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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
/X/ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (Fee Required)
For the fiscal year ended December 31, 1995, or
/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (Fee Required)
For the transition period from to
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Commission file number 0-12728
MEDAR, INC.
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(Exact name of registrant as specified in its charter)
Michigan 38-2191935
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38700 Grand River Avenue,
Farmington Hills, Michigan 48335
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (810)471-2660
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Securities registered pursuant to Section 12(b) of
the Act:
Name of each exchange
Title of each class on which registered
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NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE, STATED VALUE $.20 PER SHARE
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(Title of Class)
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 the filing
requirements for at least the past 90 days.
YES X NO
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of the registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of February 29, 1996:
Common Stock, No Par Value, Stated Value $.20 Per Share - $52,940,963
The number of shares outstanding on each of the issuer's classes of common
stock, as of February 29, 1996:
Common Stock, No Par Value, Stated Value $.20 Per Share - 8,801,401
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the annual shareholders meeting to be held
May 29, 1996 are incorporated by reference into Part III.
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PART I
ITEM 1. BUSINESS
GENERAL
Medar, Inc. ("The Company") develops, manufactures and markets
microprocessor-based process monitoring and control systems for use in
industrial manufacturing environments. The principal applications for the
Company's products include optical inspection systems and resistance welding
controls. In 1978, Maxco Inc., a publicly-held, Michigan-based holding company
("Maxco") formed the Company under Michigan law for the purpose of acquiring
the Company's predecessor. The predecessor company was incorporated under
Delaware law in 1969 and was also called Medar, Inc. From 1978 to 1983, the
Company was 100% owned by Maxco. In June of 1983, the Company issued to the
public 800,000 shares of Common Stock, reducing Maxco's ownership to 80%. In
July 1985, the Company issued 1,131,250 additional shares, and Maxco sold
881,250 shares, of Common Stock in a public offering, reducing Maxco's
ownership to 39%. In May 1994, the Company issued 1,300,000 shares, and Maxco
sold 145,000 shares of common stock in a public offering, further reducing
Maxco's ownership to 22%. As of February 29, 1996, Maxco's ownership of the
Company's Common Stock was just below 20%.
Most of the Company's Canadian sales of resistance welding controls are
effected through its wholly-owned subsidiary, Medar Canada Ltd., located in
Oshawa, Ontario, Canada. In 1987, the Company acquired 80% of the outstanding
stock of Integral Vision-AID, Inc. ("AID"), formerly Automatic Inspection
Devices, Inc., a developer and manufacturer of optical inspection devices, from
Owens-Illinois, Inc. In 1991, the Company acquired the remaining 20% of such
stock. Most of the Company's development and sales of certain optical
inspection products are effected through AID.
In 1994, the Company formed a joint venture with Shanghai Electric Welding
Machine Works and Lida, USA called Shanghai Medar Welding Equipment Corp.,
Ltd., a manufacturer of resistance welding controls located in China. The
Company owns 21.3% of this joint venture.
In February 1995, the Company acquired 100% of the common stock and preference
shares of Integral Vision Ltd. ("Integral"), an English corporation, for
654,282 previously unissued shares of Medar, Inc. common stock. Integral is a
machine vision company which develops and manufactures solutions for OEM's and
end-users.
When used herein, unless the context indicates otherwise, "Medar" or the
"Company" also refers to the Company's predecessor and subsidiaries. The
Company's principal offices are located at 38700 Grand River Avenue, Farmington
Hills, Michigan 48335 and its telephone number is (810) 471-2660.
INDUSTRY BACKGROUND
Process monitoring and inspection for quality control are critical aspects of
virtually every manufacturing process. Prior to the advent of
microprocessor-based controls, most monitoring and inspection procedures were
performed manually, often resulting in the interruption of continuous
production lines. Manual inspection is generally less reliable than
machine-based methods and is subject to limitations in accuracy and precision.
In many cases manual inspection is performed on a random sampling basis and can
result in the failure to detect defects on a timely basis. The introduction of
microprocessor-based control systems for manufacturing environments has enabled
high-quality monitoring and inspection without delaying continuous production.
These systems have been developed to control and automate a variety of
manufacturing tasks including resistance welding and product inspection.
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Optical Inspection Equipment
Sophisticated manufacturing techniques often require high-speed inspection that
is difficult and time-consuming to evaluate using conventional manual and
visual methods. Human visual inspection is further limited by physical
endurance and often results in inconsistent interpretations of quality.
Recent advancements in microprocessor-based systems and other technologies
enhance the use of optics to identify defects and determine dimensional
attributes. Which technology is deployed will depend on the types of materials
to be inspected, the physical size and shape of manufactured products, the
nature of defects and the speed with which the inspection must be performed.
Optical inspection systems use an illumination source, data collection sensors
and data analysis software. Proper illumination is a critical factor and can
be achieved using a variety of sources such as white light or lasers. Light is
projected through or reflected from an object and is collected by sensors, such
as cameras and photo-electric cells. Software processes the resulting data and
compares it to established acceptable patterns and tolerances. Based on this
comparison, the part may be rejected or other corrective actions implemented.
There are two major technologies currently used for optical inspection. In
"matrix technology," sensors are arranged in a two-dimensional grid, gathering
two-dimensional data from a surface in a single frame. Also, when working in
conjunction with a form of structured lighting, these two-dimensional images
can be processed to form three dimensional data. In "linear array technology,"
sensors are arranged in a single line, can assemble a two-dimensional image
from a series of single-line scans and are capable of much higher resolutions.
The Company has the capability of providing both "matrix technology" and
"linear array technology".
Resistance Welding Controls and Systems
Resistance welding is a commonly used process for joining metals. Materials to
be welded are mechanically forced together while a controlled amount of
electrical current is passed through them. The materials' resistance to the
conduction of current generates sufficient heat at the point of contact to
create a semi-molten state. As the metals cool, they are fused together. The
welding process is difficult to monitor due to the high levels of electrical
current required and the inability to examine a weld in process. Defective
welds generate higher manufacturing costs due to increased rejects, downtime,
and use of redundant welds. Improper welds can also create problems ranging
from annoying squeaks and broken parts to significant safety hazards.
The major challenge in controlling the resistance welding process is properly
regulating the electrical current required to create a high-quality weld.
Insufficient current results in inadequate melting of metal, while excessive
current results in unwanted expulsion of molten metal, increasing costs and
lowering weld quality. Variations in welding conditions further complicate the
process. For example, copper electrodes used to deliver current to the weld
spot become distorted over time, altering their conductive properties and
requiring changes in the amount of current needed to assure a high-quality
weld. In addition, factory voltage fluctuations and differing metal conditions
alter the delivery of current to the weld. Trends toward higher quality,
lighter weight materials and extended warranty periods have demanded the use of
coated metals, aluminum and alloys with unique conductive properties. All of
these factors contribute to the need for more sophisticated welding controls.
Microprocessor-based welding controls, introduced in the late 1970s, improved
weld quality by continuously monitoring and automatically adjusting the
current, compensating for numerous variations in welding conditions. Controls
are typically used in conjunction with portable welding guns, robotic welders
and fixed-machine welders. Creation of a weld involves several steps organized
in a "weld sequence," including delivery of a single pulse or multiple pulses
of current at specified intervals. The function of a control is primarily to
provide specified amounts of electrical current for precise durations in a weld
sequence after certain conditions have been met.
The base of suppliers to the worldwide market for resistance welding controls
is highly fragmented, with demand concentrated in the automotive and appliance
industries. The primary geographic markets for resistance welding controls are
in North America, Europe and Japan. While the Company believes the welding
controls market in North America is mature, recent growth in the welding
control industry has resulted from improvements in welding control technology,
re-tooling associated with introduction of new automobile body styles and
improved business conditions for U.S. automobile manufacturers. In addition,
the Company believes that higher demand for welding controls will result from
industrial modernization in China, India, Russia, South America and Southeast
Asian countries.
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THE MEDAR SOLUTION
Medar develops, manufactures, and markets microprocessor-based process
monitoring and control products for use in manufacturing environments. The
Company focuses its efforts on resistance welding controls and optical
inspection and gauging equipment. The Company's welding controls monitor and
automatically regulate electrical current for industrial resistance welding
applications. The majority of the Company's optical inspection equipment is
used to detect manufacturing defects in various optical storage media such as
audio compact discs ("Audio CDs") and compact discs-read only memory
("CD-ROM's").
Optical Inspection
The Company has developed optical inspection systems that utilize white-light
or laser illumination, linear-array or matrix technologies, and sophisticated
analytical software. The cornerstone of the Company's optical inspection
capability is its expertise in linear array technology, which it began
developing in 1985. In 1987, the Company significantly strengthened its linear
array capabilities with the acquisition of AID from Owens-Illinois, Inc. At
that time, AID had developed linear array technology for on-line detection of
imperfections in glass containers, which the Company then adapted for
inspection of various optical media such as Audio CDs and CD-ROM's.
