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 Quarter ended September 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission File Number 0-15011
Data Measurement Corporation
(Exact name of registrant as specified in its charter)
Delaware 06-0774266
(State or other jurisdiction of (I.R.S. Employer Identification)
incorporation or organization.)
15884 Gaither Drive, Gaithersburg, Maryland 20877
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (301) 948-2450
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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
The number of shares outstanding of the registrant's common stock par
value $.01 per share, as of September 30, 1995 was 1,379,507.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
DATA MEASUREMENT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Sales................. $8,976,234 $6,121,236 $23,998,754 $17,548,521
Costs and expenses:
Cost of sales....... 6,633,491 4,759,111 17,368,226 13,521,563
Selling, general & admin. 1,340,961 1,128,122 4,209,958 3,193,998
Interest expense........ 187,568 99,788 461,412 301,383
Gain on foreign exch. (106) (14,644) (49,272) (5,931)
Costs and expenses...... 8,161,914 5,972,377 21,990,324 17,011,013
Income before provision
for income taxes........ 814,320 148,859 2,008,430 537,508
Provision for income taxes:
Current.................. 204,792 0 414,471 11,426
Deferred................. 99,824 (10,121) 213,801 63,425
Net income before
extraordinary item........ 509,704 158,980 1,380,158 462,657
Extraordinary item........ -- 4,012,180 -- 4,012,180
Net income after
extraordinary item....... $509,704 $4,171,160 $1,380,158 $4,474,837
Net Income per Share.....
-Primary
-Before Extraordinary
Item $0.34 $0.12 $0.95 $0.35
-Extraordinary Item -- $2.95 -- $2.99
-After Extraordinary
Item $0.34 $3.07 $0.95 $3.34
-Fully Diluted
-Before Extraordinary
Item $0.31 $0.11 $0.82 $0.33
-Extraordinary Item -- $2.60 -- $2.60
-After Extraordinary
Item $0.31 $2.71 $0.82 $2.93
</TABLE>
See accompanying notes to consolidated financial statements.
2
<TABLE>
DATA MEASUREMENT CORPORATION
CONSOLIDATED BALANCE SHEETS
September 30, December 31,
1995 1994
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents..... $1,440,322 $685,384
Accounts Receivable:
Trade, less allowance for
doubtful accounts of $167,000
in 1995 & $180,000 in 1994... 6,795,534 5,238,586
Unbilled accounts receivable... 744,906 1,544,737
Retainages..................... 884,081 1,521,516
Total Accounts Receivable..... 8,424,521 8,304,839
Inventories:
Work-in-process................ 4,046,138 2,514,722
Material and parts............. 8,355,532 6,695,087
Total inventories............ 12,401,670 9,209,809
Deferred income taxes............ 188,266 188,266
Other............................ 436,922 316,743
Total current assets...... 22,891,701 18,705,041
Property & equipment, at cost:
Land............................. 39,575 39,163
Building......................... 499,155 493,952
Machinery and equipment.......... 1,852,425 1,763,373
Demonstration equipment.......... 1,297,086 1,048,997
Office furniture................. 951,305 803,945
Leasehold improvements........... 261,255 204,644
Total property and equipment. 4,900,801 4,354,074
Less accumulated depreciation
and amortization............... 3,750,633 3,410,849
Net property & equipment.... 1,150,168 943,225
Patents and licenses at cost, less
amortization of $130,181 in 1995
and $102,635 in 1994.............. 49,628 53,551
Goodwill............................ 380,179 388,954
TOTAL ASSETS $24,471,676 $20,090,771
</TABLE>
See accompanying notes to consolidated financial statements.
