 million incorporating
an income tax credit of $21.952 million and abnormal tax expenses
of $16.114 million arising from the DMG transactions and $1.584
million from withholding tax payable. This was offset by the recoupment
of foreign tax credits of $5.060 million which would have expired
in June 1998. In addition, an abnormal tax expense of $18.883 million
was recorded in relation to the non-deductible amortisation of Patents,
Licenses and Technologies arising from corporate restructurings.
The operating loss after abnormal items and income tax was $88.750
million for the twelve months ended 30 June 1998 (1997: $144.094
million).
Cash Position
Orbital's consolidated cash position improved over the last twelve
months following operating receipts from a number of customers and
the DMG transactions. As at 30 June 1998, Orbital's cash balance
was $27.789 million compared to $21.326 million at 30 June 1997.
Orbital's cash and receivables total for 1998 improved by 49% from
$32.385 million to $48.276 million.
Orbital's cash balance as at the date of this report is in excess
of $50 million.
Convertible Debenture
In July 1998, Orbital announced it had signed an agreement with
an institutional investor to raise US$20 million for the provision
of working capital. These funds will be raised through the private
placement of a 3% redeemable subordinated convertible debenture.
This debenture will be issued in two tranches of US$10 million each
and is convertible into shares at any time within three years. The
first tranche was received in August 1998.
The conversion price of the first tranche, if converted within the
first six months of issue, is $0.94 if converted into ordinary shares
and US$4.50 if converted into ADRs. If converted after six months,
the conversion price is at market prices. The second tranche will
be issued when a pre-determined share price has been achieved, or
by mutual agreement of both parties. The conversion price of the
second tranche, if converted within the first six months of issue,
is $1.38 if converted into ordinary shares and US$6.60 if converted
into ADRs. If converted after six months, the conversion price is
at market prices.
The provision of these funds will ensure that Orbital can respond
to all the opportunities that have recently emerged and provide
funding for future expansion as production increases.
DMG Transactions
Orbital's working capital reserves received a $14.817 million injection
during the year as a result of a strategic investment program undertaken
by Deutsche Morgan Grenfell (DMG), part of the global Deutsche Bank
group. Under the terms of these transactions, DMG will provide a
further $3.680 million during the 1999 financial year. The funds
will be directed at increasing the prospect, rate and timing of
widespread adoption of OCP technology in the non-automotive sectors.
The net impact of these transactions on Orbital's 1998 profit before
tax and abnormals is approximately $12 million.
Under the terms of this arrangement, Orbital was not required to
establish or increase loan facilities or issue any new equities.
DMG will earn a return on its investment through partial access
to non-automotive royalty streams and profits generated from the
sale of fuel systems to these markets. Management believes the ultimate
return to shareholders will be enhanced via this investment as injection
of funds at the current stage of the development process will not
only bring forward revenue streams but also increase the prospect
of total revenue to be earned in these markets.
Patents
Orbital continues to actively investigate new technologies whilst
also improving on and enhancing existing technology through continued
research and development and product refinement, particularly in
regard to OCP related technology. Orbital believes that patent protection
of its technologies and processes is critical to its financial performance,
including the longevity of its royalty streams, and that its success
depends upon its ability to protect its proprietary products and
technology under United States, European and other foreign patent
laws and intellectual property laws.
Accordingly, Orbital has been and will continue to be active in
securing and policing intellectual property rights for its proprietary
products and technology. As a direct consequence, Orbital continues
to maintain and enhance its comprehensive patent and patent application
portfolio. At July 1998, Orbital had over 117 individual patent
families with a total in excess of 1020 patents and patent applications
worldwide. In this regard, Orbital currently has granted patents
and/or patent applications pending in over 30 countries around the
world including the United States of America, Australia, Japan,
China, Germany, Italy, France, Taiwan, and many more. In particular,
Orbital presently holds no fewer than 80 granted US patents. Of
course, some inventions, ideas and know-how, although valuable from
a technical point of view, are either not patentable or are better
served by protection as trade secrets. Orbital therefore also maintains
high standards of confidentiality to safeguard such inventions,
ideas and know-how.
Investor Relations
The developments in our relationships with Siemens Automotive and
Daimler-Benz created enormous interest in the German financial markets.
The interest led local market makers to list Orbital on German "over
the counter" markets. Orbital's ordinary shares are now traded
on the Frankfurt Stock Exchange and ADRs traded on the Berlin Stock
Exchange.
