-----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, Kxm6cfPeJcDBnK16z/W+zlAdd+unEwYYHqi8C159i7UZUg9r7Gl5yzeGT6EzmvUC Zbf6YRhKi9elAQCg/TsVWg== 0000898430-96-000713.txt : 19960301 0000898430-96-000713.hdr.sgml : 19960301 ACCESSION NUMBER: 0000898430-96-000713 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960110 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960229 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: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08770 FILM NUMBER: 96528930 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 8-K/A 1 FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JANUARY 10, 1996 -------------------------------- MEASUREX CORPORATION - -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 1-8770 94-165697 - ------------------------------ -------------------- ------------------------- (STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER OF INCORPORATION) FILE NUMBER) 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 OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.) This amendment to Form 8K is filed by Measurex Corporation (the "Company") to amend Form 8K filed by the Company on January 25, 1996 in order to include certain financial statements and pro forma financial information required by Items 7(a) and (b) of this Form. The January 25, 1996 filing described a merger ("Merger") of a wholly owned subsidiary of the Company with and into Data Measurement Corporation of Gaithersburg, Maryland. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS - ------- ------------------------------------------------------------------ Item 7 is hereby amended and restated in its entirety to read as follows: (A) FINANCIAL STATEMENTS OF DATA MEASUREMENT CORPORATION 1. The information under the heading "Financial Statements and Supplementary Data," which appears on pages 18 to 40 of Amended Form 10K filed with the SEC by Data Measurement Corporation on November 15, 1995 for the year ended December 31, 1994, is incorporated by reference in this Form 8K/A. 2. The information contained in Form 10Q filed with the SEC by Data Measurement Corporation on November 15, 1995, for the period ended September 30, 1995 is incorporated by reference in this Form 8K/A. (B) UNAUDITED PRO FORMA FINANCIAL INFORMATION The following listed pro forma financial information for the Merger is attached hereto and incorporated herein by reference: Description Attachment ------------- ---------- 1. Introductory Paragraph F-1 2. Pro Forma Combined Balance Sheet as of September 3, 1995 F-2 3. Pro Forma Combined Statement of Income for the Year Ended November 27, 1994 F-3 4. Pro Form Combined Statement of Income for the Nine Months Ended September 3, 1995 F-4 5. Notes to Pro Forma Combined Financial Statements F-5 -- F-6 (C) EXHIBITS * 2.1 Amended and Restated Agreement and Plan of Reorganization dated as of September 16, 1995 among the Company, Data Measurement Corporation and MX Acquisition Company. 99.1 Deloitte and Touche LLP manually signed opinion on their audits of Data Measurement Corporation for each of the three fiscal years in the period ended December 31, 1994. * Previously Filed. SIGNATURE 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 By: /s/ Robert McAdams, Jr. --------------------------------------------- Name: Robert McAdams, Jr. Title: Executive Vice President, Finance and Information Services and Chief Financial Officer Dated: February 29, 1996 MEASUREX CORPORATION AND DATA MEASUREMENT CORPORATION PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED) The unaudited pro forma combined balance sheet as of September 3, 1995 gives effect to the acquisition of Data Measurement Corporation as if the acquisition had occurred on September 3, 1995. The pro forma combined balance sheet is based on the consolidated balance sheet of Measurex Corporation as of September 3, 1995 and on the consolidated balance sheet of Data Measurement Corporation as of September 30, 1995. The unaudited pro forma combined statements of income for the year ended November 27, 1994 and the nine months ended September 3, 1995 give effect to the transaction as though it had occurred on November 29, 1993. The pro forma combined statements of income are based on the historical statements of income of Measurex Corporation for the year ended November 27, 1994 and for the nine months ended September 3, 1995 and the historical statements of operations of Data Measurement Corporation for the year ended December 31, 1994 and for the nine months ended September 30, 1995. The unaudited pro forma combined financial statements give effect to the acquisition transaction using the purchase method of accounting and the assumptions and adjustments described in the accompanying notes to the pro forma combined financial statements. The pro forma statements may not be indicative of the results that would have occurred if the combination had been in effect on the dates indicated or which may be obtained in the future. The pro forma statements should be read in conjunction with the consolidated financial statements of Measurex Corporation and the consolidated financial statements of Data Measurement Corporation. F-1 MEASUREX CORPORATION PRO FORMA COMBINED BALANCE SHEET SEPTEMBER 3, 1995 (Unaudited - dollar amounts in thousands)