In the Company's linear array optical disc inspection systems, a line of white
light is projected onto the disc using specially-developed optics and collected
with a linear array camera. Image processing software then analyzes and
compares collected data to customer quality specifications. This collected
data may also be used for statistical analysis and process control. The
Company's systems can be integrated into production lines and are capable of
completing an inspection cycle in less than one second. The Company believes
its products provide a more cost-effective solution to optical disc inspection
than laser-based systems.
Optical discs, made of a translucent plastic raw material, are molded with
microscopic pits that represent digital information. A thin layer of
reflective aluminum is applied, followed by a protective lacquer coating and a
silk-screened printed label. Discs are generally marked with a bar code or
alphanumeric code for identification purposes. The Company offers optical
inspection systems for 130 millimeter, 120 millimeter, 80 millimeter and 65
millimeter optical disc formats. Medar's standard defect inspection equipment
can detect surface scratches, bubbles, black specks, pin holes, disc warp and
other imperfections down to resolutions of 40 microns. Customers can specify
optional features for reading bar codes, inspecting lacquer coatings, and
birefringence measurement. Inspection systems can be configured to achieve
resolutions to 20 microns to satisfy the demanding tolerances of higher-density
optical storage media such as "write-once" Recordable Compact Discs ("CD-R")
and "multiple write" Magneto-Optical ("MO") discs. Replacement of existing
Audio CDs as a principal medium for music or the failure of one or more of
CD-ROM, CD-R, or MO storage technologies to gain widespread acceptance could
adversely affect the markets for the Company's products.
The Company's current family of optical inspection equipment is sold primarily
to original equipment manufacturers ("OEMs") and end-users of Audio CD and
CD-ROM manufacturing equipment. For sales to OEMs, the Company's products are
typically integrated directly into optical disc production equipment. The
Company believes that its inspection systems are the systems of choice for most
of the major OEMs worldwide that sell optical disc manufacturing equipment.
The acquisition of Integral in 1995 provides the Company with additional
inspection products to its existing matrix product line as well as synergies
with its existing optical inspection product line, including systems which
inspect the printed surface of a compact disc to verify label quality and
another which reads and identifies alphanumeric catalog identification codes to
prevent mislabeling.
Resistance Welding Controls
The Company markets a full line of welding controls. These controls monitor
and automatically regulate electrical current passing through materials being
welded, compensating for variations in materials, coatings and certain other
welding system characteristics. Many of the Company's products are fully
programmable, allowing users to tailor welding sequences to particular
applications using one welding control. The Company has designed two levels of
"integration," combining its controls with other forms of factory automation as
follows: "Level 1" integration replaces
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"hard-wired" connections between the welding control and other equipment
("discrete input/output") with a serial communications link; "Level 2"
integration allows customers to incorporate the welding controls directly into
existing microprocessor-based factory floor automation system control racks.
This approach reduces overall system complexity, manufacturing floor space
requirements, and total welding system cost.
The Company's products range from the low-end MedWeld 200 Series to the
high-end MedWeld 700 and 3000 Series. The MedWeld 200 Series are low-cost,
stand-alone systems for fixed weld sequences targeted at industrial
manufacturers in emerging markets as well as domestic appliance manufacturers.
The MedWeld 700 Series controls, also stand-alone systems, are capable of Level
1 integration and feature fully-programmable weld sequences and serial
communications capabilities. This series is used by automotive and aerospace
manufacturers in North America. The Company provides Level 1 integration with
robotic equipment manufacturers including Fanuc Robotics North America, Inc.
and Kawasaki Robotics USA. The MedWeld 3000 Series, are welding subsystems
that permit Level 2 integration with programmable controllers and robotic
welding systems. The MedWeld 3000 Series is currently integrated with
equipment manufactured by Allen-Bradley Company, Inc., ABB Robotics, Inc. and
Nachi Robotics Systems, Inc. The Company believes that its integrated approach
continues to represent a significant market opportunity.
The Company's product line uses common design elements, incorporates
communications links and includes sophisticated feedback systems. The Company
has developed a "weld kernel" that consists of core hardware and software
needed for production of a wide range of welding controls in a single modular
design. This weld kernel, which results in significantly reduced manufacturing
and service costs as well as faster product design cycles, is currently being
incorporated into the Company's welding control products under development.
The Company's communications products, including Weld Information Centers and
Weld Support Systems, link multiple controls with customers' computer systems
in order to program weld sequences and archive data for trend analysis and
substantiation of weld quality, all from a central location.
Medar's feedback systems include SureWeld Stepper, which regulates current to
compensate for electrode wear, and the Thermal Force Feedback System, which
monitors the expansion of parts as they are welded to determine when a
high-quality weld has been formed.
BUSINESS STRATEGY
The Company intends to maintain and enhance its position in both the resistance
welding control and optical inspection equipment markets by providing
technically innovative products, expanding applications for its existing
technologies and providing comprehensive customer service and support. Key
elements of the Company's business strategy include the following:
Broaden Applications and Technology Base. The Company actively seeks to
develop additional applications for its existing technologies. Medar also
intends to continue to acquire or develop new technologies and introduce cost
effective products with higher performance and functionality. For example, the
Company's mid-frequency welding control, which the Company began shipping in
early 1996, provides customers with more efficient and higher quality welds for
aluminum and heavy thicknesses of steel. In addition, the Company believes its
VisionBlox software introduced in February 1996 has a wide range of use in many
vision applications.
Expand International Sales. The Company continually seeks to increase the
markets for its products outside of the United States. Although the vast
majority of the Company's welding control sales have historically been derived
in North America, the Company believes that its low-cost MedWeld 200 Series
will provide significant opportunities for sales outside of North America. The
Company has established international distribution relationships for welding
controls in Mexico and Southeast Asia and in 1994 formed a joint venture with
Shanghai Electric Welding Machine Works, one of two primary manufacturers of
welding equipment in China. The Company is expanding its marketing efforts for
optical disc inspection systems through both direct sales efforts and a network
of sales agents in Japan, Western Europe and Southeast Asia. The acquisition
of Integral also gives the Company a base of operations in Europe.
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Integrate With Other Manufacturers' Products. The Company intends to continue
the integration of its products with other manufacturers' factory automation
systems. Integration offers many advantages to customers, including lower
costs, ease of maintenance, and reduced manufacturing floor space requirements.
Welding controls have been integrated with products from major programmable
controller manufacturers and several robotics manufacturers. Additionally, the
Company has integrated its optical inspection equipment into various optical
disc manufacturing lines. This integration approach allows the Company to
leverage the sales and marketing capabilities of OEMs such as Allen-Bradley
Company, Inc., ABB Robotics, Inc., Nachi Robotics Systems, Inc.,
ROBI-Systemtechnik A.G., and Origin Electric Co., Ltd. The Company believes
there are additional opportunities to further integrate its products with those
of other manufacturers.
Provide Comprehensive Customer Service and Support. The Company believes that
providing a high level of service and support has been and will continue to be
a significant factor in its continued success. The Company actively seeks
qualified employees who can provide effective solutions to customer problems.
The Company also exploits its technologies to address customer needs. For
example, Medar's networked welding control systems can be accessed remotely to
provide on-line diagnostic services via modem in the event of product failures.
The Company believes it has a solid understanding of the markets it serves
through close association with its customers. Customer feedback regarding
product performance, desired features and emerging industry trends have helped
the Company maintain its focus on customer needs. The Company plans to
continue expanding its customer support organization.
As part of its business strategy, the Company intends to pursue rapid growth.
This growth strategy will require expanded customer services and support,
increased personnel throughout the Company, expanded operational and financial
systems and the implementation of additional control procedures. There is no
assurance that the Company will be able to attract qualified personnel or
successfully manage expanded operations. Failure to manage growth effectively
could adversely affect the Company's financial condition and results of
operations.
PRODUCTS
Optical Disc Inspection Equipment
The Company markets a full line of inspection systems primarily used to detect
manufacturing defects in various optical storage media, including Audio CDs,
CD-ROM's, CD-R, Digital Video Disc (DVD), Phase Differential (PD), and MO. The
Company's standard inspection systems can detect surface scratches, bubbles,
black specks, pinholes, disc warp, and other imperfections at resolutions down
to 40 microns. In addition, the Company has developed and markets optical disc
inspection systems configured to achieve resolutions down to 20 microns. These
systems satisfy the more demanding tolerances of emerging higher density
optical storage media such as CD-R, DVD and MO. Optical disc inspection
products accounted for 30.9%, 26.0% and 27.9% of the Company's total net sales
in 1995, 1994, and 1993, respectively. The following table summarizes key
features of the Company's optical disc inspection products.
<TABLE>
<CAPTION>
DISC
INSPECTION YEAR FEATURES AND TECHNOLOGY LIST PRICE TARGET APPLICATIONS
PRODUCTS INTRODUCED RANGE
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1100 Series 1986 - 1988 * Defect detection to 40 microns $50,000 - $80,000 * Audio CD
* White light - Linear array * CD-ROM
CD-R 1993 * Defect Detection to 20 microns $114,000 -$120,000 * CD-R
* Laser - Linear array * MO
MD 1993 * Defect detection to 40 microns $99,000-$107,000 * Mini-disc
* White light - Linear array
iNSPECt- 1994 - 1995 * High speed optical disc $60,000-$105,000 * Audio CD
Series inspection
* Multi-channel defect * CD-ROM
* Birefringence * PD
* Lacquer * DVD
* Dark field
</TABLE>
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The Company also offers numerous options for its optical disc inspection
products, including:
Bar Code Reader. Automated reader that prevents mislabeling of batch
manufactured discs by verifying bar codes prior to labeling.
