-----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, EpiVRqm+H953aAMrqc7UzV8eEvy/cK8UyK0VFH8u3zwzTcqBS0D2X4kW6RysaksW fqe+flX72sfLxI1Rqsyzow== 0000898430-96-001320.txt : 19960416 0000898430-96-001320.hdr.sgml : 19960416 ACCESSION NUMBER: 0000898430-96-001320 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960303 FILED AS OF DATE: 19960415 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEASUREX CORP /DE/ CENTRAL INDEX KEY: 0000751190 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 941658697 STATE OF INCORPORATION: DE FISCAL YEAR END: 1127 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08770 FILM NUMBER: 96547289 BUSINESS ADDRESS: STREET 1: ONE RESULTS WAY CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4082551500 MAIL ADDRESS: STREET 1: ONE RESULTS WAY CITY: CUPERTINO STATE: CA ZIP: 95014 10-Q 1 FORM 10-Q [WM1] UNITED STATES 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 3, 1996. [ ] 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 1-8700 M E A S U R E X C O R P O R A T I O N (Exact name of Registrant as specified in its charter) DELAWARE 94-1658697 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ONE RESULTS WAY, CUPERTINO, CALIFORNIA 95014 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (408) 255-1500 -------------- NOT APPLICABLE (Former name, former address & 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 and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common stock outstanding at March 3, 1996: 15,897,080 (1) Excludes common stock held in treasury. This document contains 12 pages, with the Exhibit Index located on pages 10 to 11. 1 Part I. Financial Information Item 1. Financial Statements MEASUREX CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited) (Dollar amounts in thousands except per share data)
Three Months Ended --------------------- March 3, March 5, 1996 1995 - ----------------------------------------------------------------------- Revenues: Systems $61,156 $46,802 Service and other 29,764 26,633 ------- ------- Total revenues 90,920 73,435 ------- ------- Operating costs and expenses: Systems 36,166 30,079 Service and other 18,530 17,165 Product development 5,390 4,770 Selling and administrative 19,874 17,240 ------ ------ Total operating costs and expenses 79,960 69,254 ------ ------ Earnings from operations 10,960 4,181 Other income (expense): Interest expense (578) (787) Interest income and other, net 1,544 1,801 ------- ------- Total other income, net 966 1,014 ------- ------- Income before income taxes 11,926 5,195 Provision for income taxes 4,055 1,714 ------- ------- Net income $ 7,871 $ 3,481 ======= ======= Net income per share $ .48 $ .20 ======= ======= Dividends per share $ .11 $ .11 ======= ======= Average number of common and common equivalent shares (in thousands) 16,390 17,331 ======= =======
The accompanying notes are an integral part of the consolidated condensed financial statements. 2 MEASUREX CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (Dollar amounts in thousands)
March 3, December 3, 1996 1995 - ----------------------------------------------------------------------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 28,415 $ 62,924 Short-term investments 678 1,138 Accounts receivable 90,948 76,702 Inventories 43,097 33,349 Prepaid expenses and other 18,536 13,574 -------- -------- Total current assets 181,674 187,687 -------- -------- Contracts receivable 16,370 16,208 Service parts, net 14,205 13,773 Property, plant and equipment, net 50,734 49,752 Other assets 43,108 19,285 -------- -------- Total assets $306,091 $286,705 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 4,904 $ 4,458 Accounts payable 8,625 8,004 Accrued expenses 82,542 77,326 Income taxes payable 7,110 8,590 -------- -------- Total current liabilities 103,181 98,378 -------- -------- Long-term debt 18,948 15,348 Deferred income taxes 8,261 6,934 -------- -------- Total liabilities 130,390 120,660 -------- -------- Shareholders' equity 175,701 166,045 -------- -------- Total liabilities and shareholders' equity $306,091 $286,705 ======== ========
The accompanying notes are an integral part of the consolidated condensed financial statements. 3 MEASUREX CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (Dollar amounts in thousands)
