-----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, MqLjIIBnAGK43eIwwZgqsIzkcaMyYY4U410PY6iosnhzMiWDQlMAB62pZPpAJvld at3X8GH/4xqsMUE9RMnqKw== 0000898430-96-004763.txt : 19961015 0000898430-96-004763.hdr.sgml : 19961015 ACCESSION NUMBER: 0000898430-96-004763 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960901 FILED AS OF DATE: 19961011 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: 96642703 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 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 September 1, 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 September 1, 1996: 16,022,332 (1) Excludes common stock held in treasury. This document contains 13 pages, with the Exhibit Index located on pages 1 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 Nine Months Ended ----------------------------- ----------------------------- September 1, September 3, September 1, September 3, 1996 1995 1996 1995 - ---------------------------------------------------------------------------------------------------------- Revenues: Systems $67,752 $62,016 $201,458 $157,632 Service and other 31,782 29,627 94,287 84,433 ------- ------- -------- -------- Total revenues 99,534 91,643 295,745 242,065 ------- ------- -------- -------- Operating costs and expenses: Systems 39,724 36,707 119,138 96,104 Service and other 19,969 18,377 58,394 53,028 Product development 4,971 4,749 15,479 14,056 Selling and administrative 21,448 19,823 63,251 55,717 ------- ------- -------- -------- Total operating costs and expenses 86,112 79,656 256,262 218,905 ------- ------- -------- -------- Earnings from operations 13,422 11,987 39,483 23,160 ------- ------- -------- -------- Other income (expense): Interest expense (734) (856) (1,916) (2,167) Interest income and other, net 952 1,728 2,931 5,053 ------- ------- -------- -------- Total other income, net 218 872 1,015 2,886 ------- ------- -------- -------- Income before income taxes 13,640 12,859 40,498 26,046 Provision for income taxes 4,639 4,374 13,771 8,856 ------- ------- -------- -------- Net income $ 9,001 $ 8,485 $ 26,727 $ 17,190 ======= ======= ======== ======== Net income per share $ .55 $ .51 $ 1.63 $ 1.01 ======= ======= ======== ======== Dividends per share $ .11 $ .11 $ .33 $ .33 ======= ======= ======== ======== Average number of common and common equivalent shares (in thousands) 16,486 16,625 16,438 17,015 ======= ======= ======== ========
The accompanying notes are an integral part of the consolidated condensed financial statements. 2 MEASUREX CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (Dollar amounts in thousands)
September 1, December 3, 1996 1995 - -------------------------------------------------------------------------------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 28,269 $ 62,924 Short-term investments 104 1,138 Accounts receivable 101,434 76,702 Inventories 46,620 33,349 Prepaid expenses and other 16,626 13,574 -------- -------- Total current assets 193,053 187,687 Contracts receivable 19,776 16,208 Service parts 14,876 13,773 Property, plant and equipment, net 50,746 49,752 Other assets 50,569 19,285 -------- -------- Total assets $329,020 $286,705 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 4,515 $ 4,458 Accounts payable 8,953 8,004 Accrued expenses 82,839 77,326 Income taxes payable 6,869 8,590 -------- -------- Total current liabilities 103,176 98,378 Long-term debt 25,506 15,348 Deferred income taxes 6,727 6,934 -------- -------- Total liabilities 135,409 120,660 Shareholders' equity 193,611 166,045 -------- -------- Total liabilities and shareholders' equity $329,020 $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)
Nine Months Ended ------------------------------- September 1, September 3, 1996 1995 - ----------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net cash provided by operating activities $ 4,375 $ 5,648 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of held-to-maturity securities - (3,202) Sale of available-for-sale securities - 11,255 Maturities of held-to-maturity securities 1,034 17,522 Acquisition of property, plant and equipment (7,927) (5,836) Business acquisitions, net of cash acquired (34,205) (3,380) Capitalized software (3,445) (1,349) -------- -------- Net cash (used) provided by investing activities (44,543) 15,010 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Payment of short-term debt (1,725) (4,063) Additions to long-term debt 57,177 47,117 Payment of long-term debt (51,660) (20,275) Dividends (5,242) (5,269) Stock issued under employee stock purchase and stock option plans 6,666 22,745 Payment for treasury stock - (97,271) -------- -------- Net cash provided (used) in financing activities 5,216 (57,016) -------- -------- Effect of exchange rate fluctuations on cash and cash equivalents 297 62 -------- -------- Net decrease in cash and cash equivalents (34,655) (36,296) Cash and cash equivalents at beginning of period 62,924 82,254 -------- -------- Cash and cash equivalents at end of period $ 28,269 $ 45,958 ======== ======== SUPPLEMENTAL DISCLOSURES 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 (September 1, 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 of 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) (September 1, 1996 - Unaudited) ------------------------------------------------------