3
<TABLE>
DATA MEASUREMENT CORPORATION
CONSOLIDATED BALANCE SHEETS
<CAPTION>
September 30, December 31,
1995 1994
(Unaudited)
<S> <C> <C>
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable to bank............ $2,549,199 $706,108
Accounts payable................. 3,000,141 2,347,210
Advance payments on contracts.... 1,069,398 1,453,509
Accrued compensation............. 873,062 683,753
Accrued warranty expense......... 471,464 354,096
Accrued commission expense....... 719,884 566,311
Accrued interest expense......... 17,927 37,427
Other accrued liabilities........ 639,692 497,265
Current income taxes............. 203,951 197,498
Current portion of long term debt 617,740 569,999
Total current liabilities..... 10,162,458 7,413,176
Deferred income taxes............ 277,620 65,824
Long term debt................... 3,272,234 3,568,533
Stockholders' equity:
Common stock, $.01 par value... 13,825 13,313
Additional paid in capital..... 5,594,551 5,417,248
Retained earnings.............. 5,438,518 4,058,060
Currency translation adjustments. (270,730) (428,583)
Treasury stock, 3,000 shares,
at cost........................ (16,800) (16,800)
Total stockholders' equity... 10,759,364 9,043,238
TOTAL LIABILITIES & STOCKHOLDERS'
EQUITY $24,471,676 $20,090,771
</TABLE>
See accompanying notes to consolidated financial statements.
4
<TABLE>
DATA MEASUREMENT CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Nine Months Ended September 30,
1995 1994
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income.......................... $1,380,458 $4,474,837
Adjustments to reconcile net earnings
to net cash used in operations:
Depreciation...................... 345,105 397,100
Amortization...................... 28,241 22,609
Changes in assets and liabilities:
Accounts receivable............... (1,741,974) (1,394,190)
Inventories....................... (3,162,997) (164,538)
Other current assets.............. (126,031) (26,584)
Patents and licenses.............. (10,114) (28,591)
Accounts payable.................. 639,091 321,392
Advance payments on contracts..... 1,253,092 708,201
Accrued compensation.............. 213,466 (12,892)
Other accrued liabilities......... 376,273 (200,472)
Current income taxes.............. (1,211) 10,028
Deferred income taxes............. 212,898 63,436
Net cash provided by (or used in)
operating activities: (593,703) 4,170,336
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment... (542,744) (127,703)
Net cash provided by (or used in)
investing activities: (542,744) (127,703)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long term debt........... (203,746) (4,262,401)
Increase in notes payable............. 1,842,493 707,873
Proceeds from sale of common stock.... 128,315 0
Net cash provided by (or used in)
financing activities: 1,767,062 (3,554,528)
EFFECT OF EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS: 124,324 37,673
NET INCREASE IN CASH: 754,939 525,778
CASH, Beginning of period 685,384 738,696
CASH, End of period $1,440,323 $1,264,474
Supplemental cash flow information:
Interest paid......................... $330,912 $291,936
Income taxes paid..................... $408,018 $1,540
Capitalized equipment leases......... $114,769 $73,030
Capitalized test equipment.......... $243,984 --
Conversion of Subordinated Debenture.. $49,500 $80,000
</TABLE>
See accompanying notes to consolidated financial statements.
5
DATA MEASUREMENT CORPORATION
NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION
The consolidated unaudited financial statements contained herein have
been prepared from the books and records of the Company. In the opinion of
management, all adjustments, consisting of normal recurring accruals,
necessary for a fair presentation of the results of operations for the
interim periods presented have been reflected herein. The results of
operations for interim periods are not necessarily indicative of the results
to be expected for the entire year.
The Company has 4,000,000 authorized shares of $.01 par value common
stock of which there were 1,382,507 shares issued and 1,379,507 shares
outstanding and 1,330,818 shares issued and 1,327,818 shares outstanding as
of September 30, 1995 and 1994, respectively.
(2) NET INCOME PER SHARE CALCULATION
Primary income per share is based on the weighted average number of
common shares outstanding including common stock equivalents from dilutive
stock options and warrants. Common equivalent shares were computed using
the treasury stock method. The Company's convertible subordinated
debentures are not common stock equivalents. However, stock options having
an exercise price below the average market price of common stock during the
period are common stock equivalents and are assumed to have been exercised.
Additionally, the method assumes that the exercise proceeds are used by the
Company to repurchase common shares at the average market price. Under this
method, the average shares used in calculating primary earnings per share are
1,514,364 and 1,461,393 for the three and nine month periods ending September
30, 1995.
Fully diluted earnings per share have also been calculated using the
treasury stock method; in addition, however, the conversion of the
convertible subordinated debentures issued by the Company is also assumed.
Average shares used in calculating fully diluted earnings per share,
therefore, are 1,684,353 and 1,710,824 for the three and nine month periods
ending September 30, 1995.