Three Months Ended ------------------- March 3, March 5, 1996 1995 - -------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net cash used by operating activities $ (6,334) $ (6,267) -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Sale of available-for-sale securities - 11,254 Maturities of held-to-maturity securities 460 7,020 Acquisition of property, plant and equipment (2,257) (1,460) Acquisition of Subsidiary, net of cash acquired (24,769) - Acquisition of technology - (3,380) Capitalized software (733) (424) -------- -------- Net cash (used) provided by investing activities (27,299) 13,010 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Additions to long-term debt 28,014 13,017 Payment of long-term debt (30,351) (2,111) Dividends (1,733) (1,777) Stock issued under employee stock purchase and stock option plans 3,889 3,847 Payment for treasury stock - (43,578) -------- -------- Net cash used in financing activities (181) (30,602) -------- -------- Effect of exchange rate fluctuations on cash and cash equivalents (695) (57) -------- -------- Net decrease in cash and cash equivalents (34,509) (23,916) Cash and cash equivalents at beginning of period 62,924 82,254 -------- -------- Cash and cash equivalents at end of period $ 28,415 $ 58,338 ======== ======== SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES Note exchanged for intangible assets $ - $ 700 Payable related to acquisition of subsidiary $ 5,674 $ -
The accompanying notes are an integral part of the consolidated condensed financial statements. 4 MEASUREX CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (March 3, 1996 - Unaudited) ---------------------------------------------------- NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated condensed financial statements have been prepared in accordance with SEC requirements for interim financial statements. They, therefore, do not include all the disclosures which are presented in the Measurex Corporation ("the Company") Annual Report on Form 10-K. It is suggested that the financial statements be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-K. The information furnished reflects all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for the fair statement of financial position, results of operations and cash flows for the interim period. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. The results of operations for the periods presented are not necessarily indicative of results to be expected for the full year. Consolidation The consolidated condensed financial statements include the accounts of all subsidiaries after elimination of intercompany balances and transactions. Net Income per Share Net income per share is computed based on the weighted average number of common shares outstanding during the period adjusted to reflect the assumed exercise of outstanding stock options to the extent these had a dilutive effect on the computation. Fiscal Year The Company uses a 52-53 week fiscal year. Fiscal 1996 is a 52 week year and fiscal 1995 is a 53 week year. The extra week in 1995 is accounted for in the first quarter. 5 MEASUREX CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS, (Continued) (March 3, 1996 - Unaudited) -----------------------------------------------------------------
NOTE 2. ACCOUNTS RECEIVABLE Accounts receivable consist of the following: (in thousands) March 3, December 3, 1996 1995 -------- ---------- Accounts receivable $85,806 $ 72,588 Contracts receivable, current portion 8,531 7,332 Less: Allowance for noncollection and system returns (3,389) (3,218) ------- --------- $90,948 $ 76,702 ======= =========
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NOTE 3. INVENTORIES Inventories consist of the following: (in thousands) March 3, December 3, 1996 1995 -------- ---------- Purchased parts and components $19,630 $ 14,579 Work-in-process 18,157 12,843 Finished subassemblies and systems 5,310 5,927 ------- --------- $43,097 $ 33,349 ======= =========
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NOTE 4. OTHER ASSETS Other assets, net of amortization, consist of the following: (in thousands) March 3, December 3, 1996 1995 -------- ---------- Goodwill $33,519 $ 9,828 Capitalized software 5,041 4,681 Other 4,548 4,776 ------- --------- $43,108 $ 19,285 ======= =========