Lacquer Inspection. Verifies uniform application of protective lacquer
coating. This system can also be purchased as a stand-alone system.
Birefringence Inspection. Detects aberrant stresses in plastic substrate
that can cause read errors.
Dark Field Channel. Used to detect low contrast defects.
Software Products
The Company markets a software package, called VisionBlox, which allows system
integrators, OEMs and volume end users to quickly develop powerful and custom
machine vision applications without spending time developing core vision
algorithms. VisionBlox uses standard PC hardware and a frame grabber or vision
processor, while providing a Windows user interface. This product, which was
introduced in February 1996, lists for $9,000, with discounting available for
volume purchases.
Other Products. The Company offers several additional stand-alone optical
inspection systems including:
Printed Label Inspection Systems. High-speed, in-line, matrix-based system
that inspects the printed surface of a disc to verify label quality.
Catalog ID. High-speed, in-line, matrix-based system that reads and
identifies alphanumeric catalog identification codes to prevent
mislabeling.
Disc Counter. Automated off-line linear-based system for counting batch
processed discs.
Birefringence Tester. Detection of birefringence in compact discs.
Resistance Welding Control Systems
The Company markets a full line of resistance welding controls that assure weld
quality and collect data for trend analysis. The Company's products
incorporate a number of common features designed to ensure weld quality,
including: "Automatic Voltage Compensation", which maintains weld heat during
changes in line voltage; "Steppers", which compensate for electrode tip
degradation; and "Dynamic Power Factor Compensation", which optimizes accuracy
in heat control. Resistance welding products accounted for 58.7%, 65.2% and
63.5% of the Company's total net sales in 1995, 1994, and 1993, respectively.
The following table summarizes key features of the Company's resistance welding
products.
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<TABLE>
<CAPTION>
WELDING YEAR LIST PRICE TARGET MARKETS AND APPLICATIONS
CONTROL INTRODUCED FEATURES RANGE
PRODUCTS
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<S> <C> <C> <C> <C>
700 Series 1982 * Fully-Programmable $4,000 - $7,000 * Domestic automotive, appliance
500 Series 1987 * Discrete Input/Output or Optional and aerospace
Level 1 Integration
* Serial Communications
* Network Capable
400 Series 1986 * Fixed Weld Sequence $2,000 - $3,000 * Low-end, discrete
* Discrete Input/Output manufacturing
1000 1990 * Fully-Programmable $5,000 - $11,000 * Domestic automotive
Series * Serial Communications
* Network Capable
* Level 1 Integration or Optional
Discrete Input/Output
3000 1993 * Fully-Programmable $3,000 -$12,000 * Worldwide automotive,
Series * Serial Communications appliance and aerospace
* Network Capable * Resistance welding OEMs
* Level 2 Integration
200 Series 1994 * Fixed Weld Sequence $2,000 - $3,000 * Low-end discrete manufacturing
* Discrete Input/Output
* Resistance welding OEMs
</TABLE>
The Company also offers numerous weld control options, including:
SureWeld Steppers. Software that replaces "fixed steppers",
automatically increasing current to compensate for electrode wear and
adjusting current as needed to compensate for long-term variations in
materials and welding machine characteristics.
Dynamic Squeeze/Closed-Loop Pressure Control. Software and hardware
that monitor welding pressure and initiate a weld based on programmed
pressure conditions, reducing weld cycle times.
Hand-held Terminal ("HHT"). A portable means for programming and
accessing information for any welding control attached to the Company's
serial communications network.
Weld Information Center ("WIC"). Hardware and PC-based graphical
software that link communications between weld controls and customers'
computer systems.
Weld Support System ("WSS"). Communications software for UNIX-based
welding control systems.
Other Products. The Company sells a limited number of butt welding control
systems, used primarily in the manufacture of automotive wheel rims. In
addition, the Company offers a Thermal Force Feedback system that measures and
automatically adjusts for the deflection of electrode arms due to thermal
expansion and contraction during welding. To date, the Company has not sold
any Thermal Force Feedback Systems.
PRODUCT DEVELOPMENT
The markets in which the Company competes are characterized by rapid
technological change. The Company's continued success will depend in large
part upon its ability to develop and successfully introduce new products and
product enhancements. For example, improvements in Audio CD and CD-ROM
manufacturing systems, as well as the introduction of new optical storage
formats such as CD-R and MO, require the Company to continually improve its
optical inspection systems to decrease inspection time. The Company has
devoted and will continue to devote substantial resources to research and
development. There can be no assurance that the Company will be able to
successfully develop, introduce and market new products or enhancements, or
that new products or enhancements will meet the requirements of the marketplace
and achieve market acceptance. If the Company is unable to develop and
introduce new products and enhancements in a timely manner in response to
changing market conditions or
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customer requirements, the Company's results of operations will be materially
and adversely affected. In addition, technological developments have resulted
and may continue to result in the obsolescence of components and subassemblies
the Company holds as inventory.
As of December 31, 1995, the Company employed 121 persons in its engineering
and product development efforts. The Company is continually investigating new
techniques and applications building on its existing technology base and
expertise. For welding controls, the Company's goal is to increase integration
efforts and improve weld quality. For optical inspection, the Company intends
to develop products with higher resolution and decreased inspection cycle
times.
The following table sets forth for the periods indicated certain amounts
relating to the Company's product development activities.
<TABLE>
<CAPTION>
Year Ended December 31
----------------------
1995 1994 1993
---- ---- -----
(in millions)
<S> <C> <C> <C>
Gross engineering expenses $8.0 $5.7 $4.2
Capitalized computer software development costs (3.3) (2.5) (2.0)
Costs directly related to customer orders (1.8) (0.4) (0.7)
Technical sales support expenses (0.8) (0.4) (0.2)
---- ---- ----
Net research and development expense $2.1 $2.4 $1.3
==== ==== ====
Amortization of capitalized computer software
development costs $2.3 $1.6 $1.2
==== ==== ====
</TABLE>
The Company's product development efforts have resulted in numerous technical
achievements. Recent innovations include:
-Introduction of a new generation of the iNSPECt series of optical
inspection systems which inspect compact discs at high speeds;
-Development of the Thermal Force Feedback System, which monitors the
expansion of parts as they are welded to determine when a high-quality
weld has been formed;
-Continued development of a "weld kernel", resulting in significantly
reduced manufacturing and service costs and faster product design cycles;
-Development of VisionBlox, a rapid application development tool for
machine vision applications; and
-Development of an optical disc inspection system which meets
specifications that allow the Company continued access to the European
Common Market.
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The Company is developing a distributed processing scheme for high-performance
optical disc inspection based on multiple cameras, networked microprocessors
and graphical user interface software. Management believes this approach will
result in higher resolutions, lower inspection cycle times and reduced
manufacturing costs. In addition, the Company is developing a gauging system
that combines the Gauging Software with its existing gauging sensors in order
to provide an advanced, non-contact gauging system.
SALES AND MARKETING; CUSTOMERS
As of December 31, 1995 the Company employed a full-time direct sales force of
40 persons, 23 of whom were located at Medar headquarters in Farmington Hills,
Michigan, 6 at Integral, 3 at Medar Canada, and 8 at AID. The Company markets
its products to both end-users and OEMs, and utilizes agents for the
distribution of its products in Europe, Asia and Mexico. The Company
integrates its welding control and optical inspection products with other
manufacturers' factory automation systems. Management believes this approach
allows the Company to leverage the sales and marketing capabilities of
equipment manufacturers such as Allen-Bradley Company, Inc., ABB Robotics,
Inc., ROBI-Systemtechnik A.G., Origin Electric Co., Ltd., and Toolex Alpha.
The Company participates in approximately 20 trade shows each year and
regularly advertises in various trade magazines.
Pricing for the Company's products generally is determined by competitive
bidding followed by negotiations with the client. Pricing for the Company's
systems is based on features, system configuration and the customer's volume
requirements. The Company generally provides a one-year warranty for all
products sold. For sales to OEMs and agents, the Company offers discounts from
list pricing.
For the years ended December 31, 1995, 1994 and 1993, sales to Chrysler
Corporation accounted for approximately 9%, 14% and 29%, respectively, of the
Company's net sales. Sales to General Motors Corporation for the same periods
accounted for approximately 21%, 23% and 11% of net sales, respectively. At
December 31, 1995, approximately 62% and 4% of the Company's backlog was
attributable to GM and Chrysler, respectively. The loss of either of these
customers or cancellation of orders by them could have a material adverse
effect on the Company's results of operations. The Company anticipates that in
the near term it will continue to be dependent upon certain large customers for
a significant portion of its revenues.