NOTE 2. ACCOUNTS RECEIVABLE Accounts receivable consist of the following: (in thousands) September 1 December 3, 1996 1995 --------- --------- Accounts receivable $ 95,364 $ 72,588 Contracts receivable, current portion 10,134 7,332 Less: Allowance for noncollection and system returns (4,064) (3,218) --------- --------- $ 101,434 $ 76,702 ========= ========= - --------------------------------------------------------------------------------------------- NOTE 3. INVENTORIES Inventories consist of the following: (in thousands) September 1, December 3, 1996 1995 --------- --------- Purchased parts and components $ 22,036 $ 14,579 Work-in-process 17,797 12,843 Finished subassemblies and systems 6,787 5,927 --------- --------- $ 46,620 $ 33,349 ========= ========= - --------------------------------------------------------------------------------------------- NOTE 4. OTHER ASSETS Other assets, net of amortization, consist of the following: (in thousands) September 1, December 3, 1996 1995 --------- --------- Goodwill $ 37,183 $ 9,828 Capitalized software 7,207 4,681 Other 6,179 4,776 --------- --------- $ 50,569 $ 19,285 ========= =========
The increase in goodwill is attributable to the acquisition of Data Measurement Corporation (DMC) and the Measurement Systems Business Unit of Loral Fairchild Corp.'s Loral Control Systems Division. ________________________________________________________________________________ 6 MEASUREX CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS, (Continued) (September 1 1996 - Unaudited) _______________________________________________
NOTE 5. FINANCIAL INSTRUMENTS Debt consists of the following: (in thousands) September 1, December 3, 1996 1995 --------- --------- Bank credit agreements $ 20,550 $ 6,907 Term loan 8,000 11,000 Other borrowings 1,471 1,899 --------- --------- 30,021 19,806 Less: Amounts due within one year (4,515) (4,458) --------- --------- $ 25,506 $ 15,348 ========= =========
The increase in debt is attributable to the acquisition of Data Measurement Corporation and the Measurement Systems Business Unit of Loral Fairchild Corp.'s Loral Control Systems Division. ________________________________________________________________________________ NOTE 6. COMMITMENTS AND CONTINGENCIES - -------------------------------------- The Company from time to time receives claims from third parties in the normal course of business. In the opinion of management, the current claims pending against the Company will not have a material adverse affect on the financial position or results of operations of the Company. ________________________________________________________________________________ 7 MEASUREX CORPORATION Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF - -------------------------------------------------------------------------- OPERATIONS - ---------- RESULTS OF OPERATIONS - ---------------------- The following discussion and analysis contains forward looking statements, which are subject to the risk factors set forth at the end of this item. System orders in the third quarter of 1996 were $74 million, which represented a 28% increase from the $58 million booked in the third quarter of 1995 mainly due to record order levels in Japan and Europe. For the first nine months of 1996, orders were $205 million, including $26 million for Data Measurement Corporation (DMC), compared to the 1995 nine month total of $188 million. In the third quarter of 1996, orders for the Industrial Systems Division, including $9.0 million for DMC, were $16 million, compared to $8 million in the third quarter of 1995. Orders for the Paper Industry were $58 million compared with $50 million in the third quarter of 1995, and $51 million in the second quarter of 1996. The industry and geographic breakdown of orders is as follows:
Three Months Ended Nine Months Ended --------------------------- --------------------------- (amounts in millions) (amounts in millions) --------------------------- --------------------------- September 1, September 3, September 1, September 3, 1996 1995 1996 1995 ------------ ------------ ------------ ------------ United States $ 22.0 $ 21.0 $ 65.0 $ 74.0 Europe 23.0 16.0 63.0 55.0 Rest of World 29.0 21.0 77.0 59.0 --------- -------- ------- ------- Total $ 74.0 $ 58.0 $ 205.0 $ 188.0 --------- -------- ------- ------- Paper Systems $ 58.0 $ 50.0 $ 151.0 $ 163.0 Industrial Systems 16.0 8.0 54.0 25.0 --------- -------- ------- ------- Total $ 74.0 $ 58.0 $ 205.0 $ 188.0 --------- -------- ------- -------
