-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UeD3Lw19dPolik6XrngHo/PrqHvwuPNMz5zFkhGUpdzYIdfmRk5mCYkyu7pJ8Xe0 bttaRdOq2YLHTyHzI9GRGg== 0000950124-97-002906.txt : 19970515 0000950124-97-002906.hdr.sgml : 19970515 ACCESSION NUMBER: 0000950124-97-002906 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970514 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDAR INC CENTRAL INDEX KEY: 0000719152 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 382191935 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-12728 FILM NUMBER: 97604618 BUSINESS ADDRESS: STREET 1: 38700 GRAND RIVER AVE CITY: FARMINGTON HILLS STATE: MI ZIP: 48335 BUSINESS PHONE: 8104773900 MAIL ADDRESS: STREET 1: 38700 GRAND RIVER AVENUE CITY: FARMINGTON HILLS STATE: MI ZIP: 48335 10-Q 1 FORM 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1997 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 0-12728 MEDAR, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Michigan 38-2191935 ------------------------------ ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 38700 Grand River Ave., Farmington Hills, Michigan 48335 -------------------------------------------------- ------------------- (Address of principal executive offices) (Zip Code) (248) 471-2660 ---------------------------------------------------- (Registrant's telephone number, including area code) (not applicable) -------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 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 [ ] The number of shares outstanding of the registrant's Common Stock, no par value, stated value $.20 per share, as of April 30, 1997 was 8,852,401. 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements CONSOLIDATED BALANCE SHEETS MEDAR, INC. AND SUBSIDIARIES
MARCH 31 DECEMBER 31 1997 1996 ----------------------------------- (Unaudited) (In thousands) ASSETS CURRENT ASSETS - Note D Cash $ 903 $ 215 Accounts receivable, less allowance of $400,000 7,739 9,415 Inventories - Note B 14,546 15,991 Costs and estimated earnings in excess of billings on incomplete contracts - Note C 2,581 1,841 Other current assets 990 543 --------------------------- TOTAL CURRENT ASSETS 26,759 28,005 PROPERTY, PLANT AND EQUIPMENT - Note D Land and land improvements 371 368 Building and building improvements 6,144 6,147 Production and engineering equipment 3,382 3,303 Furniture and fixtures 984 990 Vehicles 900 878 Computer equipment 4,991 5,058 --------------------------- 16,772 16,744 Less accumulated depreciation 7,056 6,625 --------------------------- 9,716 10,119 OTHER ASSETS Capitalized computer software development costs, net of amortization 9,245 8,908 Patents 2,266 2,328 Other 1,108 916 --------------------------- 12,619 12,152 --------------------------- $ 49,094 $ 50,276 ===========================
See notes to consolidated financial statements. 2 3 CONSOLIDATED BALANCE SHEETS - CONTINUED MEDAR, INC. AND SUBSIDIARIES
MARCH 31 DECEMBER 31 1997 1996 ------------------------------------ (Unaudited) (In thousands) LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 5,279 $ 5,218 Employee compensation 843 1,001 Accrued and other liabilities 1,061 1,108 Current maturities of long term debt - Note D 5,836 3,637 ---------------------------------- TOTAL CURRENT LIABILITIES 13,019 10,964 LONG-TERM DEBT, less current maturities - Note D 14,633 18,010 STOCKHOLDERS' EQUITY - Note F Common stock, without par value, stated value $.20 per share; 15,000,000 shares authorized; 8,852,401 shares issued and outstanding 1,771 1,771 Additional paid-in capital 29,767 29,767 Retained-earnings deficit (10,274) (10,300) Accumulated translation adjustment 178 64 ---------------------------------- TOTAL STOCKHOLDERS' EQUITY 21,442 21,302 ---------------------------------- $ 49,094 $ 50,276 ==================================
See notes to consolidated financial statements. 3 4 CONSOLIDATED STATEMENTS OF OPERATIONS MEDAR, INC. AND SUBSIDIARIES
THREE MONTHS ENDED MARCH 31 1997 1996 ---------------------------- (Unaudited) (In thousands except per share data) Net sales $ 10,211 $ 10,222 Cost of sales 7,434 6,755 --------------------------- GROSS MARGIN 2,777 3,467 Costs and expenses: Marketing 1,032 1,121 General and administrative 618 741 Research and development 616 1,022 --------------------------- 2,266 2,884 --------------------------- EARNINGS FROM OPERATIONS 511 583 Interest: Expense 497 325 Income (12) (9) --------------------------- 485 316 --------------------------- EARNINGS BEFORE INCOME TAXES 26 267 Credit for income taxes (60) --------------------------- NET EARNINGS $ 26 $ 327 =========================== Net earnings per share $ 0 $ .04 =========================== Weighted average number of shares of common stock and common stock equivalent, when applicable 8,893 8,995 ===========================
