-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, AyhJprfMqKaCvwesU2CQX2Ti1uoTKjLfuTpY6NTXpDvzI/f1N12GdrI0dZcEQbST 298EW7+Ob85lQdPdirX0qA== 0000898430-95-001287.txt : 199507190000898430-95-001287.hdr.sgml : 19950719 ACCESSION NUMBER: 0000898430-95-001287 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950604 FILED AS OF DATE: 19950718 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: 1130 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08770 FILM NUMBER: 95554626 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 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 JUNE 4, 1995. [_] 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 July 9, 1995: 15,408,997 (1) Excludes common stock held in treasury. This document contains 15 pages, with the Exhibit Index located on pages 10 to 12. 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 Six Months Ended ------------------------- -------------------------- June 4, May 29, June 4, May 29, 1995 1994 1995 1994 - ----------------------------------------------------------------------------------------------------------------------------- Revenues: Systems $48,814 $36,482 $ 95,616 $ 74,100 Service and other 28,173 26,096 54,806 50,123 ------- ------- -------- -------- Total Revenues 76,987 62,578 150,422 124,223 ------- ------- -------- -------- Operating costs and expenses: Systems 29,318 23,264 59,397 47,220 Service and other 17,486 16,333 34,651 31,358 Product development 4,537 4,865 9,307 9,944 Selling and administrative 18,654 15,776 35,894 31,205 ------- ------- -------- -------- Total operating costs and expenses 69,995 60,238 139,249 119,727 ------- ------- -------- -------- Earnings from operations 6,992 2,340 11,173 4,496 Other income (expense): Interest expense (524) (330) (1,311) (666) Interest income and other, net 1,524 1,125 3,325 2,671 ------- ------- -------- -------- Total other income, net 1,000 795 2,014 2,005 ------- ------- -------- -------- Income before income taxes and cumulative effect of accounting change 7,992 3,135 13,187 6,501 Provision for income taxes 2,768 1,357 4,482 2,535 ------- ------- -------- -------- Income before cumulative effect of accounting change 5,224 1,778 8,705 3,966 Cumulative effect of accounting change - - - 524 ------- ------- -------- -------- Net income $ 5,224 $ 1,778 $ 8,705 $ 4,490 ======= ======= ======== ======== Net income per share: Income before cumulative effect of accounting change $ .30 $ .10 $ .50 $ .22 Cumulative effect of accounting change - - - .03 ------- ------- -------- -------- Net income per share $ .30 $ .10 $ .50 $ .25 ======= ======= ======== ======== Dividends per share $ .11 $ .11 $ .22 $ .22 ======= ======= ======== ======== Average number of common and common equivalent shares (in thousands) 17,299 18,040 17,315 18,095 ======= ======= ======== ========
The accompanying notes are an integral part of the consolidated condensed financial statements. 2 MEASUREX CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (Dollar amounts in thousands)
June 4, November 27, 1995 1994 - ---------------------------------------------------------------------------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 64,321 $ 82,254 Short-term investments 6,271 27,030 Accounts receivable 76,503 61,583 Inventories 30,612 24,685 Prepaid expenses and other 12,350 11,957 -------- -------- Total current assets 190,057 207,509 -------- -------- Contracts receivable 36,365 32,139 Service parts, net 12,554 12,286 Property, plant and equipment, net 49,393 49,655 Other assets 20,531 18,234 -------- -------- Total assets $308,900 $319,823 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 4,040 $ 4,387 Short-term debt 358 4,063 Accounts payable 7,572 5,989 Accrued expenses 75,735 65,686 Income taxes payable 5,776 3,848 -------- -------- Total current liabilities 93,481 83,973 -------- -------- Long-term debt 21,444 12,167 Deferred income taxes 5,972 6,500 -------- -------- Total liabilities 120,897 102,640 -------- -------- Shareholders' Equity 188,003 217,183 -------- -------- Total liabilities and shareholders' equity $308,900 $319,823 ======== ========
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)
Six Months Ended ----------------------------- June 4, May 29, 1995 1994 - ------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 8,705 $ 4,490 Non-cash items included in net income: Depreciation and amortization: Service parts 896 873 Property, plant and equipment 4,454 4,712 Capitalized software and goodwill 2,465 2,155 Deferred income taxes (656) (1,923) Translation loss (gain) (208) (585) Inventory reserves 577 645 Net decrease (increase) in: Accounts and contracts receivable (16,377) 440 Inventories and service parts (6,990) (1,167) Prepaid and other (183) 482 Net increase (decrease) in: Accounts payable and accrued expenses 9,650 (4,326) Income taxes payable 1,918 (1,478) Other, net (82) 837 -------- -------- Net cash provided by operating activities 4,169 5,155 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of held-to-maturity securities (2,000) (51,928) Sale of available-for-sale securities 11,255 21,203 Maturities of held-to-maturity securities 11,450 29,049 Acquisition of property, plant and equipment (3,675) (3,347) Acquisition of technology (3,380) - Capitalized software (800) (1,591) -------- -------- Net cash provided by (used in) investing activities 12,850 (6,614) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Payment of short-term debt (3,705) - Additions to long-term debt 17,779 - Payment of long-term debt (10,258) (2,576) Dividends (3,578) (3,936) Stock issued under employee stock purchase and stock option plans 8,154 1,359 Payment for treasury stock (43,578) - -------- -------- Net cash used in financing activities (35,186) (5,153) -------- -------- Effect of exchange rate fluctuations on cash and cash equivalents 234 349 -------- -------- Net decrease in cash and cash equivalents (17,933) (6,263) Cash and cash equivalents at beginning of period 82,254 76,040 -------- -------- Cash and cash equivalents at end of period $ 64,321 $ 69,777 ======== ======== SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES Note exchanged for intangible assets $ 700 $ -
The accompanying notes are an integral part of the consolidated condensed financial statements. 4 MEASUREX CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (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 1995 is a 53 week year and fiscal 1994 is a 52 week year. The extra week in 1995 is accounted for in the first quarter. 5 MEASUREX CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS, (Continued) (June 4, 1995 - Unaudited) _____________________________________ NOTE 2. INVENTORIES Inventories consist of the following:
(in thousands) June 4, November 27, 1995 1994 ------- ------------ Purchased parts and components $12,673 $12,417 Work in process 11,558 7,724 Finished subassemblies and systems 6,381 4,544 ------- ------- $30,612 $24,685 ======= =======