The increase in goodwill is attributable to the acquisition of Data Measurement Corporation (DMC). - ------------------------------------------------------------------------------- NOTE 5. COMMITMENTS AND CONTINGENCIES The Company is subject to legal proceedings and claims that arise in the normal course of its business. In the opinion of management, these proceedings will not have a material adverse effect on the financial position and results of operations of the Company. - ------------------------------------------------------------------------------- 6 MEASUREX CORPORATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS - ----------------------------------------------------------------------- OF OPERATIONS - ------------- RESULTS OF OPERATIONS - --------------------- The following discussion and analysis contain forward looking statements, which are subject to the risk factors set forth at the end of this item. On January 10, 1996, the Company acquired Data Measurement Corporation (DMC). The first quarter results of 1996 include the operations of DMC for the period from January 10th to March 3rd. System orders in the first quarter of 1996 were $60 million, which represented a 20% increase from the $50 million booked in the first quarter of 1995. This was the highest first quarter order total in the Company's history. Orders for the Industrial Systems Division, including $8 million for DMC, were $18 million, which represented a 157% increase from $7 million in the first quarter of 1995. Orders for the Paper Industry were $42 million compared with $43 million in the first quarter of 1995. The industry and geographic breakdown of orders is as follows:
Three Months Ended -------------------------- (amounts in millions) -------------------------- March 3, March 5, 1996 1995 ---------- ------------ United States $18.0 $25.0 Europe 22.0 15.0 Rest of World 20.0 10.0 ----- ----- Total $60.0 $50.0 ----- ----- Paper Systems $42.0 $43.0 Industrial Systems 18.0 7.0 ----- ----- Total $60.0 $50.0 ----- -----
System backlog at the end of the first quarter of 1996 was $160 million, up from $97 million at the end of the first quarter of 1995 and $143 million at the end of the fourth quarter 1995. In excess of 90% of the $160 million backlog is scheduled to be shipped during the next 12 months. The ending backlog includes $24 million relating to DMC. System revenue was $61.2 million in the first quarter of 1996, a 31% increase from $46.8 million in the first quarter of 1995. DMC added $3.7 million and the rest of the increase resulted from higher shipment levels as the Company increased production in response to the higher order levels in the last nine months of 1995. Service and other revenue was $29.8 million in the first quarter of 1996, an increase of 12% from $26.6 million in the first quarter of 1995. Growth in the installed base of systems, additional process optimization services and spares sales associated with DMC accounted for the increase. System margins for the first quarter of 1996 were 41% compared to 36% in the first quarter of 1995. This improvement resulted from better utilization of existing capacity and fixed overhead, and improved pricing. System margin excluding DMC improved to 43%. The impact of acquisition adjustment related to DMC and the margins in this division products reduced the overall company margin to 41%. Service and other margins for the first quarter of 1996 were 38% compared to 36% in the first quarter of 1995. The improvement in service margins reflects better utilization of field service resources as the installed base increases and a wider range of services and spares are sold to customers. Product development costs were $5.4 million in the first quarter of 1996, slightly up from $4.8 million in the first quarter of 1995. Selling and administrative expense increased $2.6 million from $17.2 million in the first quarter of 1995 to $19.9 million for the same period in 1996. Approximately half of the increase was due to DMC's expenses and the other half to the increase in sales headcount and commissions. As a result of these changes, earnings from operations for the first quarter of 1996 increased 162% to $11 million from $4.2 million in the first quarter of 1995. 7 MEASUREX CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF - -------------------------------------------------------------------------- OPERATIONS (CONT.) - ------------------ RESULTS OF OPERATIONS (CONT) - ---------------------------- Interest expense of $0.6 million for the first quarter of 1996 decreased over the first quarter of 1995 level of $0.8 million as a result of lower debt levels during the first quarter of 1996. Interest income of $1.5 million for the first quarter of 1996 was $0.3 million lower than the first quarter of 1995. The decrease over the first quarter of 1995 was due to lower cash balances in the first quarter of 1996, compared to the same period in 1995. The effective tax rate was 34% in the first quarter of 1996, up from 33% in the first quarter of 1995. The rate was increased in the second quarter of 1995 to reflect changes in the geographic mix of earnings. Net income for the first quarter of 1996 was $7.9 million, a $4.4 million increase from $3.5 million in the first quarter of 1995. Earnings per share for the quarter were $0.48 per share compared to $0.20 per share in 1995. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The following discussion of liquidity and capital resources relates to the consolidated statements of cash flows. Analysis of changes to receivables, inventories, property, plant and equipment, other assets and liabilities is before consolidation of DMC's net assets. In the three months ended March 3, 1996, the Company used $6.3 million of cash in operating activities, a similar usage to the three months ended March 5, 1995. In the first quarter of 1996, $12.2 million was generated by net income after adjustments for non-cash items. This cash inflow was offset by increases in working capital of $18.5 million, including a decrease of $10.7 million in liabilities mainly due to year-end profit sharing and bonus payments and an increase of $6.5 million in accounts and contracts receivable as a result of higher revenue and shipments occurring late in the quarter. Cash used in investing activities was $27.3 million for the first quarter of 1996 compared to $13.0 million received from investing activities in the first quarter of 1995. On January 10, 1996, the Company acquired DMC for $31.3 million. The Company acquired all of the outstanding stock and other securities of DMC, with common stockholders receiving $18.625 per share. As of March 3, 1996 the Company has paid out $25.9 million and has a payable of $5.7 million, which the Company expects to pay in the second quarter. During the first three months of the fiscal year, $2.3 million was spent on acquiring property, plant, and equipment. No major facility expansions are planned for fiscal year 1996. Cash used in financing activities was $0.2 million for the first quarter of 1996 compared to $30.6 million in the first quarter of 1995. As a result of the above activities, and excluding exchange rate fluctuations, the Company's cash and cash equivalents decreased $34.5 million compared to year-end 1995. The Company's current ratio was approximately 1.8 at the end of the first quarter of 1996 compared to 1.9 at fiscal year-end 1995. The debt to capitalization ratio was 12% as of March 3, 1996, compared to 11% at fiscal year-end 1995. The Company believes that its existing cash balances and lines of credit will provide adequate flexibility to fund the Company's operating needs, capital expenditures and cash dividends through fiscal year 1996. 8 MEASUREX CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF - -------------------------------------------------------------------------- OPERATIONS - ---------- LIQUIDITY AND CAPITAL RESOURCES (CONT.) - ------------------------------- As of March 3, 1996, the Company's principal source of liquidity included cash, cash equivalents and short-term investments of $28.4 million and unsecured revolving bank lines of credit of $83 million of which $13 million was committed to letters of credit. RISK FACTORS - ------------ The Company's future operations are subject to a number of risks and uncertainties including, but not limited to, the following: Fluctuations in Quarterly Orders - The Company's quarterly orders have fluctuated in the past and may fluctuate significantly in the future due to a number of factors, including the timing of orders from its customers, changes in pricing by the Company or its competitors, discount levels, new product introductions by the Company or its competitors, foreign currency exchange rates, and changes in the economic and political environments of the countries and industries it serves. Fluctuations in Financial Results - The Company's quarterly and annual financial results have fluctuated in the past and may fluctuate significantly in the future due to a number of factors, including the scheduling of factory shipments, changes in pricing and discount levels, utilization levels of the Company's manufacturing facilities and personnel, amount and growth in operating expenses, changes in applicable tax rates, changes in product mix of system revenue, amount of spares shipments, changes in interest rates, changes in