On 21 July 1998, Orbital's largest shareholder, BHP sold a significant
portion of their holding as part of their $3 billion sale of non-core
assets. Whilst BHP remain our largest shareholder with approximately
9.5% of the Company, we would like to take this opportunity to thank
them for their support over the Company's twenty-five year history.
As at 28 August 1998 approximately 54% of the Company's stock was
held through ADRs. A large number of ordinary shares are also held
by investors in the US and Germany. Orbital's market trading activity
has become truly global.
Acknowledgement
Mr Ian Egan resigned as a Director of Orbital in August 1998. Orbital
would like to take this opportunity to thank Mr Egan for his significant
contributions as a Director since April 1996 and to wish him well
for the future.
Automotive
4-Stroke
The automotive industry's evolution towards direct fuel injection
gained significant momentum during the last year. The combination
of improved fuel economy and performance whilst demonstrating the
capability to meet the next generation of emissions regulations
has proved compelling for the industry.
Direct fuel injection technology is seen as the next evolutionary
step of the continually improving automotive gasoline 4-stroke engine.
By minimising the changes required to the base automotive power-plant,
the addition of a direct fuel injection system to existing engines
minimises the capital costs, and risks, of making performance improvements
to the engine.
Orbital has emerged as a leader in this development in the market
place with a fuel economy and emissions capability second to none.
Furthermore, Orbital's extensive combustion system expertise is
complemented by the high volume industrialisation and systems integration
skills of Siemens Automotive. The number of high volume manufacturers
involved in engineering programs is a testament to the commercial
viability of the application of OCP technology to the conventional
4-stroke automotive engine.
In June 1998, we were pleased to announce our lead customer in the
automotive arena is Daimler-Benz. Orbital has been working in conjunction
with Daimler-Benz and Siemens for over 2 years on the application
of OCP technology to Mercedes engines.
Daimler-Benz status as a technical leader within the automotive
industry has undoubtedly been a catalyst for further engineering
programs commenced this year. Whilst unable to name our customers
for competitive reasons, we can confirm eleven programs are underway
worldwide. These engineering programs involve conversion of the
manufacturers' existing engines to OCP direct injection, for the
purposes of demonstrating the technical capability of our system.
Demonstration and testing takes place at Orbital's Balcatta facilities,
as well as the customer's premises.
Siemens has an active involvement to ensure commercial viability
of the system through the provision of systems integration functions
and the supply of the engine management system. The Orbital group
is responsible for the combustion and fuel and air system technology
as well as providing engineering application expertise. Synerject,
Orbital's joint venture with Siemens, supplies the fuel rail assembly
components.
The majority of these manufacturers have internal plans regarding
the timing of release of production models with direct injection.
Whilst some manufacturers may initially release product incorporating
competing direct injection systems, Orbital has programs in place
with those manufacturers that could displace those technologies
for following model years. From a market status perspective, manufacturers
want to remain competitive by releasing the technology early.
OCP's excellent technical results, particularly in the area of exhaust
gas emission control, has lead to the commencement of a number engineering
programs with Orbital, even where manufacturers are already working
with competing systems.
One of the key potential advantages of OCP is the simplification
of the exhaust catalytic converter. In order to meet the European
Stage 3 emissions standards, due in the year 2000, test cell results
indicate that existing three way catalysts could be used rather
than the new, more expensive and higher risk, lean NOx catalysts.
This could provide both a very significant cost and time advantage
to those manufacturers looking for an early release of direct injection
systems.
A summary of Orbital's fuel economy and emissions results compared
with a baseline mutli-point injected engine are set out in the above
table. These results are the untreated pre-catalyst emissions produced
by the engine.
European market interest is such that we have relocated the head
of our Automotive 4-stroke Business Unit and our Director of Patents
and Licensing to Europe.
Throughout the two primary markets of Europe and North America external
drivers are forcing the market towards direct fuel injection. The
European industry is driven by a combination of economic and political
commitment to reduce fuel consumption and exhaust pollutants, and
competitive pressure from Japanese manufacturers Mitsubishi, Toyota
and Nissan who have already released vehicles incorporating direct
injection. The Japanese are understood to be releasing their direct
injection vehicles into Europe in the near future. Due to the relatively
high price of gasoline, the European consumer is receptive to technologies
that produce a tangible saving in fuel consumption.