- ------------------------------------------------------------------------------- NOTE 3. LINES OF CREDIT AND DEBT On June 4, 1995, the Company had two unsecured bank line of credit agreements that provide for unsecured borrowings up to $70 million. The lines of credit include a $20 million revolving credit agreement that provides for variable interest rate borrowings based on the London Interbank Offer Rate (LIBOR) and a $50 million multicurrency credit agreement with a group of banks providing borrowings at variable interest rates including a base rate borrowing, an offshore rate borrowing and local currency rate borrowing. The agreements expire July 1996 and February 1998, respectively. There was $59 million available in connection with these agreements at June 4, 1995, of which $8 million was committed to letters of credit. The Company also has a 5.35% five-year unsecured term loan agreement with a bank. Interest is payable quarterly, with principal payable in equal quarterly installments of $1.0 million through June 1998. These agreements contain certain covenants regarding working capital, indebtedness and tangible net worth. The Company was in compliance with all covenants at June 4, 1995. Long-term debt consists of the following:
(In thousands) June 4, November 27, 1995 1994 ------- ------------ Bank credit agreements $10,750 $ 4,063 Term loan 13,000 15,000 Other borrowing 1,734 1,554 ------- ------- 25,484 20,617 Less amount due within one year 4,040 8,450 ------- ------- $21,444 $12,167 ======= =======
- -------------------------------------------------------------------------------- NOTE 4. 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 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS, (Continued) (June 4, 1995 - Unaudited) _____________________________________ NOTE 5. EXIT AND RESTRUCTURING COSTS In the fourth quarter of 1994, the Company recorded a $6.4 million charge for exit costs relating to a restructuring plan. This plan included establishment of a cross-functional team organization for Cupertino and Ireland operations as well as consolidation of some other facilities and organizations. Of the $6.4 million, $3.6 million has been utilized through June 4, 1995. ________________________________________________________________________________ NOTE 6. SUBSEQUENT EVENTS On June 22, 1995, the Company bought back approximately 1.6 million shares of its stock, held by Harnischfeger Industries, Inc. at the closing market price of $32.50 per share. This repurchase, combined with the Company's repurchase of approximately 2 million shares of its stock at $21.50 per share on December 29, 1994, reduced Harnischfeger's holdings of the Company's stock from 20% at November 27, 1994 to zero. The Company utilized $25.4 million of cash and $27 million of additional debt for the June 1995 transaction. On June 21, 1995, the Company amended its Credit Agreement with a group of banks to increase the amount of the unsecured multi-year credit facility from $50 million to $75 million. 7 MEASUREX CORPORATION Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF - -------------------------------------------------------------------------- OPERATIONS - ---------- LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- In the six months ended June 4, 1995, the Company generated $4.2 million of cash from operating activities. $16.2 million generated by net income after adjustments for non cash items was partially offset by increases in working capital to support the higher revenue level. Receivables were impacted by a high level of shipments in the final month of the quarter and several large contracts with extended payment terms where cash collection will not occur until later in the year. Cash of $12.9 million was generated from investing activities. The company sold its available-for-sale securities for $11.3 million and reduced its holding in held-to-maturity securities by $11.5 million. During the first half of the fiscal year, $3.7 million was spent in acquiring property, plant and equipment. This is consistent with recent capital expenditure patterns. No major facilities expansions are planned for the balance of fiscal year 1995. On December 14, 1994, the Company acquired the Webart Division of the Ohmart Corporation, and its family of on-line measurement and control systems for $3.4 million in cash and a $0.7 million note payable. Cash used in financing activities was $35.2 million. In December 1994, the Company bought back approximately two million shares of the Company's stock held by Harnischfeger Industries, Inc., reducing Harnischfeger's holdings of the total stock outstanding to 10% at June 4, 1995 from 20% at November 27, 1994. The total value of the transaction was $43.6 million. Offsetting the cash outflow for this transaction and $3.6 million for dividends, the Company received $8.2 million cash in connection with its employee purchase plan and stock option exercised and increased its debt by $7.5 million. The Company was in compliance with all loan convenants as of June 4, 1995. As a result of the above activities, and excluding exchange rate fluctuations, the Company's cash and cash equivalents decreased $17.9 million compared to year-end 1994. The Company's current ratio (current assets divided by current liabilities) was approximately 2.0 at the end of the second quarter of 1995 compared to 2.5 at fiscal year-end 1994. The total debt/total capitalization ratio was 12% as of June 4, 1995, compared to 9% at fiscal year-end 1994. As of June 4, 1995, the Company's principal source of liquidity included cash, cash equivalents and short-term investments of $70.6 million and unsecured revolving bank lines of credit of $59 million of which $8 million was committed to letters of credit. On June 21, 1995, in connection with the stock purchase discussed below, the Company negotiated a $25 million increase in its bank lines of credit. On June 22, 1995, the Company purchased the remaining 1.6 million shares held by Harnischfeger Industries, Inc. for $52.4 million. $25.4 million of cash and $27.0 million of additional borrowing under the Company's lines of credit were utilized for this transaction. As a result of this transaction, the Company's current ratio changed from 2.0 at the end of Q2'95 to 1.8 and total debt/total capitalization ratio increased from 12% to 22%. The Company remained in compliance with all loan convenants after this transaction. The Company believes that its financial resources will provide adequate flexibility to fund the Company's operating needs, capital expenditures and cash dividends during the balance of the fiscal year. 8 MEASUREX CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF - -------------------------------------------------------------------------- OPERATIONS (CONT.) - ------------------ RESULTS OF OPERATIONS - --------------------- System orders in the second quarter of 1995 were $80 million, more than double the $39 million reported in the second quarter of 1994. This was the highest level of orders for any quarter in the history of the Company. Orders from the paper industry were $70 million, and for the industrial systems division were $10 million. These represent 115% and 55% increases, respectively, over the second quarter of 1994. The increase in the paper industry is due to upgrades and replacements of the Measurex installed base and an expanded product offering resulting from acquisitions made in the last four years. Orders were strong in all major geographic areas. For the six months ending June 4, 1995 orders were $130 million, an 86% increase over the comparable period in 1994. System backlog at the end of the quarter was $129 million, up 52% from $85 million at the end of the second quarter of 1994 and a 33% increase from $97 million at the end of the first quarter of 1995. System revenue for the second