foreign currency exchange rates and the ability of the Company to mitigate the impact of such changes with foreign currency forward contracts. Cyclicality of the Paper Industry - A substantial portion of the Company's sales have historically come from the paper industry. While the Company has recently expanded its presence in the industrial systems component of its business through its acquisition of Data Measurement Corporation, the paper industry will continue to account for most of the Company's revenues. This industry has in the past, and will likely in the future, be subject to substantial cyclicality and economic downturns. This cyclicality may in turn materially impact the Company's order rate and results of operations. Risks Associated with International Operations - A majority of the Company's revenues are typically generated from sales outside of the United States. The Company's international orders, revenues and profitability are subject to inherent risks including timing in obtaining import licenses and letters of credit, fluctuations in local economies, difficulties in staffing and managing foreign operations, changes in foreign currency exchange rates, changes in regulatory requirements, tariffs and other trade barriers, difficulties in repatriation of earnings, and burdens of complying with a wide variety of foreign laws. Risks of Serving other Cyclical Industries - The Company's orders and operating results are impacted by the capital expenditure cycles in the plastics, rubber, non-wovens, aluminum and steel industries, all of which are subject to substantial cyclicality. Ability to Integrate Acquisitions - A key element of the Company's strategy for growth is the acquisition of products that can be distributed through its worldwide sales and service organization. The success of this component of the Company's strategy is dependent upon the ability of the Company to identify acquisition candidates that meet its acquisition criteria, acquire the acquisition target at a fair price, integrate the acquired operations into the Company and implement its business plan after acquisition. There can be no assurance that the Company will be successful in achieving these goals in every instance. For example, the first quarter acquisition of DMC is subject to these uncertainties. 9 MEASUREX CORPORATION PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -------------------------------- (a) Exhibits Exhibit Number Exhibit Title __________ ________________________________________________________________ 2.1 Copy of the Amended and Restated Agreement and Plan of Reorganization dated September 16, 1995 among Measurex, Data Measurement Corporation and Mx Acquisition Company (incorporated by reference from Exhibit 2.1 on Form 8-K reporting on event occurring on January 10, 1996). 3.1 Certificate of Incorporation of Registrant (incorporated by reference from Exhibit 3.1 on page 30 of Report on Form 10-K for the fiscal year ended November 29, 1987). 3.2 Bylaws of Registrant, restated and amended as of April 19, 1994 (incorporated by reference from Exhibit 3.2 on page 21 of Report on Form 10-K for the fiscal year ended November 27, 1994). 4.1 Copy of Registrant's Rights Agreement dated as of December 14, 1988, as amended by Amendment No. 1 thereto dated May 30, 1990 (incorporated by reference from Exhibit 4.1 on page 47 of Report on Form 10-K for the fiscal year ended December 2, 1990). 10.1 Copy of Registrant's Employee's Stock Option Plan (1993) (incorporated by reference from Form S-8 Registration Statement No. 33-65762 filed with the SEC on July 8, 1993). 10.2 Copy of Registrant's Management Incentive Plan (incorporated by reference from Exhibit 10.2 on page 17 of Report on Form 10-K for fiscal year ended December 3, 1995). 10.3 Copy of Registrant's Employee Stock Purchase Plan, amended and restated effective December 14, 1993 (incorporated by reference from Exhibit 10.4 on page 21 of Report on Form 10-K for fiscal year ended November 27, 1994). 10.4 Copy of Registrant's Affiliation Agreement dated as of May 30, 1990, between Measurex Corporation and Harnischfeger Industries, Inc. (incorporated by reference from Exhibit 4.1 on Form 8-K filed with the SEC on June 12, 1990). 10.5 Copy of Registrant's Repurchase Agreement dated December 29, 1994 (which contains certain amendments to the Affiliation Agreement referred to in Exhibit 10.4) (incorporated by reference from Exhibit 10.6 on page 21 of Report on Form 10-K for fiscal year ended November 27, 1994). 