See notes to consolidated financial statements. 4 5 CONSOLIDATED STATEMENTS OF CASH FLOWS MEDAR, INC. AND SUBSIDIARIES
THREE MONTHS ENDED MARCH 31 1997 1996 --------------------------- (Unaudited) (In thousands) OPERATING ACTIVITIES Net earnings $ 26 $ 327 Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: Depreciation and amortization 1,465 1,149 Provision for deferred income taxes (75) Changes in operating assets and liabilities 1,598 (1,457) ------------------------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 3,089 (56) INVESTING ACTIVITIES Purchase of property and equipment (28) (553) Investment in capitalized software (1,309) (948) ------------------------- NET CASH USED IN INVESTING ACTIVITIES (1,337) (1,501) FINANCING ACTIVITIES Increase (Decrease) in Long-term debt (1,178) 213 Proceeds from exercise of stock options 0 277 ------------------------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (1,178) 490 Effect of exchange rate changes on cash 114 (3) ------------------------- INCREASE (DECREASE) IN CASH 688 (1,070) Cash at beginning of period 215 1,556 ------------------------- CASH AT END OF PERIOD $ 903 $ 486 =========================
See notes to consolidated financial statements. 5 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) MEDAR, INC. AND SUBSIDIARIES MARCH 31, 1997 Note A - Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 1997 are not necessarily indicative of the results that may be expected for the year ended December 31, 1997. For further information, refer to the consolidated financial statements and footnotes thereto included in the Registrant Company and Subsidiaries' annual report on Form 10-K for the year ended December 31, 1996. Note B - Inventories Inventories are stated at the lower of first-in, first-out cost or market, and the major classes of inventories at the dates indicated were as follows:
MARCH 31 DECEMBER 31 1997 1996 ---------------------------- (In thousands) Raw materials $ 6,477 $ 7,677 Work-in-process 5,863 3,106 Finished goods 2,206 5,208 ---------------------------- $ 14,546 $ 15,991 ----------------------------
Note C - Costs and Estimated Earnings in Excess of Billings on Incomplete Contracts Revenues on long-term contracts are recognized using the percentage of completion method. The effects of changes to estimated total contract costs are recognized in the period determined and losses, if any, are recognized fully when identified. Costs incurred and earnings recognized in excess of amounts billed are classified under current assets as costs and estimated earnings in excess of billings on incomplete contracts. Long-term contracts include a relatively high percentage of engineering costs and are generally less than one year in duration. 6 7 Note C - Costs and Estimated Earnings in Excess of Billings on Incomplete Contracts (Continued) Activity on long-term contracts is summarized as follows:
MARCH 31 DECEMBER 31 1997 1996 -------------------------- (In thousands) Contract costs to date $ 7,197 $ 4,567 Estimated contract earnings 4,511 3,040 ------------------------ 11,708 7,607 Less billings to date (9,127) (5,766) ------------------------ Costs and estimated earnings in excess of billings on incomplete contracts $ 2,581 $ 1,841 ========================
Note D - Long Term Debt and Other Financing Arrangements Long-term debt consisted of the following:
MARCH 31 DECEMBER 31 1997 1996 ---------------------------- (In thousands) Revolving note payable to bank $ 9,891 $ 12,604 Notes payable to bank 4,500 3,000 Term notes payable to bank 3,994 3,967 Patent license payable 1,863 1,863 Other 221 213 ---------------------------- 20,469 21,647 Less current maturities 5,836 3,637 ---------------------------- $ 14,633 $ 18,010 ============================
The revolving note payable to bank is due August 10, 1998, and provides for up to $11,500,000 of advances based upon levels of eligible accounts receivable and inventories Interest is at the bank's prime rate plus 1/4%. The $4,500,000 notes payable to bank are due $1,500,000 on demand, $1,500,000 July 31, 1997, and $1,500,000 December 31, 1997. The $1,500,000 demand note has been guaranteed by a stockholder. Interest is at the bank's prime rate plus 1% for the guaranteed note and plus 2% for the remainder. The credit agreement with the bank provides for total borrowings on the revolving note and the notes payable to bank of up to $16,000,000 through July 31, 1997 and up to $15,000,000 thereafter. The Company has agreed, among other covenants, to maintain net worth and the ratio of debt to equity, all as defined, at specified levels