quarter of 1995 was 34% higher, and for the first half was 29% higher than the same periods in 1994. The increased shipment level occurred as a result of the higher order levels achieved in the fourth quarter of 1994 and the first quarter of 1995. Service revenue for the quarter was 8% higher than the previous year and for the first half was 9% higher. The increase was due to the higher dollar value of foreign currency service billings resulting from the weakening of the dollar and growth in the service business. Margins on systems in the second quarter of 1995 improved to 40% and for the first half of 1995 to 38%, both up from 36% in the second quarter of 1994 and the first half of 1994. The increased volume allowed better utilization of existing capacity and the product mix was better with more higher margin products and features being sold. Service margins improved 1% to 38% compared to the 37% achieved in the second quarter of 1994. For the first half of 1995 service margin was 37% unchanged from first half of 1994. Product development expense in the second quarter of 1995 and for the first half of 1995 was 7% and 6% below the same period in 1994, respectively. This reflected savings achieved from the restructuring that took place in the fourth quarter of 1994. Selling and administrative expenses in the second quarter of 1995 and in the first half of 1995 were 18% and 15% higher than the previous year, respectively, although they remained relatively flat as a percentage of revenue. This was the result of higher sales commissions, travel and profit sharing consistent with the increase in sales and profitability, as well as the impact of stronger foreign currencies. Interest expense increased as a result of higher debt levels. Interest income and other improved primarily because the second quarter of 1994 was impacted by a $0.4 million write down the value of securities available-for-sale. The effective tax rate in the second quarter was 34.6% up from 33% in the first quarter. This increase results from a change in the geographic mix of earnings and brings the year-to-date rate to 34%. This rate of 34% compares to 39% in the comparable period of 1994. The lower rate compared to 1994 results from the return to profitability in 1995 of several subsidiaries for which no tax benefit for losses could be taken in 1994. Net income for the second quarter of 1995 was $5.2 million, which represents a 194% increase from the $1.8 million result in the second quarter of 1994. Earnings per share increased to $0.30 up from $0.10. 9 MEASUREX CORPORATION PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS --------------------------------------------------- The Company held its Annual Meeting of Stockholders at its principal executive office, One Results Way, Cupertino, California, at 10:00 a.m. Tuesday, April 18, 1995. The results of voting at said meeting were as follows: MATTER 1: The following individuals were elected to the Company's Board of Directors by a vote of the stockholders:
FOR WITHHOLD ---------- -------- David A. Bossen 14,865,994 37,017 Orion L. Hoch 14,869,006 34,005 Jeffrey T. Grade 14,869,405 33,606
In addition, the term of office as a director continued subsequent to the meeting for the following individuals: Paul Bancroft III Dwight C. Baum John C. Gingerich John W. Larson J. W. McKittrick Graham Tyson MATTER 2: A proposal to ratify the selection of Coopers & Lybrand L.L.P., as independent auditors of the Company was approved by a vote of the stockholders as follows: FOR AGAINST ABSTAIN ----------- ---------- ------- 14,877,622 9,901 15,488 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -------------------------------- (a) Exhibits
Exhibit Number Exhibit Title ------- ----------------------------------------------------- 10.1 Copy of Registrant's Employee's Stock Option Plan (1981) (incorporated by reference from Exhibit 28.1 to Post Effective Amendment No. 2 to Registration Statement No. 33-22589, filed with the SEC on June 25, 1990) 10.2 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) 10.3 Copy of Registrant's Management Incentive Plan (incorporated by reference from Exhibit 10.8 on page 24 of Report on Form 10-K for the fiscal year ended November 30, 1986) 10.4 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). 10.5 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 to Form 8-K filed with the SEC on June 12, 1990) 10.6 Copy of Repurchase Agreement dated December 29, 1994 (which contains certain amendments to the Affiliation Agreement referred to in Exhibit 10.5) (incorporated by reference from Exhibit 10.6 on page 21 of Report of Form 10-K for fiscal year ended November 27, 1994.
10 MEASUREX CORPORATION PART II. OTHER INFORMATION (continued) ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (CONTINUED) --------------------------------- (a) Exhibits
Exhibit Number Exhibit Title ------- ----------------------------------------------------- 10.7 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 to Form 8-K filed with the SEC on June 12, 1990). 10.8 Copy of Registrant's Joint Marketing, Sales and Development Agreement dated February 12, 1991 between Measurex Corporation and Enertec (incorporated by reference from Exhibit 10.8 on page 33 of Report on Form 10-K for the fiscal year ended December 1, 1991). 10.9 Copy of Registrant's Joint Marketing, Sales and Development Agreement dated February 28, 1991 between Measurex Corporation and Mitsubishi Heavy Industries, Ltd. (incorporated by reference from Exhibit 10.9 on page 34 of Report on Form 10-K for the fiscal year ended December 1, 1991). 10.10 Copy of Term Loan Agreement dated as of May 21, 1993, between Measurex Corporation and the Bank of New York (incorporated by reference from Exhibit 10 on Form 10-Q for the period ended May 30, 1993). 10.11 Copy of Amendment dated as of February 10, 1995, to Term Loan Agreement referred to in Exhibit 10.10 (incorporated by reference from Exhibit 10.11 on page 22 of Report on Form 10-K for fiscal year ended November 27, 1994). 10.12 Copy of Credit Agreement dated as of July 22, 1993, between Measurex Corporation and ABN Amro Bank N.V., San Francisco International Branch and/or Cayman Islands Branch (incorporated by reference from Exhibit 10.11 on Form 10-Q for the period ended August 28, 1994). 10.13 Copy of First Amendment dated as of July 8, 1994 to Credit Agreement referred to in Exhibit 10.12. (incorporated by reference from Exhibit 10.13 on page 22 of Report on Form 10-K for fiscal year ended November 27, 1994). 10.14 Copy of Second Amendment dated as of December 29, 1994 to Credit Agreement referred to in Exhibit 10.12 (incorporated by reference from Exhibit 10.14 on page 22 of Report on Form 10-K for fiscal year ended November 27, 1994). 10.15 Copy of Third Amendment dated as of February 10, 1995 to Credit Agreement referred to in Exhibit 10.11. (incorporated by reference from Exhibit 10.15 on page 22 on Form 10-K for fiscal year ended November 27, 1994). 10.16 Copy of Credit Agreement dated as of February 10, 1995 among Measurex Corporation, Bank of America National Trust and Savings Association, as Agent, and the 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). 10.17 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). 10.18 Copy of First Amendment dated June 21, 1995 to Credit Agreement referred to on Exhibit 10.16. 10.19 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).