(3) MERGER TRANSACTION
On September 16, 1995, the Company entered into a definitive agreement
to merge with Measurex Corporation. Measurex has agreed to pay $18.625, all
cash, for each of the Company's common shares. The transaction is subject to
the approval of a majority of Data Measurement's common shareholders. A
final proxy is expected to be mailed to the shareholders in November 1995 and
a vote of the shareholders is expected to occur in mid December 1995. Closing
of the merger, if approved, is expected in early January 1996.
<PAGE>
Item 2. MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Material Changes in Financial Condition:
During the third quarter of 1995, the Company financed its operations
from internally generated cash flow and by use of its working capital facility.
During the quarter, the Company negotiated a temporary increase in its
working capital facility in the United States in the amount of $500,000. At
September 30, 1995, the Company had approximately $450,000 of unused credit
facilities available. The Company expects that the funds provided by its
operations and by its current working capital facilities will enable it to
finance its future operations.
Material Changes in Results of Operations:
Sales for the three and nine month periods ending September 30, 1995
were $8,976,234 and $23,998,754 as compared to $6,121,236 and $17,548,521 in
1994, respectively. These increases of 46.6% and 36.8% reflect an increased
rate of order input which began late in 1994 and has continued since that time.
Order backlog increased from $14,406,000 at December 31, 1994 to $19,073,000
at March 31, 1995, stood at $19,172,000 on June 30, 1995, and was $20,859,000
on September 30, 1995. The increases in bookings came from all parts of the
world.
Gross Margins were $2,342,743 or 26.1% of sales for the third quarter
of 1995 compared with $1,362,125 or 22.3% of sales for the same period in 1994.
Year to date gross margins were $6,630,528 or 27.6% of sales in 1995 as
compared to $4,026,958 or 22.9% of sales for the same period in 1994.
Shipments in 1995 reflect better selling prices that the Company has been able
to negotiate during the cyclic upswing in order input.
Selling, general and administrative expenses were $1,340,961 or 14.9% of
sales for the third quarter of 1995, as compared to $1,128,122 or 18.4% of sales
in the same period in 1994. The increase resulted from commission payments
paid in connection with foreign orders. No costs associated with the pending
merger with measurex Corporation were recognized during this period. On a
year to date basis, SG&A expenses were 17.5% of sales in 1995 as compared to
18.2% during 1994.
Interest Expense was $187,568 or 2.1% of sales in the quarter ended
September 30, 1995 as compared to $99,788 or 1.6% of sales for the same period
in 1994. In the 1995 period, the Company recognized $75,000 of interest
expense as result of an adjustment to the fair value of the convertible
subordinated debenture issued to the Federal Deposit Insurance Corporation
in connection with a debt restructuring which was concluded in October 1994.
The change in year to date interest expense also resulted from the same
transaction.
The Company recorded a minor gain on foreign exchange during the third
quarter of 1995 as compared to a gain of $14,644 or 0.2% of sales for the same
period in 1994. The gains in foreign exchange resulted from the weakening of
the U.S. Dollar versus major European currencies.
The Company's year to date effective tax rate was 31.3% in 1995 as
compared to 14.0% in 1994. In both 1995 and 1994, the Company was able to
utilize tax credits from certain foreign operations to reduce its effective
tax rate.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
On September 19, 1995, a stockholder of DMC filed an action in the
Delaware Chancery Court against DMC, its officers and directors, and
Measurex, relating to the proposed merger between DMC and Measurex
("Merger"). The plaintiff seeks to have the stockholders of DMC
certified as a class and himself as a class representative to act on
behalf of all common stockholders of DMC. The suit alleges among other
things that, (i) the Board of Directors of DMC breached its fiduciary
duties to the stockholders, and (ii) the consideration to be paid to
the stockholders is inadequate and does not give due consideration to
the anticipated operating results, net asset value, cash flow and
profitability of DMC.
Plaintiff's counsel commenced discovery on September 22, 1995, and DMC
began supplying documents pursuant to requests for the production of
documents.