which will next be measured at September 30, 1997. The notes are collateralized by substantially all of the Company's assets including assets previously pledged to secure term loans described below. The Company has two term notes payable to bank. One note is payable in quarterly installments of $62,500 plus interest at the bank's prime rate, with the balance becoming due June 29, 1998. The second note is payable in monthly installments of $14,111 plus interest at the bank's prime rate or other rates made available under the terms of the agreement, with the balance becoming due September 30, 2000. The notes are collateralized by the Medar 7 8 Note D - Long Term Debt and Other Financing Arrangements (Continued) office and production facilities in Farmington Hills, Michigan, and machinery and equipment inventory and accounts receivable at all North American locations. The patent license payable relates to future payments to be made to Square D Company related to the settlement of patent litigation. The payments are due in nine equal installments of $300,000 and have been discounted at 8%. The fair values of these financial instruments approximates their carrying amounts at March 31, 1997. Maturities of long-term debt, excluding those payable within twelve months from March 31, 1997 (which are stated as current maturities of long-term debt), are $10,982,000 in 1998; $398,000 in 1999; $2,059,000 in 2000; $204,000 in 2001; and $990,000 thereafter. Note E - Income Taxes Significant components of the provision for income taxes for the three months ended March 31 are as follows:
1997 1996 ------------------------------ (In thousands) Current: Federal $ 15 Foreign State ------------------------------ 15 ------------------------------ Deferred (credit): Federal Foreign (credit) $ (76) (75) ------------------------------ (76) (75) ------------------------------ $ (76) $ (60) ==============================
8 9 Note E -Income Taxes (Continued) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax liabilities and assets are as follows:
MARCH 31 DECEMBER 31 1997 1996 ------------------------------------ (In thousands) Deferred tax liabilities: Deductible software development costs, net of amortization $ 3,046 $ 2,931 Tax over book depreciation 344 344 Percentage of completion 743 491 ------------------------------------ Total deferred tax liabilities 4,133 3,766 Deferred tax assets: Net operating loss carry forwards 6,827 6,836 Credit carry forwards 987 987 Reserve for warranty 68 68 Other 219 219 ------------------------------------ Total deferred tax assets 8,101 8,110 Valuation allowance for deferred tax assets 3,968 4,344 ------------------------------------ Net deferred tax assets 4,133 3,766 ------------------------------------ Net deferred tax liabilities $ 0 $ 0 ====================================
The reconciliation of income taxes computed at the U.S. federal statutory rates to income tax expense for the three months ended March 31 is as follows:
1997 1996 ------------------------ (In thousands) Tax at U.S. statutory rates $ 9 $ 91 Utilization of net operating loss carryforward (9) (181) Other 30 ------------------------ $ 0 $ (60) ========================
Note F - Stock Options At March 31, 1997 there were options outstanding to purchase 588,600 shares at prices ranging from $1.75 to $9.25. 9 10 Note F - Segment Data The Company operates principally in two industries, machine vision-based inspection systems and resistance welding controls. Operations in machine vision-based inspection systems involve development, production and sale of equipment used to monitor or control the manufacturing process. These systems are used to supplement human inspection or provide quality assurance when production rates exceed human capability. Operations in resistance welding controls involve development, production, and sale of controls that assure weld quality and provide data about the welding process. Quarter Ended March 31, 1997
Vision-based Resistance Welding Inspection Systems Controls Consolidated - ------------------------------------------------------------------------------------------ (In thousands) - ------------------------------------------------------------------------------------------ Net sales $ 3,504 $ 6,707 $ 10,211 Amortization of software development cost 595 233 828 Research and development expense 329 287 616 Earnings (loss) from operations (698) 1,209 511 Net interest expense 485 - ------------------------------------------------------------------------------------------ Earnings before taxes $ 26 ==========================================================================================
Quarter Ended March 31, 1996