11 MEASUREX CORPORATION PART II. OTHER INFORMATION (continued) Item 6. Exhibits and Reports on Form 8-K (continued) (a) Exhibits Exhibit Number Exhibit Title ------- ------------- 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 June 22, 1995 in which the Company reported that it had bought back from Harnischfeger Industries, Inc. 1,613,100 shares of outstanding Measurex Common Stock, par value $.01 per share, at a purchase price of $32.50 per share on June 22, 1995. 12 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: July 18, 1995 By: /s/ Robert Mc Adams, Jr. ------------------------------- Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 13 EX-10.18 2 CREDIT AGREEMENT EXHIBIT 10.18 FIRST AMENDMENT TO CREDIT AGREEMENT ----------------------------------- THIS FIRST AMENDMENT TO CREDIT AGREEMENT ("Amendment"), dated as of June --------- 21, 1995, is entered into by and among MEASUREX CORPORATION (the "Company"), ------- BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as agent for itself and the Banks (the "Agent"), and the several financial institutions party to the ----- Credit Agreement (collectively, the "Banks"). RECITALS -------- A. The Company, Banks, and Agent are parties to a Credit Agreement dated as of February 10, 1995 (the "Credit Agreement") pursuant to which the Agent and ---------------- the Banks have extended certain credit facilities to the Company and its Subsidiaries. B. The Company has requested that the Banks increase their respective Commitments (as defined in the Credit Agreement) and agree to certain other amendments of the Credit Agreement. C. The Banks are willing to increase their respective Commitments and make certain other amendments to the Credit Agreement, subject to the terms and conditions of this Amendment. NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Defined Terms. Unless otherwise defined herein, capitalized terms used ------------- herein shall have the meanings, if any, assigned to them in the Credit Agreement. 2. Amendments to Credit Agreement. ------------------------------ (a) The definition of "Applicable Margin" in Section 1.01 of the Credit Agreement is hereby amended by replacing clause (ii) in such definition with the following: "(ii) with respect to Offshore Rate Loans, the applicable margin (on a per annum basis) set forth below based on the Utilization Rate on such date: Utilization Rate Applicable Margin ---------------- ----------------- Less than 33.33% 1.00% More than or equal to 33.33% and less than 66.66% 1.25% More than or equal to 66.66% 1.50% 1 provided, however, that if at the end of any fiscal quarter of the Company, the - -------- ------- Company's fiscal quarter end financial statements indicate that the Company's Quick Ratio is greater than 1.10 to 1.00 and the Company's Leverage Ratio is less than 1.00 to 1.00, then commencing upon receipt by the Agent of such financial statements and continuing until the Agent receives any subsequent financial statements indicating that either such ratio is not met, the "Applicable Margin" with respect to Offshore Rate Loans shall be (A) 0.75% if the Utilization Rate is less than or equal to 50.00%, and (B) 1.00% if the Utilization Rate is greater than 50.00%." (b) The following definitions shall be added to Section 1.01 of the Credit Agreement: "Leverage Ratio" has the meaning specified in Section 7.17. -------------- "Quick Ratio" has the meaning specified in Section 7.15. ----------- (c) Each Bank agrees to increase its respective Commitment to the amount set forth on Schedule 2.01 hereto, which Schedule 2.01 shall, for all purposes ------------- ------------- of the Credit Agreement, amend and restate and replace in its entirety Schedule -------- 2.01 attached to the Credit Agreement. - ---- (d) Paragraph (a) of Section 6.02 of the Credit Agreement shall be amended and restated to read in its entirety as follows: "(a) concurrently with the delivery of the financial statements referred to in subsections 6.01(a) (other than those delivered for the fiscal year ended November 27, 1994) and (b), a Compliance Certificate executed by a Responsible Officer;" (e) Section 7.15 of the Credit Agreement shall be amended and restated to read in its entirety as follows: "7.15 Quick Ratio. At the end of each fiscal quarter of the Company, the ----------- Company shall not permit on a consolidated basis the ratio of (a) the sum of cash, cash equivalents, short-term marketable investments (each as determined in accordance with GAAP), and receivables net of bad debt reserves maintained in accordance with GAAP, to (b) all amounts which would, in accordance with GAAP, be included under current liabilities on a consolidated balance sheet of the Company and its Subsidiaries and the outstanding amount of any Loans not included under current liabilities (the "Quick Ratio"), to be less than (1) 0.85 to 1.00 as of the end of each fiscal quarter of the Company until the Company's second fiscal quarter in 1996; (2) 0.90 to 1.00 beginning with the end of the Company's second fiscal quarter in 1996 and until the Company's second fiscal quarter in 1997; and 2 (3) 1.00 to 1.00 beginning with the end of the Company's second fiscal quarter in 1997 and thereafter." (f) Section 7.16 of the Credit Agreement shall be amended and restated to read in its entirety as follows: "7.16 Tangible Net Worth. At the end of each fiscal quarter of the ------------------ Company, the Company shall not permit on a consolidated basis the Tangible Net Worth for the Company to be less than the sum of (a) $137,000,000, plus (b) 75% ---- of quarterly net income for the Company for each fiscal quarter ending subsequent to the fiscal quarter ended March 5, 1995 through the first fiscal quarter of 1996, with no reduction for net losses, and 65% of quarterly net income for the Company for each fiscal quarter ending subsequent to the first fiscal quarter of 1996, with no reduction for net losses, provided, however, -------- ------- that if at the end of any fiscal quarter of the Company ending subsequent to the first fiscal quarter of 1996, the Company's fiscal quarter end financial statements indicate that the Company's Quick Ratio is greater than 1.10 to 1.00 and the Company's Leverage Ratio is less than 1.00 to 1.00, then commencing upon receipt by the Agent of such financial statements and continuing until the Agent receives any subsequent financial statements indicating that either such ratio is not met, 50% of quarterly net income for the Company, with no reduction for net losses, shall be the applicable amount pursuant to this clause (b) of this Section 7.16, minus (c) 90% of the net purchase price paid by the Company for ----- repurchases of its outstanding shares of common stock from HIHC, Inc. subsequent to June 1, 1995 and through July 15, 1995, provided, however, that the amount -------- ------- subtracted pursuant to this clause (c) shall not exceed a total amount of $50,000,000, plus (d) the sum of (1) 100% of the net proceeds for any capital ---- stock issued by the Company after the fiscal quarter ended March 5, 1995 less (2) 100% of the net purchase price paid by the Company after the fiscal quarter ended March 5, 1995 for repurchases of its outstanding shares of common stock (other than repurchases pursuant to clause (c) of this Section 7.16) pursuant to the Company's stock option and employee stock option plans, provided, however, -------- ------- that if the amount determined pursuant to clause (2) of this clause (d) exceeds the amount under clause (1) of this clause (d) and such excess is greater than $5,000,000, then for purposes of this calculation, $5,000,000 shall be subtracted from the sum of clauses (a), (b) and (c) of this Section 7.16; and provided, further, that the aggregate amount subtracted from the sum of clauses - -------- ------- (a), (b) and (c) for any calendar year shall be limited to $5,000,000." (g) Section 7.17 of the Credit Agreement shall be amended and restated to read in its entirety as follows: 3 "7.17 Leverage Ratio. At the end of each fiscal quarter of the Company, -------------- the Company shall not permit on a consolidated basis the ratio of total liabilities for the Company to Tangible Net Worth for the Company (the "Leverage Ratio") to be greater than (1) 1.30 to 1.00 for the end of each fiscal quarter of the Company until the Company's second fiscal quarter in 1996; (2) 1.10 to 1.00 beginning with the end of the Company's second fiscal quarter in 1996 and until the Company's second fiscal quarter in 1997; and (3) 0.90 to 1.00 beginning with the end of the second fiscal quarter of the Company in 1997 and thereafter." (h) Schedule 2 to Exhibit C to the Credit Agreement is hereby amended by replacing such Schedule 2 with Schedule 2 attached hereto, which Schedule 2 shall, for all purposes of the Credit Agreement, amend and restate and replace in its entirety Schedule 2 attached to Exhibit C to the Credit Agreement. 