Because a significant portion of the Company's resistance welding controls
sales are to domestic automotive manufacturers, the cyclical nature of the U.S.
automotive industry significantly affects the Company's revenues and operating
results. The Company's dependence on a few large customers in its resistance
welding business, together with its reliance on large orders, have also
contributed to the variability of the Company's operating results. In the past,
downturns in the U.S. automotive industry have negatively affected the
Company's resistance welding control sales, most recently in 1990. There can
be no assurance that the Company will not be affected by future downturns in
the U.S. automotive manufacturing industry.
Export sales accounted for 21%, 27% and 21% of the Company's net sales in 1995,
1994 and 1993, respectively. The Company expects that such sales will continue
to represent a significant percentage of its net sales. In addition, the
Company conducts sales and service operations for its welding control products
in Canada through a wholly-owned Canadian subsidiary and in 1994 entered into a
joint venture agreement with Shanghai Electric Welding Machine Works for
production of resistance welding control equipment in China. Non-U.S. sales
involve a number of risks, including fluctuations in exchange rates, changes in
trade policies, tariff regulations and changes in governments. Most of the
Company's international sales are denominated in U.S. dollars, although
Integral generally quotes sales in Pounds Sterling, Canadian sales are quoted
in Canadian dollars and Japanese sales of optical inspection equipment are
quoted in yen. For certain non-U.S. sales, the Company markets and sells its
products through independent sales representatives in Western Europe, Asia and
Latin America. The loss of a key foreign sales agent or OEM could have a
material adverse effect on the Company's non-U.S. sales and, accordingly, the
Company's results of operations.
See Note J to the Consolidated Financial Statements (Item 8) for details of
geographic area information.
Page 11
<PAGE> 12
COMPETITION
The markets for microprocessor-based manufacturing control and optical
inspection equipment are highly competitive. For welding controls, the
Company's primary competitors include Weltronic Company, Robotron Corporation,
Robert Bosch GmbH, and Square D Company. To a lesser extent, the Company also
competes with, among others, Dengensha America Corp./Dengensha Mfg. Co., Ltd.,
Nadex Co., Ltd./Nagoya Dengensha Co., Ltd. and Miyachi Technos Corporation.
The Company believes competition for welding controls is based primarily upon
price, performance, technical expertise, customer support and durability. For
optical inspection, the Company's primary competitors are Dr. Schenk GmbH and
Basler GmbH. The Company believes the principal competitive factors for
optical inspection are quality, price, cycle times, and features. While the
Company believes it currently competes favorably with respect to the above
factors, there can be no assurance that it will be able to continue to do so or
that competition will not have a material adverse effect on the Company's
results of operations and financial condition. While the Company may face
competition from additional sources in all aspects of its business, the Company
believes that competition in the optical disc inspection industry in particular
may intensify, and that companies with significantly greater technical,
financial and marketing resources than the Company may enter its markets.
MANUFACTURING AND SUPPLIERS
The Company manufactures its products primarily at its headquarters in
Farmington Hills, Michigan. Manufacturing consists primarily of assembling
components and subassemblies purchased from suppliers into finished products.
The Company also utilizes outside vendors to manufacture certain subassemblies
and finished products. All products are tested for functionality before
shipment. The Company's products are assembled primarily with standard
electrical and electronic components and hardware.
The Company designs printed circuit boards for its hardware products as needed.
In most cases, the Company purchases components for circuit boards directly and
forwards them to outside contractors for assembly, although in certain limited
circumstances, the Company performs in-house circuit board assembly.
The Company generally does not rely on a single source for parts or
subassemblies, unless design alternatives exist that permit use of other parts
should single source supply be interrupted. Certain of the components and
subassemblies included in the Company's products may be obtained from a limited
number of suppliers. Although the Company believes it will be able to develop
alternative sources for any of the components used in its products, significant
delays or interruptions in the delivery of components by suppliers or
difficulties or delays in shifting manufacturing capacity to new suppliers
could have a material adverse effect on the Company.
BACKLOG
As of December 31, 1995, the Company had an order backlog of approximately
$12.9 million, compared to approximately $7.9 million as of December 31, 1994.
The Company's dependence on a few large customers in its resistance welding
business, together with its reliance on large orders, have contributed to
variability in the Company's backlog. For the years 1995, 1994 and 1993,
approximately 9%, 14% and 29%, respectively, of the Company's net sales were
attributable to sales to Chrysler Corporation ("Chrysler") and approximately
21%, 23% and 11%, respectively, were attributable to sales to General Motors
Corporation ("GM"). At December 31, 1995 and 1994, approximately 62% and 34%,
respectively, of the Company's backlog was attributable to GM and approximately
4% and 5%, respectively, of the Company's backlog was attributable to Chrysler.
The loss of either of these customers or cancellation of orders by them could
have a material adverse effect on the Company's results of operations. The
Company anticipates that in the near term it will continue to be dependent upon
certain large customers for a significant portion of its revenues. The
Company's production schedule is generally based on a combination of sales
forecasts and the receipt of specific customer orders, and typically no advance
or progress payments are required from customers unless the system ordered
includes custom features. Purchase orders are generally cancelable, although
the company may assess penalties. The Company expects to be able to ship
products representing all of this backlog before the end of the current fiscal
year, although there is no assurance that the Company will be able to do so.
The amount of backlog at any date does not necessarily indicate revenues in any
future period.
Page 12
<PAGE> 13
PATENTS AND PROPRIETARY RIGHTS
The Company believes that technology incorporated in its resistance welding
control and optical inspection products give it advantages over its competitors
and prospective competitors. The Company attempts to protect its technology
through a combination of patents, confidentiality agreements and trade secrets.
The Company has nine U.S. patents on technology involved in its resistance
welding controls as well as one patent application pending in the U.S., two in
Germany, and two in Japan. In addition, one more welding related patent
application has been allowed in the U.S. and simply awaits final action by the
patent office. The Company also has a U.S. patent application pending on
technology relating to the Company's optical inspection equipment. AID has a
license to use certain patents originally developed by Owens-Illinois, Inc.
relating to optical inspection technology and the Company is seeking a license
as to certain other patents for use in gauging products under development.
Medar is also the owner of all rights to two patents purchased from Chesapeake
Laser Systems, Inc. which relate to optical inspection technology.
Generally, the Company has not applied for patent protection of the software
components of its products. There can be no assurance that any patents applied
for will be granted or that patents the Company holds will be considered valid
if challenged or sufficiently broad to protect the proprietary nature of the
Company's technology. In addition, the software technology of the Company's
products is advancing so quickly that in the 2-3 years it takes to get a patent
issued in the U.S. and the up to ten years in some foreign countries, the
technology becomes obsolete before the patent issues.
The Company also relies on trade secrets and proprietary know-how that it seeks
to protect through confidentiality agreements with certain employees and
suppliers and has established procedures to maintain confidentiality of
sensitive information. There can be no assurance that confidentiality
agreements will not be breached, that the Company would have adequate remedies
for any breach, or that others will not develop substantially equivalent
technology and techniques or otherwise gain access to the Company's trade
secrets. In addition, the laws of foreign countries may not protect the
Company's proprietary rights to its technology, including patent rights, to the
same extent as the laws of the U.S.
Although the Company believes it has independently developed its technology and
attempts to assure that its products do not infringe the proprietary rights of
others, if infringement were proven, there can be no assurance that the Company
could obtain necessary licenses on terms and conditions that would not have an
adverse affect on the Company. In the event of a dispute concerning the
Company's technology, including an alleged infringement by a competitor,
litigation could become necessary. Adverse findings in any proceeding could
subject the Company to liability to third parties, require the Company to seek
licenses from third parties, or otherwise adversely affect the Company's
ability to manufacture and sell affected products.
In July 1995, the Company settled its patent litigation with Square D Company.
The terms of the settlement provide for a cross licensing agreement on all
single phase welding patents held by either company.
See Note I to the Consolidated Financial Statements (Item 8) for further
discussion of settlement of patent litigation.
ENVIRONMENTAL COMPLIANCE
The costs to the Company of complying with federal, state and local provisions
regulating protection of the environment are not material.
EMPLOYEES
As of February 29, 1996, the Company had approximately 325 permanent employees,
as compared to 214 at February 28, 1995 and 182 at February 28, 1994. The
Company also engages a limited number of contract workers, primarily for
assembly operations, the number of which varies, depending upon production
requirements. None of the Company's employees is represented by a labor union.
Page 13
<PAGE> 14
The continued success of the Company is dependent in large part on certain key
management and technical personnel, the loss of one or more of whom could
adversely affect the Company's business. In particular, the Company relies
upon the services and expertise of its President, Charles J. Drake, and its
product development and engineering staff. The Company maintains a key man
life insurance policy on Mr. Drake in the amount of $1.0 million. The Company
believes that its future success will depend significantly upon its ability to
attract, retain and motivate skilled technical, sales and management employees.
The Company could encounter competition for these personnel.
Page 14
<PAGE> 15
ITEM 2. PROPERTIES
Manufacturing, engineering and administrative functions of Medar are performed
at two facilities owned by the Company in Farmington Hills, Michigan which
total approximately 100,000 square feet. In addition, Medar leases
approximately 7,000 square feet of warehouse space in another location in
Farmington Hills, Michigan with a lease which expires in less than one year.