Following meetings, discussion and negotiations among the parties and
their respective counsel, on October 31, 1995, counsel for the parties
on behalf of their clients entered into a memorandum ("Memorandum of
Understanding") setting forth the term of an agreement in principle to
settle and terminate the litigation (the "Proposed Settlement"). Under
the Proposed Settlement, DMC agreed to (i) include certain additional
information in the proxy statement relating to the Merger ("Proxy
Statement") before it was finalized, and (ii) to obtain an update of the
fairness opinion of Ferris, Baker Watts, Inc., DMC's investment adviser
("Ferris Baker"), both prior to the filing of the Proxy Statement and at
the time of the special meeting of the stockholders to consider the
Merger ("Special Meeting"). DMC also agreed that in the event there is
a change in the opinion of Ferris Baker on the date of the meeting, DMC
will adjourn the meeting for at least fifteen (15) days, informing the
stockholders of the change in the Ferris Baker opinion and affording the
stockholders the opportunity to revoke proxies previously submitted.
In exchange for DMC's agreement, the plaintiff agreed not to take any
action to enjoin or take other legal action to prevent the stockholder
vote on, or consummation of, the proposed Merger; to release any and all
claims against the defendants, including all state and federal claims
arising out of the events described in the complaint; and to discuss,
with prejudice, the complaint to effect termination of this litigation.
The Proposed Settlement is conditioned on (a) the parties' execution of
a definitive stipulation of settlement; (b) the plaintiff's completion
of certain discovery designed to confirm that the settlement is fair and
reasonable and in the best interests of DMC's stockholders; (c) the
court's certification of a class of DMC's stockholders from the date of
the announcement of the proposed Merger through the effective date of
the Merger who do not exclude themselves from the class, for purposes
of settlement only; (d) the court's preliminary and final approval of
the Proposed Settlement; and (e) the entry of a final judgement
dismissing the litigation.
DMC, its officers, the members of the Board of Directors, and Measurex
denied, and continue to deny, that they committed any violations of law
or breaches of duty as alleged in the compliant, but entered the
Memorandum of Understanding and contemplate entering into the
stipulation of settlement solely because the Proposed Settlement would
eliminate the burden and expense of further litigation and would
facilitate the consummation of the proposed Merger. In agreeing to
disclose additional information, DMC does not admit the materiality of
that information or that the materials previously filed with the
Securities and Exchange Commission were in any way deficient. In
connection with the Proposed Settlement, it is anticipated that counsel
for the plaintiff will apply to the court for an aggregate award of
attorneys' fees and expenses in an amount not to exceed $150,000. As a
condition of settlement, DMC has agreed to pay plaintiff's counsel the
amount awarded by the court. Before the Proposed Settlement is finally
approved by the court, notice of the proposed terms and conditions of
the settlement will be mailed to all members of any class certified by
the court, who will be afforded an opportunity to opt out of and object
to the settlement.
Item 2. CHANGES IN SECURITIES
Not applicable.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
Item 5. OTHER INFORMATION
Not applicable.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Reports on Form 8-K
A Form 8-K was filed on September 22, 1995, which described the
terms of the pending merger of the Company into Measurex
Corporation.
<PAGE>
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.
DATA MEASUREMENT CORPORATION
(Registrant)
Dated:
November 10, 1995 /s/ Frederick S. Rolandi
By: ------------------------
Frederick S. Rolandi
Vice President and Chief
Financial Officer
/s/ Dominique Gignoux
By: ------------------------
D. Gignoux
President and
Chief Executive Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 1440
<SECURITIES> 0
<RECEIVABLES> 8592
<ALLOWANCES> 167
<INVENTORY> 12402
<CURRENT-ASSETS> 22892
<PP&E> 4901
<DEPRECIATION> 3751
<TOTAL-ASSETS> 24472
<CURRENT-LIABILITIES> 10162
<BONDS> 1188
<COMMON> 5608
0
0
<OTHER-SE> 5151
<TOTAL-LIABILITY-AND-EQUITY> 24472
<SALES> 8976
<TOTAL-REVENUES> 8976
<CGS> 6633
<TOTAL-COSTS> 6633
<OTHER-EXPENSES> 1341
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 188
<INCOME-PRETAX> 814
<INCOME-TAX> 304
<INCOME-CONTINUING> 510
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 510
<EPS-PRIMARY> 0.34
<EPS-DILUTED> 0.31