3. Representations and Warranties. The Company hereby represents and ------------------------------ warrants to the Agent and the Banks as follows: (a) No Default or Event of Default has occurred and is continuing. (b) The execution, delivery and performance by the Company of this Amendment have been duly authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, notice to, or action by, any Person (including any Governmental Authority) in order to be effective and enforceable. The Credit Agreement as amended by this Amendment constitutes the legal, valid and binding obligations of the Company, enforceable against it in accordance with its terms, without defense, counterclaim or offset. (c) All representations and warranties of the Company contained in the Credit Agreement are true and correct. (d) The Company is entering into this Amendment on the basis of its own investigation and for its own reasons, without reliance upon the Agent and the Banks or any other Person. 4. Effective Date. This Amendment will become effective on June 21, 1995 -------------- (the "Effective Date"), provided that each of the following conditions precedent -------------- -------- is satisfied: (a) The Agent has received from the Company and each of the Banks a duly executed original (or, if elected by the Agent, an executed facsimile copy) of this Amendment, together with a duly executed Guarantor Acknowledgment and Consent in the form attached hereto (the "Consent"). ------- 4 (b) The Agent has received from the Company a copy of a resolution passed by the board of directors of the Company, certified by the Secretary or an Assistant Secretary of the Company as being in full force and effect on the date hereof, authorizing the execution, delivery and performance of this Amendment and the Consent. (c) All representations and warranties contained herein are true and correct as of the Effective Date. (d) The Agent has received from the Company the amount of Thirty-Seven Thousand Five Hundred Dollars ($37,500.00), representing payment in full of a non-refundable amendment fee. Upon receipt of such payment, the Agent shall promptly distribute to each Bank its Pro Rata Share of such payment. 5. Miscellaneous. ------------- (a) Except as herein expressly amended, all terms, covenants and provisions of the Credit Agreement are and shall remain in full force and effect and all references therein to the Credit Agreement shall henceforth refer to the Credit Agreement as amended by this Amendment. This Amendment shall be deemed incorporated into, and a part of, the Credit Agreement. (b) This Amendment shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns. No third party beneficiaries are intended in connection with this Amendment. (c) This Amendment shall be governed by and construed in accordance with the law of the State of California. (d) This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Each of the parties hereto understands and agrees that this document (and any other document required herein) may be delivered by any party hereto either in the form of an executed hard copy original or an executed original sent by facsimile transmission to be followed promptly by mailing of a hard copy original, and that receipt by the Agent of a facsimile transmitted document purportedly bearing the signature of a Bank or the Company shall bind such Bank or the Company, respectively, with the same force and effect as the delivery of a hard copy original. Any failure by the Agent to receive the hard copy executed original of such document shall not diminish the binding effect of receipt of the facsimile transmitted executed original of such document of the party whose hard copy original was not received by the Agent. 5 (e) This Amendment, together with the Credit Agreement, contains the entire and exclusive agreement of the parties hereto with reference to the matters discussed herein and therein. This Amendment supersedes all prior drafts and communications with respect hereto. This Amendment may not be amended except in accordance with the provisions of Section 10.01 of the Credit Agreement. (f) If any term or provision of this Amendment shall be deemed prohibited by or invalid under any applicable law, such provision shall be invalidated without affecting the remaining provisions of this Amendment or the Credit Agreement, respectively. (g) The Company covenants to pay to or reimburse the Agent and the Banks, upon demand, for all costs and expenses (including allocated costs of in-house counsel) incurred in connection with the development, preparation, negotiation, execution and delivery of this Amendment. [Signature Page Follows] 6 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first above written. MEASUREX CORPORATION By: /s/ ROBERT MCADAMS ---------------------------- Title: EXECUTIVE VP & CFO ------------------------- BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Agent By: /s/ WENDY M. YOUNG ---------------------------- Title: VICE PRESIDENT ------------------------- BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as a Bank By: /s/ KEVIN MCMAHON ---------------------------- Title: VICE PRESIDENT ------------------------- ABN AMRO BANK By: /s/ INGA C. LAPSINS ---------------------------- Title: CORPORATE BANKING OFFICER ------------------------- By: /s/ ROBERT N. HARTINGER ---------------------------- Title: GROUP VICE PRESIDENT ------------------------- THE BANK OF NEW YORK By: /s/ ELIZABETH T. YING ---------------------------- Title: ASSISTANT VICE PRESIDENT ------------------------- 7 SCHEDULE 2.01 ------------- COMMITMENTS ----------- AND PRO RATA SHARES -------------------
Pro Rata Bank Commitment Share ---- ---------- -------- Bank of America National Trust and Savings Association $30,000,000 40.00% ABN AMRO Bank $22,500,000 30.00% The Bank of New York $22,500,000 30.00% TOTAL $75,000,000 100%