Accounting and administrative functions of Medar Canada, Ltd. and AID are
consolidated at the Company's corporate facility. Integral leases two
facilities located in Bedford, United Kingdom approximating 5,000 square feet
each to perform manufacturing, engineering and administrative functions. These
leases expire through 2015. Sales and service functions principally for
Canadian sales are performed at Medar Canada, Ltd., which currently leases a
4,000 square foot facility with a lease term expiring within a year in Oshawa,
Ontario, Canada. AID currently utilizes an 11,000 square foot leased facility
in Toledo, Ohio for sales, engineering and service activities. The Company
anticipates moving out of this facility during the second quarter of 1996 and
performing these activities in the Farmington Hills locations in the future.
The AID lease will be terminated without further charge upon the Company's
abandonment of the facility.
The Company believes its facilities are suitable for their respective
activities. Although the Company believes its facilities are adequate for its
current operations, the Company may require additional space as operations
expand. The Company believes that adequate space at reasonable terms is
readily available in each of the areas in which the Company may seek to expand.
ITEM 3. LEGAL PROCEEDINGS
The Company is not currently involved in any material litigation. See the
Notes to the Consolidated Financial Statements (Item 8) for a discussion of
settlement of patent litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Page 15
<PAGE> 16
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock is traded on the over-the-counter market (NASDAQ) as
a National Market Issue under the symbol MDXR. As of February 29, 1996, there
were approximately 4,000 stockholders of the Company including individual
participants in security position listings.
The table below shows the high and low sales prices for the Company's common
stock for each quarter in the past two years. The closing sales price for the
Company's common stock on February 29, 1996 was $8 1/16 per share.
<TABLE>
<CAPTION>
Mar 31 Jun 30 Sept 30 Dec 31
------ ------ ------- ------
<S> <C> <C> <C> <C>
1995
----
High $16 1/2 $11 1/2 $14 3/8 $11 3/4
Low 8 1/2 6 3/4 9 1/8 7 5/8
1994
----
High $16 3/4 $14 1/2 $13 1/8 $14 1/4
Low 10 1/4 10 3/4 9 11 3/4
</TABLE>
The market for securities of small market-capitalization companies has been
highly volatile in recent years, often for reasons unrelated to a company's
results of operations. Management believes that factors such as quarterly
fluctuations in financial results, changes in the automotive, audio
electronics, and optical storage media industries, sales of common stock by
existing shareholders and substantial product orders may contribute to the
volatility of the price of the Company's common stock. General economic trends
such as recessionary cycles and changing interest rates may also adversely
affect the market price of the Company's Common Stock.
The Company has never paid a dividend and does not anticipate doing so in the
foreseeable future. The Company expects to retain earnings to finance the
expansion and development of business.
Page 16
<PAGE> 17
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
---------------------------------------------------------------------
(In thousands, except per share data)
1995 1994 1993 1992 1991
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net sales $ 39,771 $40,218 $28,694 $20,981 $18,161
Gross margin 9,655 13,451 10,416 7,711 6,404
Earnings (loss) before
extraordinary credit
extraordinary credit (11,583) 3,688 3,300 1,344 638
Extraordinary credit* 735.00 370.00
Net earnings (loss) (11,583) 3,688 3,300 2,079 1,008
Earnings (loss) per share:
Before extraordinary credit $ (1.33) $ 0.43 $ 0.44 $ 0.19 $ 0.09
Extraordinary credit 0.10 0.06
Net earnings (loss) per share (1.33) 0.43 0.44 0.29 0.15
Weighted average shares 8,692 8,524 7,529 7,251 6,589
</TABLE>
* Tax benefit resulting from utilization of net operating loss carryforward.
<TABLE>
<CAPTION>
DECEMBER 31
---------------------------------------------------------------------
(In thousands)
1995 1994 1993 1992 1991
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Working capital $18,676 $23,459 $14,015 $ 6,245 $ 4,885
Total assets 44,723 43,523 29,109 22,015 18,182
Long-term debt,
including current portion 16,437 2,444 8,451 1,932 4,934
Stockholders' equity 22,767 34,001 16,087 12,416 7,075
</TABLE>
The above selected financial data should be read in conjunction with
consolidated financial statements, including the notes thereto (Item 8) and
Management's Discussion and Analysis of Financial Condition and Results of
Operations (Item 7). The Company has never paid a dividend and does not
anticipate doing so in the foreseeable future. The Company expects to retain
earnings to finance the expansion and development of business.
Page 17
<PAGE> 18
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
Medar develops, manufactures and markets microprocessor-based process
monitoring and control products for use in industrial manufacturing
environments. The Company's revenues are primarily derived from the sale of
optical inspection equipment and resistance welding controls. Optical
inspection equipment is principally sold to suppliers of audio compact disc
("Audio CD") and compact disc-read only memory ("CD-ROM") manufacturing
equipment. Resistance welding control products are currently marketed
primarily to automobile manufacturers and suppliers of industrial automation
equipment. For the years of 1995, 1994 and 1993, approximately 9%, 14% and
29%, respectively, of the Company's net sales were attributable to sales to
Chrysler Corporation and approximately 21%, 23% and 11%, respectively, of the
Company's net sales were attributable to General Motors Corporation. The
Company began manufacturing resistance welding controls in the early 1970s. In
March of 1987, the Company acquired 80% of Integral Vision-AID, Inc. ("AID"),
formerly Automatic Inspection Devices, Inc., a manufacturer of optical
inspection equipment, from Owens-Illinois, Inc. The Company acquired the
remaining 20% in October of 1991.
The Company typically manufactures and sells its products subject to customer
specifications. For most orders, revenue is recognized upon shipment. For
orders that are considered long-term contracts under applicable accounting
standards, revenue is recognized using the percentage-of-completion method.
Long-term contracts include a relatively high engineering content. For such
long-term contracts, customers generally are not billed and payment is not
received until products are shipped. Revenues recognized on long-term
contracts in excess of amounts billed to customers are classified as current
assets, as these contracts are expected to be completed within one year.
Most of the Company's international sales are denominated in U.S. dollars,
although Integral generally quotes sales in Pounds Sterling, Canadian welding
sales are quoted in Canadian dollars and Japanese sales of optical inspection
equipment are quoted in yen. The impact of foreign currency fluctuations has
historically not been significant. For additional information on export sales,
see Note J to the Consolidated Financial Statements.
The markets in which the Company competes are technologically advanced and
highly competitive. Accordingly, the Company's continued success requires
substantial research and development expenditures. While developing new
products, the Company attempts to be cognizant of inventory currently in its
possession in order to help mitigate inventory becoming obsolete. Software
development expenditures that are not chargeable to specific customer orders
are expensed as research and development until technical feasibility is
established. Thereafter, such expenditures are capitalized, reflected as other
assets at the lower of cost or net realizable value, and amortized over the
shorter of the remaining estimated economic life of the related products or
five years. Capitalized software development costs were $3.3 million, $2.5
million and $2.1 million in 1995, 1994 and 1993, respectively. Amortization of
capitalized software included in cost of sales was $2.3 million, $1.6 million
and $1.2 million in 1995, 1994 and 1993, respectively. Engineering and
development expenditures relating to certain orders are incorporated in the
price charged to customers and are reflected in cost of sales. Those costs
were $1.8 million, $0.4 million and $0.7 million in 1995, 1994 and 1993,
respectively. The Company expects to continue its commitment to research and
development in the future.
In February 1995, the Company acquired 100% of the common stock and preference
shares of Integral Vision Ltd. (Integral), an English corporation, for 654,282
previously unissued shares of Medar, Inc. common stock. Integral is a machine
vision company which develops and manufactures solutions for OEMs and
end-users. See Note B to the Consolidated Financial Statements (Item 8) for
further information.
Page 18
<PAGE> 19
RESULTS OF OPERATIONS
The following table sets forth for the periods indicated certain items from the
Company's Statements of Operations as a percentage of net sales. Years ended
December 31, 1994 and 1993 have been restated to reflect the effect of the
pooling with Integral Vision Ltd. The impact of inflation for the periods
presented was not significant.
<TABLE>
<CAPTION>
1995 1994 1993
- ---------------------------------------------------------------------------------------------------------
Year ended December 31
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales 100.0% 100.0% 100.0%
Cost of sales 75.7 66.6 63.7
- ---------------------------------------------------------------------------------------------------------
Gross margin 24.3 33.4 36.3
Marketing expense 12.6 9.5 11.1
General and administrative expense 8.6 6.8 7.1
Research and development expense 5.2 5.9 4.4
Patent litigation costs 13.7 1.6
Excess product quality, warranty and other costs 12.3
- ---------------------------------------------------------------------------------------------------------
52.4 23.8 22.6
- ---------------------------------------------------------------------------------------------------------
Earnings (loss) from operations (28.1) 9.6 13.7
Interest:
Expense 1.5 0.6 1.8
Income (0.2) (0.5)
- ---------------------------------------------------------------------------------------------------------
1.3 0.1 1.8
- ---------------------------------------------------------------------------------------------------------
Earnings (loss) before income taxes and extraordinary
credit (29.4) 9.5 11.9
Provision (credit) for income taxes (0.3) 0.3 0.4
- ---------------------------------------------------------------------------------------------------------
Net earnings (loss) (29.1%) 9.2% 11.5%
=========================================================================================================
</TABLE>
YEAR ENDED DECEMBER 31, 1995, COMPARED TO DECEMBER 31, 1994
Net sales remained relatively the same in 1995 when compared to 1994. This was
a result of an increase in sales volume of vision products being offset by a
decrease in sales volume of welding products. The increase in vision sales was
comprised of an increase in shipments of the Company's optical disc inspection
system and related equipment. The decrease in welding sales was due to a
decrease in sales to the Company's two largest customers.