Orbital's US customers are being influenced by the Corporate Average
Fuel Economy (CAFE) legislation which mandates an average fuel economy
requirement over the fleet of vehicles sold. This legislation imposes
severe fines for non-compliance. Due to the popularity of large
engine capacity light-duty trucks, US manufacturers are faced with
difficulties in meeting the average fuel economy requirement. Direct
injection is the logical solution to this situation, as it allows
the manufacturers to continue selling current volumes of these light
trucks which are a significant contributor to the profitability
of US manufacturers.
The external drivers outlined above create the potential for direct
injection to achieve rapid widespread penetration of the global
automotive industry. As a result, Orbital is currently dedicating
more than half of its resources to this business unit to ensure
we capture the maximum market share possible. The clear focus of
the business unit is to convert customer engineering programs into
license agreements (where they are not already in place) and then
firm pro-duction commitments.
Figure
1
2-Stroke
The 2-stroke technology Orbital has developed now enables us to
present to customers various ways to utilise Orbital's direct injection
and combustion technology. Customers can either apply this technology
to existing 4-stroke engine designs or alternatively they can elect
to reap the size, weight and cost benefits of 2-stroke by investing
in a totally new engine design.
In the wake of the turmoil in Indonesia and resulting suspension
of activity supporting the Maleo "National Car" project,
Orbital embarked on a new initiative to promote the maturity of
the OCP 2-stroke engine to the world automotive industry.
The platform for a renewed push to existing and new customers was
the highly successful Genesis market trial. This market trial has
demonstrated, over a 2 year period and in excess of 3.5 million
kilometres, that 2-stroke automotive engines are reliable and provide
significant benefits to both consumers and automotive producers.
This initiative involved presentations around the globe to various
automotive companies and trade journals and included comprehensive
vehicle appraisals.
Orbital's Genesis program has achieved all of the goals set for
it providing extensive in-field data on the 100 vehicles distributed
to a wide range of users in various climatic conditions. From the
harsh environment of a rental car fleet in outback Australia to
the chilly winters of the US mid-west these vehicles have performed
meritoriously. The outback rental car operator, Nifty Rent-a-Car
recently doubled the size of their fleet to 40 as a result of customer
demand for the vehicles. The additional vehicles became available
after the expiry of leases with the Australian Federal Government
fleet manager. Overall there has been no major engine failures and
a low incidence of in-field faults which have been confined to ancillary
components. This market trial is ongoing and fleet data is continuing
to be collected. The Genesis vehicles in total are accumulating
up to 11,000 kilometres per day.
Further exposure to the technology was also gained by the use of
Orbital's i6 2-stroke engine in the aXcess australia car which is
being promoted globally as a showcase of innovative Australian automotive
technology.
Several distinct opportunities have emerged from the extensive industry
promotion of the OCP 2-stroke technology. These can be categorised
in three areas: low cost high efficiency engines for city car applications;
high technology yet low cost engines for emerging car markets in
Eastern Europe, India and Asia; and compact, clean engines for hybrid
electric vehicles.
Figure
2
Figure
3
 
Motorcycle & Scooter
Emissions legislation continues to act as the primary market driver
for direct fuel injection technology in the motorcycle industry.
The industry itself is estimated to produce in excess of 19 million
units annually with strong annual growth expected to continue. Production
has been historically dominated by small capacity 2-stroke engines
using a carburetor, however impending emissions legislation has
forced manufacturers to plan for alternatives.
4-stroke engines have achieved a level of market penetration, however
due to consumer requirements to maintain current performance levels,
4-stroke engines have not been viable alternatives for the smaller
capacity (50cc) scooters. Accordingly, 2-stroke engines are estimated
to retain a 60-70% market share of the motorcycle industry. Direct
fuel injection is a cost effective means of reducing emissions by
up to 80%, while maintaining size, weight, cost and power advantages
of the 2-stroke engine.
Europe and Taiwan are leading the introduction of motorcycle emissions
legislation, and therefore direct fuel injection technology. Orbital's
strategy has been to identify key participants in these markets
and work closely with those customers to achieve production release
of OCP technology. Orbital has production intent programs underway
with its lead customers in the both the European and Taiwanese markets.
These programs cover multiple models with various engine displacements.
The first program targets a 1999 release with new models following
in subsequent years.