8 GUARANTOR ACKNOWLEDGMENT AND CONSENT ------------------------ The undersigned, the guarantor under that certain Continuing Guaranty (Multicurrency) dated February 10, 1995 (the "Guaranty"), with respect to the Borrowers' obligations to the Agent and the Banks under the Credit Agreement, hereby reaffirms and agrees that the Guaranty is in full force and effect, without defense, offset or counterclaim, and applies to the Credit Agreement as amended by the First Amendment to Credit Agreement, dated as of June 21, 1995. (Capitalized terms used herein have the meanings specified in the Guaranty.) MEASUREX CORPORATION Dated: By: /s/ ROBERT MCADAMS ---------------------- ----------------------------- Title: EXECUTIVE VP & CFO -------------------------- 9 AMENDMENT NO. 2 TO TERM LOAN AGREEMENT This Amendment No. 2 dated June 21, 1995 (the "Amendment") to the Term Loan Agreement, dated as of May 21, 1993 (the "Term Loan Agreement") between Measurex Corporation, a Delaware corporation (the "Company") and The Bank of New York (the "Bank"). Capitalized terms used herein have the respective meanings specified in the Term Loan Agreement unless otherwise specified herein. WHEREAS, the Company desires to repurchase approximately 1,600,000 shares of its common stock from HIHC, Inc. for approximately $48,400,000 (the "Repurchase"); and WHEREAS, the Company and the Bank now desire to amend certain provisions of the Term Loan Agreement; NOW, THEREFORE, in consideration of the premises herein and for other good and valuable consideration, the parties hereto agree as follows: 1. Section 7.01(a) of the Term Loan Agreement is hereby amended to read in its entirety as follows: Consolidated Tangible Net Worth. Maintain Consolidated Tangible Net ------------------------------- Worth, as of the end of each fiscal quarter of the Company, of not less than an amount equal to the sum of (i) $137,000,000 plus (ii) 75% of quarterly net income for each fiscal quarter ending subsequent to the fiscal quarter ended March 5, 1995 through the first fiscal quarter of 1996, with no reduction for net losses, and 65% of quarterly net income for each fiscal quarter ending subsequent to the first fiscal quarter of 1996, with no reduction for net losses, provided, however, that if at the end of -------- ------- any fiscal quarter ending subsequent to the first fiscal quarter of 1996, the Company's fiscal quarter-end financial statements indicate that the Company's Quick Ratio is greater than 1.10 to 1.00 and the Company's Leverage Ratio is less than 1.00 to 1.00, 10 then commencing upon receipt of such financial statements by the Bank and continuing until the Bank receives any subsequent financial statements indicating that either such ratio is not met, 50% of quarterly net income, with no reduction for net losses, shall be the applicable amount pursuant to clause (ii) of this Section 7.01(a), minus, (iii) 90% of the net purchase price paid by the Company to HIHC, Inc. for the Company's common stock subsequent to June 1, 1995 and prior to July 15, 1995, provided, -------- however, that such amount subtracted shall not exceed $50,000,000, plus ------- (iv) the sum of (x) 100% of the net proceeds for any capital stock issued by the Company after the fiscal quarter ended March 5, 1995 less (y) 100% of the net purchase price paid by the Company after the fiscal quarter ended March 5, 1995 for repurchases of its outstanding shares of common stock pursuant to the Company's stock option and employee stock option plans (exclusive of the Repurchase); provided, however, that if the amount -------- ------- determined pursuant to clause (y) of this clause (iv) exceeds the amount under clause (x) of this clause (iv) and such excess is greater than $5,000,000, then for purposes of this calculation only, $5,000,000 shall be subtracted from the sum of clauses (i), (ii) and (iii) of this Section 7.01(a), and provided, further, that the aggregate amount subtracted from -------- ------- the sum of clauses (i), (ii) and (iii) of this Section 7.01(a) for any calendar year shall be limited to $5,000,000. 2. Section 7.02(h) of the Term Loan Agreement is hereby amended to read in its entirety as follows: Quick Ratio. Permit the ratio of (a) the sum of Consolidated Cash and ----------- Cash Equivalents and Marketable Securities, and Consolidated Accounts Receivable net of bad debt reserves, to (b) Consolidated Current Liabilities (including, without duplication, the loans under the Credit Agreement dated as of February 10, 1995 among Measurex Corporation, Bank of America National Trust and Savings Association, as Agent, and the Other Financial Institutions parties thereto) to be 11 less than (1) 0.85 to 1.00 as of the last day of each fiscal quarter until the second fiscal quarter of 1996; (2) 0.90 to 1.00 as of the last day of each fiscal quarter beginning with the end of the second fiscal quarter of 1996 and until the second fiscal quarter of 1997; and (3) 1.00 to 1.00 on the last day of each succeeding fiscal quarter beginning with the end of the second fiscal quarter of 1997. 3. Section 7.02(k) of the Term Loan Agreement is hereby deleted in its entirety. 4. Section 7.02(j) of the Term Loan Agreement is hereby amended to read in its entirety as follows: Leverage Ratio. Permit the ratio of Consolidated Total Liabilities to -------------- Consolidated Tangible Net Worth to be greater than 1.30 to 1.00 as of the last day of each fiscal quarter until the second fiscal quarter of 1996, 1.10 to 1.00 as of the last day of each fiscal quarter beginning with the end of the second fiscal quarter of 1996 and until the second fiscal quarter of 1997, and 0.90 to 1.00 as of the last day of each succeeding fiscal quarter beginning with the end of the second fiscal quarter of 1997. 5. Exhibit E to the Term Loan Agreement is hereby deleted and replaced in its entirety with Exhibit E attached hereto. 6. The Company hereby represents and warrants to the Bank that: The Company has all requisite power and authority to execute, deliver and perform under this Amendment and no consent or approval of any third party is required as a condition to its validity. The execution, delivery and performance by the Company of this Amendment do not and will not: 12 (a) conflict with or result in any breach or contravention of, or the creation of any Lien under, any indenture, agreement, lease, instrument, contractual obligation, injunction, order, decree or undertaking to which the Company is a party; or (b) violate any requirement of law. The representations and warranties set forth in Section 5.01 of the Term Loan Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof. No Default or Event of Default under the Term Loan Agreement has occurred and is continuing. 7. Except as specifically amended by this Amendment, all terms, conditions and provisions of the Term Loan Agreement shall remain in full force and effect. 8. This Amendment may be executed in as many counterparts as may be deemed necessary or convenient, and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed an original but all such counterparts shall constitute but one and the same Amendment. 9. This Amendment shall become effective on June 21, 1995, provided that each of the following conditions has been satisfied: - -------- (a) receipt by the Bank of an original of this Amendment duly executed by the Company and acknowledged by Measurex International Corporation and Measurex Systems, Inc.; and (b) the closing of the Repurchase. 10. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 13 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their duly authorized officers as of the date first above written. MEASUREX CORPORATION By: /s/ BOB MCADAMS ________________________________ Name: Robert McAdams Title: EXVP CFO By: /s/ CHARLES VAN ORDEN ________________________________ Name: Charles Van Orden Title: Vice President, General Counsel & Secretary THE BANK OF NEW YORK By: /s/ ELIZABETH T. YING ________________________________ Name: Elizabeth T. Ying Title: Assistant Vice President ACKNOWLEDGED: MEASUREX INTERNATIONAL CORPORATION By: /s/ ROBERT MCADAMS ________________________________ Name: Robert McAdams Title: EXVP CFO MEASUREX SYSTEMS, INC. By: /s/ ROBERT MCADAMS ________________________________ Name: Robert McAdams Title: EXVP CFO 14 EXHIBIT E --------- Form of Certificate of the Chief Financial Officer Reference is made to that certain Term Loan Agreement dated as of May 21, 1993 (as amended, supplemented or otherwise modified from time to time, the "Agreement") by and between Measurex Corporation, a Delaware corporation (the "Company") and The Bank of New York (the "Bank"). Unless otherwise