Vision-based Resistance Welding Inspection Systems Controls Consolidated - ------------------------------------------------------------------------------------------ (In thousands) - ------------------------------------------------------------------------------------------ Net sales $ 4,877 $ 5,345 $ 10,222 Amortization of software development cost 392 242 634 Research and development expense 746 276 1,022 Earnings (loss) from operations (398) 981 583 Net interest expense 316 - ----------------------------------------------------------------------------------------- Earnings before taxes $ 267 ==========================================================================================
10 11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Three Months Ended March 31, 1997 Compared to March 31, 1996. Net sales remained stable at $10.2 million. Welding Control increased by 25%, while Vision Systems decreased by 28%. First quarter 1997 welding control revenues reflected a greater proportion of large programs for automobile company customers. The vision division was still experiencing diminished CD audio inspection systems as a result of an industry slow down which began in the third quarter of 1996. Cost of sales increased to $7.4 million from $6.8 million; and, as a percentage of net sales increased to 72.8% from 66.1%. This decrease in gross margin reflects changes in product mix between the quarters. Sales backlog for the Company at March 31, 1997 was $5.5 million, compared to $12.5 million at March 31, 1996. At March 31, 1996 backlog included a single large order that was substantially filled prior to March 31, 1997. Marketing expenses decreased to $1.0 million from $1.1 million and as a percentage of sales decreased to 10.1% from 11.0%. General and administrative expenses decreased to $.6 million from $.7 million and as a percentage of sales to 6.1% from 7.2%. Research and development expenses decreased to $.6 million from $1.0 million and as a percentage of sales decreased to 6.0% from 10.0%. This decrease reflects the completion of several major R & D projects prior to December 31, 1996. Net interest expense increased to $.5 million from $.1 million and as a percentage of net sales to 4.7% from 3.1%. The increase was the result of increased average debt in the 1997 quarter. Liquidity and Capital Resources The Company has a revolving note payable to its bank and provisions for $11,500,000 ($1,406,000 available at March 31, 1997) based on eligible accounts receivable and inventory, as defined. This note expires August 10, 1998 and has advances which bear interest at the bank's prime rate plus 1/4%. During the three months ended March 31, 1997, the Company utilized cash generated from operations (principally decreases in accounts receivable and inventories) to reduce the revolving note payable to bank and to fund increases in estimated earnings in excess of billings on incomplete contract and investments in capitalized software. Although the company believes that current financial resources together with cash generated from operations are adequate to meet cash needs through 1997, it expects to issue subordinated debt in the second quarter of 1997 that will be used to repay the demand note and fund other debt repayments and to support working capital requirements. No significant commitments for capital expenditures existed as of March 31, 1997. The company expects to capitalize approximately $3.6 million of software development costs in 1997 and has no other plans for any significant capital expenditures. 11 12 PART II. OTHER INFORMATION Item 6. Exhibits and reports on Form 8-K (a) Exhibits Exhibit Number Description of Document - ------- ----------------------- 3.1 Articles of Incorporation, as amended (filed as Exhibit 3.1 to the registrant's Form 10-K for the year ended December 31, 1995, SEC file 0-12728, and incorporated herein by reference). 3.2 Bylaws of the Registrant, as amended (filed as Exhibit 3.2 to the registrant's Form 10-K for the year ended December 31, 1994, SEC file 0-12728, and incorporated herein by reference). 10.1 Incentive Stock Option Plan of the Registrant as amended (filed as Exhibit 10.4 to the registrant's Form S-1 Registration Statement effective July 2, 1985, SEC File 2-98085, and incorporated herein by reference). 10.2 Second Incentive Stock Option Plan (filed as Exhibit 10.2 to the registrant's Form 10-K for the year ended December 31, 1992, SEC File 0-12728, and incorporated herein by reference). 10.3 Amendment to Medar, Inc. Incentive Stock Option Plan dated May 10, 1993 (filed as Exhibit 10.3 to the registrant's Form 10-K for the year ended December 31, 1993, SEC File 0-12728, and incorporated herein by reference). 