System backlog at the end of the third quarter of 1996 was $163 million, up 31% from $124 million at the end of the third quarter of 1995, and up from $157 million at the end of the second quarter 1996. In excess of 90% of the $163 million backlog is scheduled to be shipped during the next 12 months. The ending backlog includes $28 million relating to DMC. System revenue was $67.8 million in the third quarter of 1996, a 9% increase from $62.0 million in the third quarter of 1995 resulting primarily from the DMC acquisition. DMC added $5.8 million to the third quarter revenue and $15.8 million to the first nine months of 1996. System revenues increased 28% to $201.5 million for the first nine months of 1996, due to the acquisition of DMC and increased system shipments in response to high orders and backlog at the beginning of the year. Service and other revenue increased 7% for the third quarter of 1996, and 12% for the first nine months of 1996 compared to the same periods in 1995. Growth in the installed base of systems, spare parts sales and service revenue associated with DMC accounted for the increase. System margins for the third quarter of 1996 remained level with the third quarter of 1995 at 41% and increased from 40% in the second quarter of 1996. In the third quarter of 1996, system margins excluding DMC improved to 43%. Service and other margins for the third quarter of 1996 were 37% compared to 38% in the third quarter of 1995 and 39% in the second quarter of 1996. The decrease of service margins is due to lower sales of field spares which have a higher margin. Product development expense increased by 5% and 10% respectively in the third quarter and the first nine months of 1996 compared to the same periods in 1995. To maintain its competitive position in the industry, the Company continues its investments in new products. 8 MEASUREX CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF - -------------------------------------------------------------------------- OPERATIONS (CONT.) - ------------------ RESULTS OF OPERATIONS (CONT) - ---------------------------- Selling and administrative expense in the third quarter and in the first nine months of 1996 were 8% and 14%, higher respectively, compared to the same periods in 1995, although they were lower as a percentage of revenue. The increase is mainly due to the inclusion of DMC, additional sales commissions associated with higher revenue and increases in the sales headcount to achieve better coverage of the market. As a result of these changes, earnings from operations for the third quarter of 1996 increased 12% to $13.4 million from $12.0 million in the third quarter of 1995 and increased by 70% for the first nine months of 1996. Interest expense decreased in the third quarter and the first nine months of 1996 as a result of lower debt levels. Interest income was down by 45% for the third quarter and 42% for the first nine months of 1996, compared to the same periods in 1995. The decrease is due to lower cash balances during the period and the securitization of certain contracts receivable with a financial institution at the end of fiscal year 1995. The effective tax rate for both the third quarter and the first nine months of 1996 was 34%. Net income for the third quarter of 1996 was $9.0 million, a 6% increase over 1995, and for the first nine months of 1996 was $26.7 million, a 55% increase over 1995. Net income per share for the quarter increased from $0.51 in 1995 to $0.55 in 1996 and for the first nine months from $1.01 to $1.63. 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 nine months ended September 1, 1996, the Company generated $4.4 million of cash from operating activities, compared to $5.6 million in the nine months ended September 3, 1995. In the nine months of 1996, $40.7 million was generated by net income after adjustments for non-cash items. This cash inflow was partially offset by increases in working capital of $36.4 million as a result of the increase in business volume. Cash used in investing activities was $44.5 million for the third quarter of 1996 compared to $15.0 million received from investing activities in the third quarter of 1995. On January 10, 1996, the Company acquired DMC for $31.3 million. On April 24, 1996, the Company acquired the Measurement Systems Business Unit of Loral Fairchild Corp.'s Loral Control Systems Division for $4.5 million. With these acquisitions, the Company supplies measurement and control systems and services for flat rolled products to the steel industry. During the first nine months of the fiscal year, $7.9 million was spent on acquiring property, plant, and equipment. No major facility expansions are planned for fiscal year 1996. Cash generated in financing activities was $5.2 million for the first nine months of 1996 compared to cash used of $57.0 million in the first nine months of 1995, which was primarily due to the Company repurchasing approximately 