defined herein, capitalized terms used herein shall have the same meanings ascribed thereto in the Agreement. This certificate is delivered in accordance with Section 7.01(b) of the Agreement for the period ended _____________, 199___ (the "Relevant Period"). Section 7.01(a) Consolidated Tangible Net Worth - ------------------------------------------------------- A. Total Assets ----------- Less: Intangible assets (net) ----------- Less: Total Liabilities ----------- = Consolidated Tangible Net Worth - Actual ----------- B. $137,000,000 Plus: C. 75% of quarterly net income, commencing with the fiscal quarter ending subsequent to the fiscal quarter ended 3/5/95 (not reduced by any quarterly loss) through the first fiscal quarter of 1996 and 65% of quarterly net income (not reduced by any quarterly loss) commencing with the second fiscal quarter of 1996, except that commencing with the second fiscal quarter of 1996 and for so long as the Company's Quick Ratio is greater than 1.10 to 1.00 and the Company's Leverage Ratio is less than 1.00 to 1.00, then 50% of quarterly net income (not reduced by any quarterly loss) $_______________. ----------- Minus: D. 90% of the net purchase price for repurchases of Company's outstanding shares of common stock from HIHC, Inc. subsequent to 6/1/95 and prior to 7/15/95; provided that the amount subtracted pursuant to this clause D shall not exceed $50,000,000 ----------- Plus:
15 E. (1) 100% of net proceeds arising from the sale of capital stock occurring after the fiscal quarter ended 3/5/95 --------------- Less: (2) 100% of the net purchase price paid by the Company after the fiscal quarter ended 3/5/95 for repurchases of capital stock pursuant to stock option plans (exclusive of the Repurchase) --------------- provided, however, that if the amount in (2) -------- ------- exceeds the amount in (1) by more than $5,000,000, then $5,000,000 is subtracted from the sum of clauses B, C and D and provided, further, that the -------- ------- aggregate amount subtracted from the sum of clauses B, C and D for any calendar year shall be limited to $5,000,000 --------------- = Minimum Consolidated Tangible Net Worth --------------- Section 7.02(h) Quick Ratio - --------------------------- A. Consolidated Cash and Cash Equivalents and Marketable Securities Plus: Consolidated Accounts Receivable Net of Bad Debt Resrves --------------- = Consolidated Cash and Cash Equivalents and Marketable Securities and Consolidated Accounts Receivable --------------- B. Consolidated Current Liabilities and outstanding Loans under the Credit Agreement dated as of February 10, 1995 among the Company, Bank of America National Trust and Savings Association, as Agent, and the Other Financial Institutions parties thereto --------------- Quick Ratio (A/B) - Actual --------------- Minimum Quick Ratio Until second fiscal 1996 quarter: Not less than 0.85 to 1.00 Beginning second fiscal 1996 quarter, until second 0.90 to 1.00 fiscal 1997 quarter: Not less than Beginning second fiscal 1997 quarter, and 1.00 to 1.00 thereafter: Not less than
16 Section 7.02(i) Profitability Test - ---------------------------------- A. Net operating profit on a consolidated basis for fiscal quarter just ended in fiscal year ______ --------------- Company not to incur, on a consolidated basis, more than one quarterly loss on a net operating basis for any fiscal year and such loss shall not exceed $5,000,000 --------------- B. Net profit on after tax basis for fiscal quarter just ended in fiscal year _____ --------------- Company not to incur, on a consolidated basis, more than one quarterly loss on a net after tax basis for any fiscal year, on a consolidated basis, and such loss shall not exceed $5,000,000 --------------- Section 7.02(j) Leverage Ratio - ------------------------------ A. Consolidated Total Liabilities --------------- B. Consolidated Tangible Net Worth --------------- Leverage Ratio (A/B) - Actual --------------- Maximum Leverage Ratio until second fiscal quarter 1996 1.30 to 1.00 Maximum Leverage Ratio from second fiscal quarter 1996 1.10 to 1.00 until second fiscal quarter 1997 Maximum Leverage Ratio after the start of second fiscal .90 to 1.00 quarter 1997
I am the duly elected, qualified and acting Chief Financial Officer of the Company. I have reviewed the terms of the Agreement and have made, or caused to be made, under my supervision, a review in reasonable detail of the transactions and condition of the Company and its Subsidiaries during the Relevant Period covered by the financial statements attached hereto. Such review did not disclose the existence during or at the end of the Relevant Period (as applicable), and I have no knowledge of the existence as of the date of this certificate, of any condition or event which constitutes a Default or an Event of Default. MEASUREX CORPORATION By: _______________________________ Name: Title: Chief Financial Officer Dated: ____________________, 199___ 17 EXECUTION COPY FOURTH AMENDMENT TO CREDIT AGREEMENT ------------------------------------ THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Fourth Amendment") dated as of this 21st day of June, 1995, by and between ABN AMRO BANK N.V. SAN ---------------------- FRANCISCO INTERNATIONAL BRANCH AND/OR CAYMAN ISLANDS BRANCH ("Bank") and - ----------------------------------------------------------- MEASUREX CORPORATION, a Delaware corporation ("Company"), - -------------------- W I T N E S S E T H: WHEREAS, the parties hereto entered into that certain Credit Agreement, dated July 22, 1993, as amended by a First Amendment to Credit Agreement dated as of July 8, 1994, a Second Amendment to Credit Agreement dated as of December 29, 1994 and a Third Amendment to Credit Agreement dated as of February 10, 1995 (as so amended, the "Credit Agreement"), pursuant to which Bank agreed to provide certain credit facilities to Company; WHEREAS, Company has requested Bank to amend the Credit Agreement in certain respects; and WHEREAS, Bank has agreed to such an amendment upon the terms and subject to the conditions set forth herein: NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable considerations, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. All capitalized terms used herein and not otherwise ----------- defined herein shall have the meanings given to such terms in the Credit Agreement. 2. Amendment. The Credit Agreement shall be and hereby is amended as --------- follows: (a) Section 1.1 is amended by changing the definition of "Termination Date" set forth therein to read in its entirety as follows: "Termination Date" shall mean July 19, 1996. ---------------- 18 (b) Section 1.1 is further amended by adding thereto, in the appropriate alphabetical order, new definitions of "Leverage Ratio" and "Quick Ratio" to read in their entirety as follows: "Leverage Ratio" shall mean, at any date of determination, the -------------- ratio (calculated on a consolidated basis) of the total liabilities of the Company to the Tangible Net Worth of the Company. "Quick Ratio" shall have the meaning set forth in Section 6.3 ----------- hereof. (c) Section 6.3 is amended to read in its entirety as follows: Section 6.3 Quick Ratio. At the end of each fiscal quarter of ----------- the Company, the Company shall not permit on a consolidated basis the ratio of (a) the sum of cash, cash equivalents, short-term marketable investments (each as determined in accordance with GAAP), and receivables net of bad debt reserves maintained in accordance with GAAP, to (b) all amounts which would, in accordance with GAAP, be included under current liabilities on a consolidated balance sheet of the Company and its Subsidiaries and the outstanding amount of any Syndicated Loans not included under current liabilities (the "Quick Ratio"), to be less than (1) 0.85 to 1.00 as of