10.4 Non-qualified Stock Option Plan (filed as Exhibit 10.3 to the registrant's Form 10-K for the year ended December 31, 1992, SEC File 0-12728, and incorporated herein by reference). 10.5 Medar, Inc. Employee Stock Option Plan (filed as Exhibit 10.5 to the registrant's Form 10-Q for the quarter ended September 30, 1995, SEC file 0-12728, and incorporated herein by reference). 10.6 Form of Confidentiality and Non-Compete Agreement Between the Registrant and its Employees (filed as Exhibit 10.4 to the registrant's Form 10-K for the year ended December 31, 1992, SEC File 0-12728, and incorporated herein by reference). 10.7 Contract between Shanghai Electric Welding Machine Works, Medar, Inc. and Lida U.S.A. dated August 30, 1993, related to joint venture agreement (both the original Chinese version and the English translation) (filed as Exhibit 10.7 to the registrant's Form 10-K for the year ended December 31, 1993, SEC File 0-12728, and incorporated herein by reference). 10.8 Asset Purchase Agreement between Medar, Inc. and Air Gage Company dated February 28, 1994 (filed as Exhibit 10.8 to the registrant's Form 10-K for the year ended December 31, 1993, SEC File 0-12728, and incorporated herein by reference). 10.9* License Agreement number 9303-004 between Medar, Inc. and Allen-Bradley Company, Inc. dated April 12, 1993 (filed as Exhibit 10.9 to the registrant's Form 10-K for the year ended December 31, 1993, SEC File 0-12728, and incorporated herein by reference). 10.10* License Agreement number 9304-009 between Medar, Inc. and Allen-Bradley Company, Inc. dated May 10, 1993 (filed as Exhibit 10.10 to the registrant's Form 10-K for the year ended December 31, 1993, SEC File 0-12728, and incorporated herein by reference). 10.11 Agreement by and between Medar, Inc. and ABB Robotics, Inc. dated December 1992 regarding joint development to integrate a weld controller into the S3 robot control (filed as Exhibit 10.11 to the registrant's Form 10-K for the year ended December 31, 1993, SEC File 0-12728, and incorporated herein by reference). 12 13 10.15 Amended and Restated Mortgage and Security Agreement dated June 29, 1993 by and between Medar, Inc. and NBD Bank, N.A. (filed as Exhibit 4.5 to the registrant's Form 10-K for the year ended December 31, 1993, SEC File 0-12728, and incorporated herein by reference). 10.16 Revolving Credit and Loan Agreement dated August 10, 1995 by and between Medar, Inc., Automatic Inspection Devices, Inc. and Integral Vision, Ltd. and NBD Bank (filed as Exhibit 10.1 to the registrant's Form 10-Q for the quarter ended June 30, 1995, SEC File 0-12728, and incorporated herein by reference). 10.17 Amendment No. 2 to Loan and Credit Agreement and Term Note dated August 10, 1995 by and between Medar, Inc., Automatic Inspection Devices, Inc. and NBD Bank (filed as Exhibit 10.2 to the registrant's Form 10-Q for the quarter ended June 30, 1995, SEC File 0-12728, and incorporated herein by reference). 10.18 First Amendment to Revolving Credit and Loan Agreement dated October 12, 1995, by and between Medar, Inc., Automatic Inspection Devices, Inc. and Integral Vision, Ltd. and NBD Bank (filed as Exhibit 10.18 to the registrant's Form 10-Q for the quarter ended September 30, 1995, SEC File 0-12728, and incorporated herein by reference). 10.19 Second Amendment to Revolving Credit and Loan Agreement dated October 31, 1995, by and between Medar ,Inc., Automatic Inspection Devices, Inc. and Integral Vision, Ltd. and NBD Bank (filed as Exhibit 10.20 to the registrant's Form 10-Q for the quarter ended September 30, 1995, SEC File 0-12728, and incorporated herein by reference). 10.20 Mortgage dated October 31, 1995 by and between Medar, Inc. and NBD Bank (filed as Exhibit 10.21 to the registrant's Form 10-Q for the quarter ended September 30, 1995, SEC File 0-12728, and incorporated herein by reference). 10.21 Installment Business Loan Note dated October 31, 1995, by and between Medar, Inc. and NBD Bank (filed as Exhibit 10.22 to the registrant's Form 10-Q for the quarter ended September 30, 1995, SEC File 0-12728, and incorporated herein by reference). 10.22 Guarantee and Postponement of Claim dated August 10, 1995 between Medar Canada, Ltd. and NBD Bank (filed as Exhibit 10.23 to the registrant's Form 10-Q for the quarter ended September 30, 1995, SEC File 0-12728, and incorporated herein by reference). 10.23* Patent License Agreement dated October 4, 1995 by and between Medar, Inc. and Square D Company (filed as Exhibit 10.24 to the registrant's Form 10-Q for the quarter ended September 30, 1995, SEC File 0-12728, and incorporated herein by reference). 