Data Pro Forma Measurex Measurement Adjustments Pro Forma Corporation Corporation Amount Key Combined ----------- ----------- ------ ---- -------- ASSETS Current assets: Cash and cash equivalents $45,958 $1,440 $47,398 Short-term investments 1,402 1,402 Accounts receivable 84,155 8,425 (225) 1. 92,355 Inventories 32,070 12,402 (3,399) 2. 41,073 Prepaid expenses and other 13,260 625 1,897 3. 15,782 ----------- ----------- ------- ---- -------- Total current assets 176,845 22,892 (1,727) 198,010 ----------- ----------- ------- ---- -------- Contracts receivable 37,103 (22,000) 4. 15,103 Service parts, net 12,726 12,726 Property, plant and equipment, net 48,918 1,150 50,068 Other assets 19,690 430 24,436 5. 44,556 ----------- ---------- ------- ---- -------- Total assets $295,282 $24,472 $709 $320,463 =========== ========== ======= ==== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $4,429 $618 $5,047 Short-term debt 2,549 2,549 Accounts payable 7,214 3,000 10,214 Accrued expenses 76,507 3,792 1,557 6. 81,856 Income taxes payable 5,724 204 5,928 ----------- ---------- ------- ---- -------- Total current liabilities 93,874 10,163 1,557 105,594 ----------- ---------- ------- ---- -------- Long-term debt 39,754 3,272 9,911 7. 52,937 Deferred income taxes 6,127 278 6,405 ----------- ---------- ------- ---- -------- Total liabilities 139,755 13,713 11,468 164,936 ----------- ---------- ------- ---- -------- Shareholders' equity 155,527 10,759 (10,759) 8. 155,527 ----------- ---------- ------- ---- -------- Total liabilities and shareholders' equity $295,282 $24,472 $709 $320,463 =========== ========== ======= ==== ========
The accompanying notes are an integral part of these financial statements F-2 MEASUREX CORPORATION PRO FORMA COMBINED STATEMENT OF INCOME YEAR ENDED NOVEMBER 27, 1994 (Unaudited) (Dollar amounts in thousands except per share data)
Data Pro Forma Measurex Measurement Adjustments Pro Forma Corporation Corporation Amount Key Combined ----------- ----------- ------ ---- -------- Revenues $259,979 $24,206 $439 A. $284,624 ----------- ----------- ------ ---- -------- Operating costs and expenses: Cost of revenue 165,365 17,911 1,061 B. 184,337 Product development 19,992 293 20,285 Selling and administrative 63,441 4,559 998 C. 68,998 Exit and restructuring costs 6,381 6,381 ----------- ----------- ------ ---- -------- Total operating costs and expenses 255,179 22,763 2,059 280,001 ----------- ----------- ------ ---- -------- Earnings from operations 4,800 1,443 (1,620) 4,623 ----------- ----------- ------ ---- -------- Other income (expense): Interest expense (1,335) (410) (672) D. (2,417) Interest income and other, net 5,687 (19) (1,650) E. 4,018 ----------- ----------- ------ ---- -------- Total other income, net 4,352 (429) (2,322) 1,601 ----------- ----------- ------ ---- -------- Income before income taxes, extraordinary item and cumulative effect of accounting change 9,152 1,014 (3,942) 6,224 Provision for income taxes 3,569 194 (1,119) F. 2,644 ----------- ----------- ------ ---- -------- Income before extraordinary item and cumulative effect of accounting change 5,583 820 (2,823) 3,580 Extraordinary item - gain on extinguishment of debt 4,012 4,012 ----------- ----------- ------ ---- -------- Income before cumulative effect of accounting change 5,583 4,832 (2,823) 7,592 Cumulative effect of accounting change 524 524 ----------- ----------- ------ ---- -------- Net income $6,107 $4,832 ($2,823) $8,116 =========== =========== ======= ==== ======== Net income per share: Income before extraordinary item and cumulative effect of accounting change $0.31 $0.60 $0.20 Extraordinary item 2.93 0.22 Cumulative effect of accounting change $0.03 0.03 ----------- ----------- ------- ---- -------- Net income per share $0.34 $3.53 $0.45 =========== =========== ======= ==== ======== Average number of common and common equivalent shares (in thousands) 18,189 1,372 18,189 =========== =========== ======= ==== ========
The accompanying notes are an integral part of these financial statements F-3 MEASUREX CORPORATION PRO FORMA COMBINED STATEMENT OF INCOME NINE MONTHS ENDED SEPTEMBER 3, 1995 (Unaudited) (Dollar amounts in thousands except per share data)
