-----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, DHbbllDo+nQ+sUluxW/b6CZxYDCFx0Laiz6xjv/jnmgYnjJMnK2X89SZg+4wDF5A RQ2dXSfOK7BtQILVfIXz7Q== 0001012870-96-000764.txt : 19961210 0001012870-96-000764.hdr.sgml : 19961210 ACCESSION NUMBER: 0001012870-96-000764 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960110 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961209 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: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08770 FILM NUMBER: 96677239 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 #2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K AMENDMENT NUMBER 2 TO 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 - -------------------------------------------------------------------------------- Delaware 1-8770 94-16597 - -------------------------------------------------------------------------------- (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 further amend Form 8K filed by the Company on January 25, 1996 and amended on February 29, 1996. This amendment provides additional detail on the notes to the Pro Forma Combined Financial information required by Items 7(a) and (b) of the Form. The January 25, 1996 filing described a merger ("Merger") of a wholly owned subsidiary of the Company with and into Data Measurement Corporation ("DMC") of Gaithersburg, Maryland. 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 Date: December 6, 1996 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 Forma 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-10 (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. 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. Subsequent to the filing of these pro forma financial statements on February 29, 1996, the Company made adjustments to some of the numbers as a result of resolution of certain contingencies that individually and collectively were not material to the Pro Forma Combined Financial Statements, or the purchase transaction. 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. ACCOUNTS RECEIVABLE ($225) ====== Conform DMC policy of revenue recognition using a percentage of completion method on certain contracts to the Measurex policy of revenue recognition on product shipment for projects where remaining obligations are insignificant and collection is probable. 2. INVENTORIES Conform service inventory amortization policies ($2771) ----------------------------------------------- Measurex depreciates spare parts held to support the worldwide service business on a 7 year declining balance basis. DMC did not separate these parts from current production inventory. This adjustment conformed the DMC practice to be consistent with Measurex. Conform inventory reserve policies ($869) ---------------------------------- This adjustment calculated the DMC requirement for reserves to cover excess and slow moving inventory using the Measurex policy as well as increasing the DMC reserves for obsolescence related to one product line that Measurex elected to discontinue. ------ c/f ($3640) F-5 MEASUREX CORPORATION NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED - IN THOUSANDS) 2. INVENTORIES (CONTINUED) c/f ($3640) Conform revenue recognition policies ($34) ------------------------------------ The adjustment reflects the change in inventory value that results from conforming DMC revenue recognition to the Measurex policy as described in Note 1. Conform inventory capitalization costs ($255) -------------------------------------- Expense work in process on projects that will not be completed pursuant to the acquisition. Step-up inventory values $ 530 ------------------------ Recognize profit earned prior to acquisition on the DMC system projects in work in process at the date of acquisition. ------ ($3399) ====== 3. PREPAID EXPENSES AND OTHER Capitalize in process research and development $ 146 ----------------------------------------------- Allocation of the amount of the purchase price related to acquired research and development that was expensed in the first period after acquisition. Recognition of deferred tax assets $ 1751 ---------------------------------- This adjustment recognizes the tax impact of the adjustments made to the pro forma statements. It also recognizes the tax benefit associated with the exercise and sale of all outstanding DMC stock options as of the acquisition date. $ 1897 ======= F-6 MEASUREX CORPORATION NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED - IN THOUSANDS) 4. CONTRACTS RECEIVABLE Record portion of purchase price -------------------------------- financed by sale of contracts receivable ($22,000) ---------------------------------------- ========= The Company entered into an agreement to discount certain of its contracts receivable with a financial institution. The proceeds were used to finance the acquisition of DMC. 5. OTHER ASSETS Record goodwill $ 23,911 --------------- This adjustment reflects the portion of the purchase price allocated to goodwill. Write off previously recorded goodwill ($375) -------------------------------------- To write off goodwill on the books of DMC relating to acquisitions made previously by that company. Record fair value of patents acquired $ 900 ------------------------------------- To allocate a portion of the purchase price to reflect a fair value to patents owned by DMC that were acquired as part of this transaction. --------- $ 24,436 ========= 6. ACCRUED EXPENSES Conform revenue recognition policies $ 435 ------------------------------------ This adjustment establishes an accrual to complete all outstanding installations of DMC as a result of conforming to the Measurex policy of revenue recognition upon shipment. Accrue legal fees $ 250 ----------------- This adjustment accrues legal fees associated with this transaction. --------- c/f $ 685 F-7 MEASUREX CORPORATION NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED - IN THOUSANDS)
6. ACCRUED EXPENSES (CONTINUED) c/f $ 685 Record exit costs $ 872 ----------------- This adjustment reflects the costs for the closure of the UK plant of DMC which occurred on May 31, 1996, certain employee termination costs and the costs associated with terminating a DMC US facilities lease. --------- $ 1557 ========= 7. LONG TERM DEBT Record portion of purchase price $ 9647 -------------------------------- financed through debt --------------------- Reflects the amount of additional debt taken on by the Company to finance the acquisition. Adjust FDIC debt to fair market value $ 640 ------------------------------------- DMC previously issued to the FDIC a Convertible Subordinate Debenture that was convertible to DMC common stock subject to certain restrictions. DMC had the right to redeem the Debenture at the time of conversion. This adjustment revalued the debt to estimated fair market value as of the acquisition date. Record conversion of debenture ($376) ------------------------------ This adjustment reflected the conversion of certain DMC debentures to common stock that occurred as of the acquisition date. ========= $ 9911 ========= 8. ELIMINATE DATA MEASUREMENT ($10,759) CORPORATION'S SHAREHOLDERS' EQUITY ========= This reflects the elimination of DMC share capital and pre-acquisition earnings from the consolidated results.
F-8 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.
Year Ended Nine Months Ended November 27, 1994 September 3, 1995 ----------------- ----------------- A. REVENUE Conform revenue recognition policies $ 439 $286 ------------------------------------ ===== ==== This adjusts DMC revenue recognition to the Measurex policy as described in Note 1 on F5. B. COST OF REVENUE Conform service parts amortization $ 400 $300 ---------------------------------- policies -------- This adjusts DMC costs to include the periodic charge for service parts as a result of adopting the Measurex policy on service parts amortization. Conform revenue recognition $ 661 $487 --------------------------- policies -------- This adjusts cost of sales of DMC to reflect the revenue adjustments described above. _____ ____ $1061 $787 ===== ====
F-9 MEASUREX CORPORATION NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED - IN THOUSANDS)
C. SELLING AND ADMINISTRATIVE EXPENSE $ 998 $ 748 ======= ======= Adjust amortization expense to reflect increase in patents to fair value and amortization of goodwill on this acquisition over a 25-year period. D. INTEREST EXPENSE ($672) ($504) ======= ======= Additional interest expense as a result of additional borrowing to finance the acquisition assuming an interest rate of 7.0% per annum. E. INTEREST INCOME AND OTHER ($1650) ($1230) ======= ======= Reduce interest income to reflect the sale of contracts receivable, the proceeds of which were used to fund the acquisition. The average interest rate on these receivables of 7.5% was used. F. PROVISION FOR INCOME TAXES ($1119) ($778) ======= ======== Record income tax benefits for the adjustments above that are subject to taxes.
F-10 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 Acquisition Company. 99.1* 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. -----END PRIVACY-ENHANCED MESSAGE-----