10.24 Third Amendment to Revolving Credit and Loan Agreement dated March 29, 1996 by and between Medar, Inc., Integral Vision-AID, Inc., Integral Vision Ltd. and NBD Bank (filed as Exhibit 10.24 to the registrant's Form 10-Q for the quarter ended March 31, 1996, SEC file 0-12728, and incorporated herein by reference). 10.25 Third Amended and Restated Revolving Note dated March 29, 1996 by and between Medar, Inc., Integral Vision-AID, Inc., Integral Vision Ltd. and NBD Bank (filed as Exhibit 10.25 to the registrant's Form 10-Q for the quarter ended March 31, 1996, SEC file 0-12728, and incorporated herein by reference). 10.26 General Security Agreement dated March 29, 1996 by and between Medar, Inc. and NBD Bank (filed as Exhibit 10.26 to the registrant's Form 10-Q for the quarter ended March 31, 1996, SEC file 0-12728, and incorporated herein by reference). . 13 14 10.27 General Security Agreement dated March 29, 1996 by and between Integral Vision-AID, Inc. and NBD Bank (filed as Exhibit 10.27 to the registrant's Form 10-Q for the quarter ended March 31, 1996, SEC file 0-12728, and incorporated herein by reference). 10.28 General Security Agreement dated May 1, 1996 by and between Medar Canada Ltd. and NBD Bank (filed as Exhibit 10.28 to the registrant's Form 10-Q for the quarter ended June 30, 1996, SEC file 0-12728, and incorporated herein by reference). 10.29 Composite Guarantee and Debenture dated May 29, 1996 by and between Integral Vision Ltd. and NBD Bank (filed as Exhibit 10.29 to the registrant's Form 10-Q for the quarter ended June 30, 1996, SEC file 0-12728, and incorporated herein by reference). 10.30 Fourth Amendment to Revolving Credit and Loan Agreement dated August 11, 1996 by and between Medar, Inc., Integral Vision-AID, Inc., Integral Vision Ltd. and NBD Bank (filed as Exhibit 10.30 to the registrant's Form 10-Q for the quarter ended September 10, 1996, SEC file 0-12728, and incorporated herein by reference). 10.31 Fifth Amendment to Revolving Credit and Loan Agreement dated February 27, 1997 by and between Medar, Inc. and Integral Vision, Ltd. and NBD Bank. 10.32 Over Formula Loan Note dated February 27, 1997 by and between Medar, Inc., Integral Vision, Ltd., and NBD Bank. 10.33 Bridge Loan Note dated February 27, 1997 by and between Medar, Inc., Integral Vision, Ltd., and NBD Bank. 10.34 Guaranty by Maxco, Inc. dated February 27, 1997 of $1,500,000 bridge loan note by and between Medar, Inc., Integral Vision, Ltd., and NBD Bank. 11 Calculation of Earnings per Share. (b) There were no reports on Form 8-K filed in the quarter ended March 31, 1997. * The Company has been granted confidential treatment with respect to certain portions of this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. 14 15 SIGNATURES Pursuant to the requirements 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. /s/ CHARLES J. DRAKE - --------------------------------- Charles J. Drake President & Chairman of the Board Medar, Inc. (Principal Executive Officer) /s/ RICHARD R. CURRENT - --------------------------------- Richard R. Current Executive Vice President, Finance & Operations Medar, Inc. (Principal Financial & Accounting Officer) 15 16 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 11 Calculation Of Earnings Per Share 27 Financial Data Schedule EX-11 2 EX-11 1 EXHIBIT 11 CALCULATION OF EARNINGS PER SHARE MEDAR, INC. AND SUBSIDIARIES
THREE MONTHS ENDED MARCH 31 1997 1996 -------------------------- (In thousands except per share data) Per common share and common share equivalents: Outstanding shares - beginning of period 8,852 8,712 Weighted average of: Exercise of stock options 79 Net effect of dilutions based on treasury stock method using average market price 41 204 -------------------------- TOTAL SHARES 8,893 8,995 ========================== Net earnings $ 26 $ 327 ========================== Net earnings per share $ 0 $ .04 ========================== Per common share assuming full dilution: Outstanding shares - beginning of period 8,852 8,712 Weighted average of: Exercise of stock options 79 Net effect of dilutive stock options based on treasury stock method using quarter-end market price if higher than average market price 45 229 -------------------------- TOTAL SHARES 8,897 9,020 ========================== Net earnings $ 26 $ 327 ========================== Net earnings per share $ 0 $ .04 ==========================
EX-27 3 EX-27
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED BALANCE SHEET AND FINANCIAL STATEMENTS OF OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q. 1,000 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 903 0 8,139 400 14,546 26,759 16,772 7,056 49,094 13,019 20,469 0 0 1,771 19,493 49,094 10,211 10,223 7,434 7,434 2,266 0 497 26 0 26 0 0 0 26 0 0
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