20% of its outstanding stock from Harnischfeger Industries for $96.0 million in the first nine months of 1995. Offsetting the cash outflow for this repurchase of common stock, the Company received $22.7 million cash in connection with its employee stock purchase plan and stock options exercised and increased its outstanding debt by $22.8 million. As a result of the above activities, the Company's cash and cash equivalents at the end of the third quarter of 1996 decreased $34.7 million compared to year- end 1995. The Company's current ratio was approximately 1.9 at the end of the third quarter of 1996 and fiscal year-end 1995. The debt to capitalization ratio was 13% as of September 1, 1996, compared to 11% at fiscal year-end 1995. 9 MEASUREX CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF - -------------------------------------------------------------------------- OPERATIONS - ---------- LIQUIDITY AND CAPITAL RESOURCES (CONT.) - ------------------------------- 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 during the next 12 months. As of September 1, 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 available of $74.5 million of which $15.0 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 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. 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. 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, in the first quarter the acquisition of DMC is subject to these uncertainties. 10 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), amended and restated effective February 16, 1996 (incorporated by reference from Form S-8 Registration Statement No. 333-04175 filed with the SEC on May 21, 1996). 10.2 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). 10.3 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 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). 10.5 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). 10.6 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). 10.7 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). 10.8 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). 10.9 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). 10.10 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). 11 MEASUREX CORPORATION PART II. OTHER INFORMATION (continued) ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (CONTINUED) --------------------------------- (a) Exhibits 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). 10.12 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. No report on Form 8-K has been filed during the quarter ended September 1, 1996. 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: October 11, 1996 By: /s/ Robert Mc Adams, Jr. ---------------------------------- Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 13 EX-11 2 COMPUTATION OF NET INCOME PER SHARE MEASUREX CORPORATION Exhibit 11.0 COMPUTATION OF NET INCOME PER SHARE (Unaudited) _________________________________________________ (Dollar amounts in thousands except per share data)
Three Months Ended Nine Months Ended --------------------------- --------------------------- September 1, September 3 September 1, September 3, 1996 1995 1996 1995 - --------------------------------------------------------------------------------------------------------- Primary: Average shares outstanding 15,985 15,765 15,903 16,403 Net effect of dilutive stock options based on the treasury stock method using average market price 501 860 535 612 ------- ------- ------- -------- Average common and common equivalent shares outstanding 16,486 16,625 16,438 17,015 ======= ======= ======= ======== Net income $ 9,001 $ 8,485 $26,727 $ 17,190 ======= ======= ======= ======== Net income per share $ .55 $ .51 $ 1.63 $ 1.01 ======= ======= ======= ======== Fully diluted: (Note A) Average shares outstanding 15,986 15,765 15,903 16,403 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 500 860 550 667 ------- ------- ------- -------- Average common and common equivalent shares outstanding 16,486 16,625 16,453 17,070 ======= ======= ======= ======== Net Income $ 9,001 $ 8,485 $26,727 $ 17,190 ======= ======= ======= ======== Net income per share $ .55 $ .51 $ 1.62 $ 1.01 ======= ======= ======= ========
- ---------------------------------------------------------------------------- Note A: Fully diluted earnings per share have been calculated in accordance with Accounting Principles Board Opinion No. 15, "Earnings Per Share". EX-27 3 FINANCIAL DATA SCHEDULE (ARTICLE 5)
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED CONDENSED BALANCE SHEETS AT SEPTEMBER 1, 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. 9-MOS DEC-01-1996 DEC-04-1995 SEP-01-1996 28,269 104 101,434 (4,064) 46,620 193,053 50,746 (74,499) 329,020 103,176 25,506 0 0 189 193,422 329,020 295,745 295,745 177,532 256,262 0 0 1,015 40,498 13,771 0 0 0 0 26,727 1.63 1.62
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