Cost of sales increased to $30.1 million from $26.8 million and as a percentage
of net sales to 75.7% from 66.6%. The increase is due to after-sale costs,
manufacturing inefficiencies and higher levels of overhead which were added in
anticipation of higher sales volume, and in some lines, more competitive
pricing of products.
Marketing expense increased to $5.0 million from $3.8 million and as a
percentage of net sales to 12.6% from 9.5%. The increase was primarily the
result of allocating more resources to market and promote newer vision
products. One of the primary new products being marketed is VisionBlox, a
rapid application development tool for machine vision applications.
General and administrative expense increased to $3.4 million from $2.7 million
and as a percentage of net sales to 8.6% from 6.8%. The increase was due to
additional costs associated with the acquisition of the Company's U.K.
subsidiary, and an increase in the Company's infrastructure.
Page 19
<PAGE> 20
YEAR ENDED DECEMBER 31, 1995, COMPARED TO DECEMBER 31, 1994 (CONT)
Research and development expense decreased to $2.1 million from $2.4 million
and as a percentage of net sales to 5.2% from 5.9%. The decrease resulted from
engineering resources which were directed towards resolving manufacturing
issues in two of the Company's new product lines which were introduced over the
past two years.
Patent litigation costs increased to $5.5 million from $0.7 million and as a
percentage of net sales to 13.7% from 1.6%. The increase was the result of the
settlement with Square D Company related to the use of technology in prior
years as well as legal and other costs to defend the case. The Company, in
addition, will make yearly payments related to the use of future technology in
accordance with the cross license agreement which was part of the settlement.
Excess product quality, warranty and other costs relate to costs incurred in
connection with after-sale and other costs experienced with recent product
introductions. These accounts receivable, inventory, warranty and other costs,
while not all directly related to the fourth quarter of 1995, were identified
at such time, following an extensive review of these areas.
Interest expense increased to $0.6 million from $0.3 million and as a
percentage of net sales to 1.5% from 0.6%. The increase was due to additional
borrowings associated with the revolving note payable to bank, the patent
license payable and an additional term note related to the addition of a new
building to add capacity. The increase in the revolving note was principally
the result of the net loss incurred in 1995.
The credit for income taxes in 1995 was due to the net loss experienced in
1995. There was income tax expense in 1994 due to the profitability during
that year.
YEAR ENDED DECEMBER 31, 1994, COMPARED TO DECEMBER 31, 1993
Net sales increased $11.5 million (40.2%) to $40.2 million in 1994 from $28.7
million in 1993. The majority of the increase was due to higher volume of
resistance welding control sales, primarily as a result of the continuation of
retooling programs for new automobile body styles introduced by General Motors
Corporation and Chrysler Corporation. Sales of optical inspection products
also increased in 1994 from 1993 as the introduction of an advanced optical
inspection system for detection of smaller defects at higher speeds generated
additional sales volumes. The Company's U.K. subsidiary also experienced an
increase in sales volume of vision equipment.
Cost of sales increased to $26.8 million from $18.3 million and as a percentage
of net sales to 66.6% from 63.7%. One of the reasons for the increase was due
to more competitive pricing of product sold to the automotive industry. In
addition, the Company sold certain products at lower margin percentages in
order to increase volume and incurred additional costs upon introduction of new
vision and welding products.
Marketing expense increased to $3.8 million from $3.2 million, but decreased as
a percentage of net sales to 9.5% from $11.1%. The increase is a result of
committing additional resources to support the higher sales volume.
General and administrative expense increased to $2.7 million from $2.0 million,
but decreased as a percentage of net sales to $6.8% from $7.1%. The major
reasons for this increase were an increase in bad debt expense, stockholder
relation costs and additional costs to support the growth of the Company's U.K.
subsidiary.
Research and development expense increased to $2.4 million from $1.3 million
and as a percentage of net sales to 5.9% from 4.4%. The increase resulted from
continued development of new products and the enhancement of existing products.
The patent litigation costs in 1994 primarily relate to legal fees incurred to
defend the Company in a patent litigation suit.
Interest expense decreased to $0.3 million from $0.5 million and as a
percentage of net sales to 0.6% from 1.8%.
Page 20
<PAGE> 21
YEAR ENDED DECEMBER 31, 1994, COMPARED TO DECEMBER 31, 1993 (CONT)
The decrease is the result of gains realized upon the sale of interest rate
swaps and the elimination of a portion of interest expense upon paying off the
Company's revolving credit note with stock offering proceeds from the sale of
1,300,000 shares of the Company's common stock to the public effective May 24,
1994.
Interest income in 1994 was generated from the investment of the stock offering
proceeds not utilized to pay off debt.
QUARTERLY INFORMATION
The following table sets forth consolidated statements of operations data for
each of the eight quarters in the two year period ended December 31, 1995.
1994 data has been restated to include the effect of the pooling with Integral
Vision, Ltd. The unaudited quarterly information has been prepared on the same
basis as the annual information and, in management's opinion, includes all
adjustments necessary for a fair presentation of the information for the
quarters presented.
<TABLE>
<CAPTION>
1995 1994
-----------------------------------------------------------------------------------------------------------
Quarter Ended
-----------------------------------------------------------------------------------------------------------
DEC 31 SEP 30 JUN 30 MAR 31 Dec 31 Sep 30 Jun 30 Mar 31
-----------------------------------------------------------------------------------------------------------
(in thousands, except per share data)
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales $7,441 $9,777 $11,194 $11,359 $9,464 $10,838 $10,666 $9,250
Gross margin 109 2,091 3,790 3,665 2,673 4,187 3,516 3,075
Net earnings (loss) (8,788) (649) (2,293) 147 203 1,412 1,115 958
============================================================================================================
Net earnings (loss) per
share $(1.01) $(.07) $(.26) $ .02 $ .02 $ .16 $ .13 $ .12
============================================================================================================
</TABLE>
SEASONALITY AND QUARTERLY FLUCTUATIONS
The Company's sales and operating results have varied substantially from
quarter to quarter. Net sales and earnings are typically lower in the fourth
and first quarters. The most significant factors affecting these fluctuations
are the seasonal buying patterns of the Company's customers. The principal
customers for the Company's resistance welding control products traditionally
make purchases in connection with re-tooling for new automobile body styles
and tend to purchase the Company's equipment in the second and third quarters.
The end users of the Company's optical inspection products typically add
manufacturing capacity in the second and third quarters in anticipation of
higher production requirements in the fourth quarter resulting in a higher
level of sales for the Company. The Company expects its net sales and earnings
to continue to fluctuate from quarter to quarter.
LIQUIDITY AND CAPITAL RESOURCES
The Company has a revolving note payable to its bank with a maximum balance of
$10 million. This note expires August 10, 1997 and has advances which bear
interest at the bank's prime rate or a choice of other rates made available
under terms of the agreement. The availability on this note at December 31,
1995 was $0.2 million. As of March 29, 1996, the Company has negotiated an
amendment to its revolving note payable which provides for advances of up to
$16 million based on certain percentages of eligible accounts receivable and
inventory. The amendment also changed certain financial covenants of the
agreement. Accounts receivable and inventory are specifically collateralized
under the terms of the amendment and the Company may borrow only at the prime
rate.
The Company utilized proceeds from long-term debt borrowings, the sale of
short-term investments and the decrease in accounts receivable to fund the net
loss experienced in 1995, the purchase of property and equipment and the
investment in capitalized software. A significant portion of the purchase of
property and equipment relates to the acquisition of an additional building to
give the Company additional capacity. Accounts receivable decreased due to
decreased invoicing activity at the end of 1995. The Company believes
increased invoicing in the future will not increase accounts receivable to
prior levels (as a percentage of net sales) as a result of closer management.
Page 21
<PAGE> 22
LIQUIDITY AND CAPITAL RESOURCES (CONT)
The increase in patents primarily relates to the cross license agreement which
was part of the patent litigation settlement finalized in 1995. There is also
a component of debt which was set up to reflect future payments to be made
under this agreement.
The Company believes that current financial resources (working capital and its
ability to obtain additional financing, if needed), together with cash
generated from operations, will be adequate to meet cash needs through 1996.
No significant commitments for capital expenditures existed as of December 31,
1995. The Company expects to capitalize approximately $3,000,000 of software
development costs in 1996 and has no other plans for any significant capital
expenditures.