Technology demonstration vehicles delivered to customers meet their
emissions and performance targets, while producing a significant
improvement in fuel economy. Due to the low retail price of a small
capacity scooter, manufacturers are particularly sensitive to cost
issues. Orbital has therefore designed the system to ensure it is
as simple as possible while utilising components existing across
the Orbital group. The motorcycle industry volumes can generate
significant unit cost advantages for Synerject which in turn benefits
Orbital's various business units.
In addition to the various production programs with our lead customers,
an in depth feasibility assessment is currently underway in China.
Scooters converted to OCP technology have been delivered to a customer
and satisfactorily met all technical targets. Whilst Chinese emissions
regulations require further development, the volume and growth potential
in the market create significant potential. Orbital also has active
engineering programs underway with customers in Europe, Taiwan,
Japan and India.
The Motorcycle business unit has customer interest in engineering
programs and fuel systems supply with more customers than ever before.
The impending introduction of emissions legislation has created
a sense of urgency throughout the industry. The maturity of Orbital's
fuel system has allowed us to capitalise on this momentum. The primary
challenge for the group is to introduce product to market as soon
as possible, which is expected to stimulate the advancement of existing
programs with other customers.
Marine & Recreation
OCP technology has emerged as the preferred low emissions technology
in the marine and recreation industry. The industry incorporates
products such as marine propulsion (outboard, stern drive, and direct
drive), personal watercraft (PWC), snowmobiles, all-terrain vehicles
and other engines. The industry is estimated to produce up to 2
million units of these products annually. The 2-stroke dominated
industry is responding to demanding US emissions standards set down
by the Environmental Protection Authority calling for a 75% reduction
in emissions from marine and PWC engines by the year 2006. Currently,
the regulations require a staged reduction each year leading up
to the 2006 legislated level. However speculation suggests the timeframe
may move forward to as early as 2001.
During the financial year, the world's largest manufacturers in
both the outboard and PWC markets, Mercury Marine and Bombardier-Rotax,
signed long term supply agreements with Orbital. These agreements
represent strong commitments towards the commercial use of Orbital's
mature direct fuel injection technology for many years. As the volume
of engines incorporating OCP technology expands, the systems cost
and capability will improve further.
Figure
4
Mercury Marine currently market OCP technology
under the "Optimax" brand name. The technology is available
on 225, 200, 150 and 135 horsepower models. Customer response to
the technology has been excellent and Mercury has increased production
plans for the forthcoming year by 50%. The Optimax engines further
proved their outstanding reliability in the 1998 BASS Masters Classic
with no engine failures over the prestigious three-day event.
The 135 and 150 horsepower models are now available in Australia,
representing the first commercial availability of OCP technology
in Orbital's home market. The technology produces an average fuel
saving of 40% over a full cycle of operating conditions, and up
to 80% under certain operating conditions. The significant fuel
economy improvements, combined with smooth running quality and the
elimination of exhaust fumes have provided Mercury customers with
increased boating pleasure. The fuel systems used in these production
engines are manufactured by Synerject, Orbital's joint venture with
Siemens Automotive.
Orbital's lead recreational product customer, Bombardier-Rotax,
are leaders in the PWC, snowmobile and jet boat markets. The long
term supply agreement signed with Bombardier-Rotax relates to the
supply of direct injection systems for PWCs. Confirmation of the
fuel systems supply arrangement follows a period of extensive testing
by Bombardier and will assist them to meet forthcoming emissions
in the United States and Europe. Bombardier market their PWCs under
the "Sea-Doo" brand name which accounts for approximately
50% of PWC sales.
Orbital believes the announcement of the supply agreement has the
potential to attract additional PWC customers to OCP technology.
The majority of world wide marine and recreational product sales
occur in North America. As a result, Orbital has relocated its marine
and recreation base to the USA to deal directly with our North American
customers. This base enables swift assistance for in-field issues
and also provides rapid technical and production information flow
to Orbital.
Orbital's Japanese outboard engine customers, including Tohatsu
Corporation, are maintained from the Balcatta facilities with frequent
customer communication and on-site visits. Tohatsu are actively
industrialising the "TLDi" engine which has now been displayed
at major international marine trade shows and exhibitions.
The focus of the resource effort for this business unit is industrialisation,
system refinement, and cost reduction. Orbital continues to develop
an extensive supplier base to ensure the fuel system components
are sourced at the lowest possible price, while maintaining the
required quality requirements.
Synerject designs and supplies the fuel rail assembly and works
closely with the marine and recreation group to integrate this core
assembly in the total system for each customer program.
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