Data Pro Forma Measurex Measurement Adjustments Pro Forma Corporation Corporation Amount Key Combined ----------- ----------- ------ ---- --------- Revenues $242,065 $23,999 $286 A. $266,350 ----------- ----------- ------ ---- --------- Operating costs and expenses: Cost of revenue 149,132 17,084 787 B. 167,003 Product development 14,056 284 14,340 Selling and administrative 55,717 4,210 748 C. 60,675 ----------- ----------- ------ ---- --------- Total operating costs and expenses 218,905 21,578 1,535 242,018 ----------- ----------- ------ ---- --------- Earnings from operations 23,160 2,421 (1,249) 24,332 ----------- ----------- ------ ---- --------- Other income (expense): Interest expense (2,167) (462) (504) D. (3,133) Interest income and other, net 5,053 49 (1,238) E. 3,864 ----------- ----------- ------ ---- --------- Total other income, net 2,886 (413) (1,742) 731 ----------- ----------- ------ ---- --------- Income before income taxes 26,046 2,008 (2,991) 25,063 Provision for income taxes 8,856 628 (778) F. 8,706 ----------- ----------- ------ ---- --------- Net income $17,190 $1,380 ($2,213) $16,357 =========== =========== ======= ==== ========= Net income per share $1.01 $0.95 $0.96 Average number of common and common equivalent shares (in thousands) 17,015 1,461 17,015 =========== =========== ======= ==== =========
The accompanying notes are an integral part of these financial statements F-4 MEASUREX CORPORATION NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED -IN THOUSANDS) The following adjustments are incorporated in the pro forma combined balance sheet as of September 3, 1995: 1. Conform revenue recognition policies ($225) -------- ($225) -------- 2. Conform service inventory amortization policies and increase reserves for excess and obsolete inventory ($3,640) Conform revenue recognition policies (34) Conform inventory capitalization policies (255) Step-up inventory values 530 -------- ($3,399) -------- 3. Capitalize in process research and development $ 146 Record deferred taxes relating to these adjustments and to disqualifying dispositions 1,751 -------- $ 1,897 -------- 4. Record portion of purchase price financed by sale of contracts receivable ($22,000) -------- 5. Record goodwill $23,911 Write off previously recorded goodwill (375) Record fair value of patents aquired 900 -------- $24,436 -------- 6. Conform revenue recognition policies $ 435 Accrue legal fees 250 Record exit costs 872 -------- $ 1,557 -------- 7. Record portion of purchase price financed through additional debt $ 9,647 Adjust FDIC debt to fair market value 640 Record conversion of debentures (376) -------- $ 9,911 -------- 8. Eliminate Data Measurement Corporation's shareholders' equity ($10,759) -------- F-5 MEASUREX CORPORATION NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED -IN THOUSANDS) The following adjustments are incorporated in the pro forma combined statements of income:
Nine Months Year Ended Ended November 27, September 3, 1994 1995 ------------ ------------ A. Conform revenue recognition policies $439 $286 ------------ ------------ B. Conform service parts amortization policies $400 $300 Conform revenue recognition policies 661 487 ------------ ------------ $1,061 $787 ------------ ------------ C. Adjust amortization to reflect increase in patents to fair value and amoritization of goodwill over a 25 year period $998 $748 ------------ ----------- D. Additional interest expense to reflect additional borrowings at 7.0% per annum ($672) ($504) ----------- ------------ E. Reduce interest income to reflect sale of contracts receivable at 7.5% per annum ($1,650) ($1,238) ----------- ------------ F. Record income tax benefit for the above adjustments ($1,119) ($778) ----------- ------------
F-6 INDEX TO EXHIBITS EXHIBIT NUMBER DOCUMENT - ------- ---------------------------------------- 2.1 * Amended and Restated Agreement and Plan of Reorganization dated as of September 16, 1995 among the Company, Data Measurement Corporation and MX 99.1 Acquisition Company. Deloite and Touche LLP manually signed opinion on their audits of Data Measurement Corporation for each of the three fiscal years in the period ended December 31, 1994. * Previously Filed. EX-99.1 2 INDEPENDENT AUDITORS' REPORT EXHIBIT 99.1 INDEPENDENT AUDITORS' REPORT To the Board of Directors and Stockholders of Data Measurement Corporation Gaithersburg, Maryland We have audited the accompanying consolidated balance sheets of Data Measurement Corporation and subsidiaries as of December 31, 1994 and 1993, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 1994. These financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of DMC (U.K.) Limited (a consolidated subsidiary), which statements reflect total assets constituting 20% and 18% of consolidated total assets as of December 31, 1994 and 1993, respectively, and total revenues constituting 19%, 11% and 14% of consolidated total revenues for the years ended December 31, 1994, 1993, and 1992, respectively. Such financial statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for DMC (U.K.) Limited, is based solely on the report of such other auditors. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the report of other auditors provide a reasonable basis for our opinion. In our opinion, based on our audits and the report of other auditors, such consolidated financial statements present fairly, in all material respects, the financial position of Data Measurement Corporation and subsidiaries as of December 31, 1994 and 1993, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles. /s/Deloitte & Touche - ---------------------- Washington, D.C. March 1, 1995 -----END PRIVACY-ENHANCED MESSAGE-----