Page 22
<PAGE> 23
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements and quarterly results of operations are submitted in
separate sections of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
Page 23
<PAGE> 24
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information contained in the Medar, Inc. proxy statement (to be filed
within 120 days of December 31, 1995), with respect to directors and executive
officers of the Company, is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information contained in the Medar, Inc. proxy statement (to be filed
within 120 days of December 31, 1995), with respect to directors and executive
officers of the Company, is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information contained in the Medar, Inc. proxy statement (to be filed
within 120 days of December 31, 1995), with respect to directors and executive
officers of the Company, is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information contained in the Medar, Inc. proxy statement (to be filed
within 120 days of December 31, 1995), with respect to directors and executive
officers of the Company, is incorporated herein by reference.
Page 24
<PAGE> 25
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) and (2) The response to this portion of Item 14 is submitted as a
(3) separate section of this report. Listing of Exhibits
Exhibit
Number Description of Document
- ------- -----------------------
2.1 Stock Purchase Agreement of Integral Vision effective
January 1, 1995 (filed as Exhibit 2.1 to the
registrant's Form 8-K dated March 2, 1995, SEC file 0-12728,
and incorporated herein by reference).
2.2 Stock Purchase Agreement for Preference Shares of Integral
Vision effective January 1, 1995 (filed as Exhibit 2.2
to the registrant's Form 8-K dated March 2, 1995, SEC file
0-12728, and incorporated herein by reference).
3.1 Articles of Incorporation, as amended.
3.2 Bylaws of the Registrant, as amended (filed as Exhibit 3.1
to the registrant's Form 10-K for the year ended
December 31, 1994, SEC file 0-12728, and incorporated herein
by reference).
10.1 Incentive Stock Option Plan of the Registrant as amended
(filed as Exhibit 10.4 to the registrant's Form S-1
Registration Statement effective July 2, 1985, SEC File
2-98085, and incorporated herein by reference).
10.2 Second Incentive Stock Option Plan (filed as Exhibit 10.2 to
the registrant's Form 10-K for the year ended December
31, 1992, SEC File 0-12728, and incorporated herein by
reference).
10.3 Amendment to Medar, Inc. Incentive Stock Option Plan dated
May 10, 1993 (filed as Exhibit 10.3 to the registrant's
Form 10-K for the year ended December 31, 1993, SEC File
0-12728, and incorporated herein by reference).
10.4 Non-qualified Stock Option Plan (filed as Exhibit 10.3 to
the registrant's Form 10-K for the year ended December
31, 1992, SEC File 0-12728, and incorporated herein by
reference).
10.5 Medar, Inc. Employee Stock Option Plan (filed as Exhibit
10.5 to the registrant's Form 10-Q for the quarter ended
September 30, 1995, SEC file 0-12728, and incorporated herein
by reference).
10.6 Form of Confidentiality and Non-Compete Agreement Between
the Registrant and its Employees (filed as Exhibit 10.4
to the registrant's Form 10-K for the year ended December 31,
1992, SEC File 0-12728, and incorporated herein by
reference).
10.7 Contract between Shanghai Electric Welding Machine Works,
Medar, Inc. and Lida U.S.A. dated August 30, 1993,
related to joint venture agreement (both the original Chinese
version and the English translation) (filed as Exhibit 10.7
to the registrant's Form 10-K for the year ended December 31,
1993, SEC File 0-12728, and incorporated herein by
reference).
10.8 Asset Purchase Agreement between Medar, Inc. and Air Gage
Company dated February 28, 1994 (filed as Exhibit 10.8
to the registrant's Form 10-K for the year ended December 31,
1993, SEC File 0-12728, and incorporated herein by
reference).
Page 25
<PAGE> 26
10.9* License Agreement number 9303-004 between Medar, Inc. and
Allen-Bradley Company, Inc. dated April 12, 1993 (filed
as Exhibit 10.9 to the registrant's Form 10-K for the year
ended December 31, 1993, SEC File 0-12728, and incorporated
herein by reference).
10.10* License Agreement number 9304-009 between Medar, Inc. and
Allen-Bradley Company, Inc. dated May 10, 1993 (filed as
Exhibit 10.10 to the registrant's Form 10-K for the year
ended December 31, 1993, SEC File 0-12728, and incorporated
herein by reference).
10.11 Agreement by and between Medar, Inc. and ABB Robotics, Inc.
dated December 1992 regarding joint development to integrate
a weld controller into the S3 robot control (filed as
Exhibit 10.11 to the registrant's Form 10-K for the year
ended December 31, 1993, SEC File 0-12728, and incorporated
herein by reference).
10.12 1993 Incentive Program (filed as Exhibit 10.14 to the
registrant's Form 10-K for the year ended December 31, 1993,
SEC File 0-12728, and incorporated herein by reference).
10.13 1994 Incentive Program (filed as Exhibit 10.12 to the
registrant's Form 10-K for the year ended December 31,
1994, SEC file 0-12728, and incorporated herein by
reference).
10.14 Term Note dated June 29, 1993 by and between Medar, Inc. and
NBD Bank, N.A. (filed as Exhibit 4.2 to the Registrant's
Form 10-Q for the quarter ended June 30, 1993, SEC File
0-12728, and incorporated herein by reference).
10.15 Amended and Restated Mortgage and Security Agreement dated
June 29, 1993 by and between Medar, Inc. and NBD Bank,
N.A. (filed as Exhibit 4.5 to the registrant's Form 10-K for
the year ended December 31, 1993, SEC File 0-12728, and
incorporated herein by reference).
10.16 Revolving Credit and Loan Agreement dated August 10, 1995 by
and between Medar, Inc., Automatic Inspection Devices,
Inc. and Integral Vision, Ltd. and NBD Bank (filed as Exhibit
10.1 to the registrant's Form 10-Q for the quarter ended June
30, 1995, SEC File 0-12728, and incorporated herein by
reference).
10.17 Amendment No. 2 to Loan and Credit Agreement and Term Note
dated August 10, 1995 by and between Medar, Inc.,
Automatic Inspection Devices, Inc. and NBD Bank (filed as
Exhibit 10.2 to the registrant's Form 10-Q for the quarter
ended June 30, 1995, SEC File 0-12728, and incorporated
herein by reference).
10.18 First Amendment to Revolving Credit and Loan Agreement dated
October 12, 1995, by and between Medar ,Inc., Automatic
Inspection Devices, Inc. and Integral Vision, Ltd. and NBD
Bank (filed as Exhibit 10.18 to the registrant's Form 10-Q
for the quarter ended September 30, 1995, SEC File 0-12728,
and incorporated herein by reference).
10.19 Second Amended and Restated Revolving Note dated October 12,
1995, by and between Medar, Inc., Automatic Inspection
Devices, Inc. and Integral Vision, Ltd. and NBD Bank (filed
as Exhibit 10.19 to the registrant's Form 10-Q for the
quarter ended September 30, 1995, SEC File 0-12728, and
incorporated herein by reference).
10.20 Second Amendment to Revolving Credit and Loan Agreement
dated October 31, 1995, by and between Medar ,Inc.,
Automatic Inspection Devices, Inc. and Integral Vision, Ltd.
and NBD Bank (filed as Exhibit 10.20 to the registrant's Form
10-Q for the quarter ended September 30, 1995, SEC File
0-12728, and incorporated herein by reference).
Page 26
<PAGE> 27
10.21 Mortgage dated October 31, 1995 by and between Medar, Inc.
and NBD Bank (filed as Exhibit 10.21 to the registrant's
Form 10-Q for the quarter ended September 30, 1995, SEC File
0-12728, and incorporated herein by reference).
10.22 Installment Business Loan Note dated October 31, 1995, by
and between Medar, Inc. and NBD Bank (filed as Exhibit
10.22 to the registrant's Form 10-Q for the quarter ended
September 30, 1995, SEC File 0-12728, and incorporated herein
by reference).
10.23 Guarantee and Postponement of Claim dated August 10, 1995
between Medar Canada, Ltd. and NBD Bank (filed as
Exhibit 10.23 to the registrant's Form 10-Q for the quarter
ended September 30, 1995, SEC File 0-12728, and incorporated
herein by reference).
10.24* Patent License Agreement dated October 4, 1995 by and
between Medar, Inc. and Square D Company (filed as
Exhibit 10.24 to the registrant's Form 10-Q for the quarter
ended September 30, 1995, SEC File 0-12728, and incorporated
herein by reference).
11 Calculation of Earnings per Share.
21 Subsidiaries of the Registrant.
23 Consent of Independent Accountants.
27 Financial Data Schedule
(b) There were no reports on Form 8-K filed in the quarter
ended December 31, 1995.
(c) Exhibits - The response to this portion of Item 14 is
submitted as a separate section of this report.
(d) Financial Statement Schedules - The response to this portion
of Item 14 is submitted as a separate section of this
report.
* The Company has been granted confidential treatment
with respect to certain portions of this exhibit pursuant to
Rule 24b-2 under the Securities Exchange Act of 1934, as
amended.
Page 27
<PAGE> 28
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: March 27, 1996 MEDAR, INC.