the end of each fiscal quarter of the Company until the Company's second fiscal quarter in 1996; (2) 0.90 to 1.00 beginning with the end of the Company's second fiscal quarter in 1996 and until the Company's second fiscal quarter in 1997; and (3) 1.00 to 1.00 beginning with the end of the Company's second fiscal quarter in 1997 and thereafter." (As used in this Section 6.3, "Syndicated Loans" shall mean all loans outstanding under the Credit Agreement dated as of February 10, 1995 among the Company, the financial institutions from time to time parties to such agreement, and Bank of America National Trust and Savings Association, as agent for such financial institutions, as such agreement is amended, modified or replaced from time to time.) 19 (d) Section 6.7 is amended to read in its entirety as follows: Section 6.7 Tangible Net Worth. At the end of each fiscal ------------------ quarter of the Company, the Company shall not permit on a consolidated basis the Tangible Net Worth for the Company to be less than the sum of (a) $137,000,000, plus (b) 75% of quarterly net income for the ---- Company for each fiscal quarter ending subsequent to the fiscal quarter ended March 5, 1995 through the first fiscal quarter of 1996, with no reduction for net losses, and 65% of quarterly net income for the Company for each fiscal quarter ending subsequent to the first fiscal quarter of 1996, with no reduction for net losses, provided, -------- however, that if at the end of any fiscal quarter of the Company ------- ending subsequent to the first fiscal quarter of 1996, the Company's fiscal quarter end financial statements indicate that the Company's Quick Ratio is greater than 1.10 to 1.00 and the Company's Leverage Ratio is less than 1.00 to 1.00, then commencing upon receipt by the Bank of such financial statements and continuing until the Bank receives any subsequent financial statements indicating that either such ratio is not met, 50% of quarterly net income for the Company, with no reduction for net losses, shall be the applicable amount pursuant to this clause (b) of this Section 6.7, minus (c) 90% of the ----- net purchase price paid by the Company for repurchases of its outstanding shares of common stock from HIHC, Inc. subsequent to June 1, 1995 and through July 15, 1995, provided, however, that the amount -------- ------- subtracted pursuant to this clause (c) shall not exceed a total amount of $50,000,000, plus (d) the sum of (1) 100% of the net proceeds for ---- any capital stock issued by the Company after the fiscal quarter ended March 5, 1995 less (2) 100% of the net purchase price paid by the Company after the fiscal quarter ended March 5, 1995 for repurchases of its outstanding shares of common stock (other than repurchases pursuant to clause (c) of this Section 6.7) pursuant to the Company's stock option and employee stock option plans, provided, however, that -------- ------- if the amount determined pursuant to clause (2) of this clause (d) exceeds the amount under 20 clause (1) of this clause (d) and such excess is greater than $5,000,000, then for purposes of this calculation, $5,000,000 shall be subtracted from the sum of clauses (a), (b) and (c) of this Section 6.7; and provided, further, that the aggregate amount subtracted from -------- ------- the sum of clauses (a), (b) and (c) for any calendar year shall be limited to $5,000,000. 3. Ratification of Credit Agreement. Except as amended or waived hereby, -------------------------------- all of the provisions set forth in the Credit Agreement remain in full force and effect. From and after the date hereof, any reference in the Credit Agreement to "this Agreement" shall mean the Credit Agreement as amended by this Fourth Amendment. 5. Severability. If any provision of this Fourth Amendment shall be held ------------ to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 6. Governing Law. This Fourth Amendment shall be governed by and ------------- construed in accordance with the internal laws of the State of California. 7. Counterparts. This Fourth Amendment may be executed in any number of ------------ counterparts, all of which together shall constitute a single instrument, and it shall not be necessary that any counterpart be signed by all the parties hereto. 8. Headings. The headings hereof are for convenience only and are not -------- intended to affect the meaning or interpretation of this Fourth Amendment. 9. Benefit of Agreement. This Fourth Amendment shall inure to the -------------------- benefit of, and be enforceable by Bank, Company, and their respective successors and assigns. IN WITNESS WHEREOF, the undersigned have caused this Fourth Amendment to Credit Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. 21 MEASUREX CORPORATION By /s/ ROBERT MCADAMS Name: Robert McAdams -------------------------------- Title: Executive VP & CFO -------------------------------- By /s/ CHARLES VAN ORDEN Name: Charles Van Orden --------------------------------- Title: Vice President & General Counsel --------------------------------- Secretary --------------------------------- ABN AMRO BANK N.V. By /s/ INGA C. LAPSINS Name: Inga C. Lapsins -------------------------------- Title: Corporate Banking Officer -------------------------------- By /s/ ROBERT N. HARTINGER Name: Robert N. Hartinger -------------------------------- Title: Group Vice President -------------------------------- 22 EX-11.0 3 COMPUTATION OF EARNINGS EXHIBIT 11.0 MEASUREX CORPORATION COMPUTATION OF NET INCOME PER SHARE (Unaudited) _________________________________________________ (Dollar amounts in thousands except per share data)
Three Months Ended Six Months Ended ------------------- ---------------- June 4, May 29, June 4, May 29, 1995 1994 1995 1994 -------- -------- ------- ------- Primary: Average shares outstanding 16,621 17,918 16,736 17,902 Net effect of dilutive stock options based on the treasury stock method using average market price 678 122 579 193 ------- ------- ------- ------- Average common and common equivalent shares outstanding 17,299 18,040 17,315 18,095 ======= ======= ======= ======= Income before cumulative effect of accounting change $ 5,224 $ 1,778 $ 8,705 $ 3,966 ======= ======= ======= ======= Net income $ 5,224 $ 1,778 $ 8,705 $ 4,490 ======= ======= ======= ======= Income per share before cumulative effect of accounting change $ .30 $ .10 $ .50 $ .22 ======= ======= ======= ======= Net income per share $ .30 $ .10 $ .50 $ .25 ======= ======= ======= ======= Fully diluted: (Note A) Average shares outstanding 16,620 17,918 16,639 17,902 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 739 122 760 199 ------- ------- ------- ------- Average common and common equivalent shares outstanding 17,359 18,040 17,399 18,101 ======= ======= ======= ======= Income before cumulative effect of accounting change $ 5,224 $ 1,778 $ 8,705 $ 3,966 ======= ======= ======= ======= Net Income $ 5,224 $ 1,778 $ 8,705 $ 4,490 ======= ======= ======= ======= Income per share before cumulative effect of accounting change $ .30 $ .10 $ .50 $ .22 ======= ======= ======= ======= Net income per share $ .30 $ .10 $ .50 $ .25 ======= ======= ======= =======
________________________________________________________________________________ Note A: Fully diluted earnings per share have been calculated in accordance with Accounting Principles Board Opinion No. 15, "Earnings Per Share". 14 EX-27 4 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED CONDENSED BALANCE SHEETS AT JUNE 4, 1995, 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 6-MOS DEC-04-1995 JUN-04-1995 64,321 6,271 83,001 (6,498) 30,612 190,057 118,336 (68,944) 308,900 93,481 0 190 0 0 187,813 308,900 150,422 150,422 94,048 139,249 0 0 1,311 13,187 4,482 8,705 0 0 0 8,705 .50 .50
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