10.6 Copy of Registrant's Joint Marketing, Sales and Development Agreement dated May 30, 1990 between Measurex Corporation and Beloit Corporation (incorporated by reference from Exhibit 10.1 on Form 8-K filed with the SEC on June 12, 1990). 10.7 Copy of Registrant's Stock Option Agreement (Special Acceleration Grant) dated as of December 14, 1993 (incorporated by reference from Exhibit 10.10 on page 45 of Report on Form 10-K for the fiscal year ended November 25, 1993). 10.8 Copy of Stock Repurchase Agreement and Amendment to Joint Marketing Sales and Development Agreement dated June 22, 1995 among Measurex, Harnischfeger, HIHC and Beloit Corporation (incorporated by reference from Exhibit 2.1 on Form 8-K filed with the SEC on July 6, 1995). 10.9 Copy of Letter Agreement for a special severance benefit program for key executives dated May 15, 1995 (incorporated by reference from Exhibit 10.20 on Form 8-K filed with the SEC on October 10, 1995). 10.10 Copy of Credit Agreement dated as of February 10, 1995 among Measurex Corporation, Bank of America National Trust and Savings Association, as Agent, and other financial institutions party hereto (incorporated by reference from Exhibit 10.16 on page 22 of Report on Form 10-K for fiscal year ended November 27, 1994). 10.11 Copy of First Amendment dated June 21, 1995 to Credit Agreement referred to on Exhibit 10.10 (incorporated by reference from Exhibit 10.18 on Form 10-Q for period ended June 4, 1995). 10 MEASUREX CORPORATION PART II. OTHER INFORMATION (continued) ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (CONTINUED) --------------------------------- (a) Exhibits 10.12 Copy of Second Amendment dated October 31, 1995 to Credit Agreement referred to on Exhibit 10.10 (incorporated by reference from Exhibit 10.12 on Form 10-K for fiscal year ended December 3, 1995). 11.0 Computation of Net Income per share of common stock of the Registrant. 27.0 Financial Data Schedule Other exhibits have not been filed because conditions requiring filing do not exist. (b) Reports on Form 8-K. The Company filed a report on Form 8-K dated January 10, 1996 and an amendment on February 29th, 1996, in which the Company reported that it had acquired DMC, for $31.3 million and was funded from the Company working capital reserves. 11 MEASUREX CORPORATION 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. Measurex Corporation -------------------------------- (Registrant) Date: April 12, 1996 By: /s/ Robert McAdams, Jr. -------------------------------- Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 12 EX-11 2 COMPUTATION OF NET INCOME PER SHARE EXHIBIT 11.0 MEASUREX CORPORATION COMPUTATION OF NET INCOME PER SHARE (Unaudited) --------------------------------------------------- (Dollar amounts in thousands except per share data)
Three Months Ended -------------------- March 3, March 5, 1996 1995 - --------------------------------------------------------------------------------- Primary: Average shares outstanding 15,712 16,818 Net effect of dilutive stock options based on the treasury stock method using average market price 678 513 ------- ------- Average common and common equivalent shares outstanding 16,390 17,331 ======= ======= Net income $ 7,871 $ 3,481 ======= ======= Net income per share $ .48 $ .20 ======= ======= Fully diluted: (Note A) Average shares outstanding 15,712 16,818 Net effect of dilutive stock options based on the treasury stock method using quarter-end market price or average market price when greater than quarter-end price 681 620 ------- ------- Average common and common equivalent shares outstanding 16,393 18,438 ======= ======= Net Income $ 7,871 $ 3,481 ======= ======= Net income per share $ .48 $ .20 ======= ======= - --------------------------------------------------------------------------------
Note A: Fully diluted earnings per share have been calculated in accordance with Accounting Principles Board Opinion No. 15, "Earnings Per Share". 13 EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED CONDENSED BALANCE SHEETS AT MARCH 3, 1996. THE CONSOLIDATED CONDENSED INCOME STATEMENTS, THE CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW AND THE RELATED NOTES, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-31-1995 MAR-3-1996 28,415 678 90,948 (3,389) 43,097 181,674 125,469 (74,735) 306,091 103,181 0 0 0 189 175,512 306,091 90,920 90,920 54,696 79,960 0 0 966 11,926 4,055 7,871 0 0 0 7,871 0.48 0.48
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