By:/s/Charles J. Drake
------------------------------------
Charles J. Drake, President, Chairman
of the Board
(Principal Executive Officer)
By:/s/Richard R. Current
------------------------------------
Richard R. Current, Executive Vice
President of Finance and Operations
(Principal Financial and Accounting
Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/CHARLES J. DRAKE President, Chairman of the
- ----------------------------------- Board (Principal
Charles J. Drake Executive Officer)
and Director
/s/MAX A. COON Vice Chairman, Secretary
- ----------------------------------- and Director
Max A. Coon
/s/RICHARD R. CURRENT Executive Vice President of
- ----------------------------------- Finance and Operations
Richard R. Current (Principal Financial and
Accounting Officer) and
Director
/s/VINCENT SHUNSKY Treasurer and Director
- -----------------------------------
Vincent Shunsky
/s/WILLIAM B. WALLACE Director
- -----------------------------------
William B. Wallace
/s/STEPHAN SHARF Director
- -----------------------------------
Stephan Sharf
- ----------------------------------- Director
Stephen Zynda
- ----------------------------------- Director
Frederico de Magalhaes
Page 28
<PAGE> 29
ANNUAL REPORT ON FORM 10-K
ITEM 14(a)(1) AND (2), (c) AND (d)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT
SCHEDULES
CERTAIN EXHIBITS
FINANCIAL STATEMENT SCHEDULES
YEAR ENDED DECEMBER 31, 1995
MEDAR, INC.
FARMINGTON HILLS, MICHIGAN
Page 29
<PAGE> 30
FORM 10-K - ITEM 14(a)(1) and (2)
MEDAR, INC. AND SUBSIDIARIES
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) The following consolidated financial statements of Medar, Inc. and
subsidiaries are included in Item 8:
Report of independent auditors
Consolidated balance sheets-December 31, 1995 and 1994
Consolidated statements of operations-Years ended December 31,
1995, 1994 and 1993
Consolidated statements of stockholders' equity-Years ended
December 31, 1995, 1994 and 1993
Consolidated statements of cash flows-Years ended December 31,
1995, 1994 and 1993
Notes to consolidated financial statements-December 31, 1995
(2) The following consolidated financial statement schedule of Medar, Inc.
and subsidiaries is submitted herewith:
SCHEDULE II Valuation and qualifying accounts
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.
Page 30
<PAGE> 31
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
Board of Directors and Stockholders
Medar, Inc.
We have audited the consolidated balance sheets of Medar, Inc. and subsidiaries
as of December 31, 1995 and 1994, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the three years in
the period ended December 31, 1995. Our audits included the financial
statement schedule listed in the index at Item 14(a). These financial
statements and schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements and
schedule based on our audits.
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 provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Medar,
Inc. and subsidiaries at December 31, 1995 and 1994, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1995, in conformity with generally accepted
accounting principles. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements taken
as a whole, presents fairly in all material respects the information set forth
therein.
Ernst & Young LLP
Detroit, Michigan
February 14, 1996
Page 31
<PAGE> 32
CONSOLIDATED BALANCE SHEETS
MEDAR, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
1995 1994
- -------------------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C>
ASSETS
CURRENT ASSETS (Note D)
Cash and cash equivalents $ 1,556 $ 586
Short-term investments 4,018
Accounts receivable, less allowance of $355,000 in 1995, and $311,000 in 1994 8,618 11,938
Inventories (Note A) 13,167 11,432
Costs and estimated earnings in excess of billings on incomplete contracts (Note C) 681 2,291
Other current assets 849 744
- ------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 24,871 31,009
PROPERTY AND EQUIPMENT (Note D)
Land and improvements 329 324
Building and building improvements 6,109 3,538
Production and engineering equipment 2,733 2,170
Furniture and fixtures 891 685
Vehicles 660 186
Computer equipment 3,907 2,623
- ------------------------------------------------------------------------------------------------------------------
14,629 9,526
Less accumulated depreciation 4,965 3,906
- ------------------------------------------------------------------------------------------------------------------
9,664 5,620
OTHER ASSETS
Capitalized computer software development costs, less accumulated amortization
(Note A) 6,761 5,701
Patents, less accumulated amortization (Note A) 2,507 206
Deferred income taxes 73
Other 920 914
- ------------------------------------------------------------------------------------------------------------------
10,188 6,894
- ------------------------------------------------------------------------------------------------------------------
$44,723 $43,523
==================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 3,202 $ 4,390
Employee compensation 674 1,107
Accrued and other liabilities 1,567 1,301
Current maturities of long-term debt (Note D) 752 472
Deferred income taxes 280
- ------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 6,195 7,550
LONG-TERM DEBT, less current maturities (Note D) 15,685 1,972
DEFERRED INCOME TAXES 76
STOCKHOLDERS' EQUITY (Note H)
Common stock, without par value, stated value $.20 per share; 15,000,000 shares
authorized; 8,711,589 shares issued and outstanding (8,630,469 shares
at December 31, 1994) 1,742 1,726
Additional paid-in capital 29,438 29,101
Retained earnings (deficit) (8,321) 3,262
Accumulated translation adjustment (92) (88)
- ------------------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 22,767 34,001
- ------------------------------------------------------------------------------------------------------------------
$44,723 $43,523
==================================================================================================================
</TABLE>
See accompanying notes.
Page 32
<PAGE> 33
CONSOLIDATED STATEMENTS OF OPERATIONS
MEDAR, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
Year ended December 31
-----------------------------------------------------------------------------------------------------------
1995 1994 1993
NOTE B NOTE B
-----------------------------------------------------------------------------------------------------------
(in thousands, except per share data)
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $39,771 $40,218 $28,694
Cost of sales 30,116 26,767 18,278
-----------------------------------------------------------------------------------------------------------
9,655 13,451 10,416
Costs and expenses:
Marketing 5,016 3,814 3,202
General and administrative 3,416 2,738 2,036
Research and development 2,088 2,362 1,251
Patent litigation costs (Note I) 5,461 665
Excess product quality, warranty and other costs (Note K) 4,872
-----------------------------------------------------------------------------------------------------------
20,853 9,579 6,489
-----------------------------------------------------------------------------------------------------------
Earnings (loss) from operations (11,198) 3,872 3,927
Interest:
Expense 587 251 507
Income (72) (199)
-----------------------------------------------------------------------------------------------------------
515 52 507
-----------------------------------------------------------------------------------------------------------
Earnings (loss) before income taxes (11,713) 3,820 3,420
Provision (credit) for income taxes (Note F) (130) 132 120
-----------------------------------------------------------------------------------------------------------
Net earnings (loss) $(11,583) $ 3,688 $ 3,300
===========================================================================================================
Net earnings (loss) per share (Note A) $(1.33) $ .43 $ .44
===========================================================================================================
</TABLE>
See accompanying notes.
Page 33
<PAGE> 34
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
MEDAR, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
Retained Accumulated
Common Additional Earnings Translation
Stock Paid-In (Deficit) Adjustment Total
- ---------------------------------------------------------------------------------------------------------
(in thousands)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BALANCES AT JANUARY 1, 1993 - NOTE B $1,420 $15,080 $(3,711) $(90) $ 12,699
Exercise of options to purchase
162,100 common shares 32 65 97
Translation adjustments (9) (9)
Net earnings for the year ended
December 31, 1993 3,300 3,300
--------------------------------------------------------------------------------------------------------
BALANCES AT DECEMBER 31, 1993 - NOTE B 1,452 15,145 (411) (99) 16,087
Exercise of options to purchase 37,200
common shares 8 89 97
Issuance of 30,000 shares to acquire
technology 6 463 469
Issuance of 1,300,000 shares 260 13,406 13,666
Translation adjustments 11 11
Other (2) (15) (17)
Net earnings for the year ended
December 31, 1994 3,688 3,688
--------------------------------------------------------------------------------------------------------
BALANCES AT DECEMBER 31, 1994 - NOTE B 1,726 29,101 3,262 (88) 34,001
Exercise of options to purchase 84,262
common shares 17 400 417
Translation adjustments (4) (4)
Other (1) (63) (64)
Net loss for the year ended
December 31, 1995 (11,583) (11,583)
--------------------------------------------------------------------------------------------------------
BALANCES AT DECEMBER 31, 1995 $1,742 $29,438 $(8,321) $(92) $ 22,767
========================================================================================================
</TABLE>
See accompanying notes.
Page 34
<PAGE> 35
CONSOLIDATED STATEMENTS OF CASH FLOWS
MEDAR, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
Year Ended December 31
----------------------------------------------------------------------------------------------------------
1995 1994 1993
NOTE B NOTE B
----------------------------------------------------------------------------------------------------------
(in thousands)
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net earnings (loss) $(11,583) $3,688 $3,300
Adjustments to reconcile net earnings (loss) from operations
to net cash provided by (used in) operating activities:
Depreciation and amortization 3,672 2,399 1,761
Provision (credit) for deferred income taxes (130) 91
(Increase) decrease in net accounts receivable 3,305 (2,641) (3,908)
Increase in inventories (1,752) (4,468) (985)
(Increase) decrease in costs and estimated earnings
in excess of billings on incomplete contracts 1,610 383 (1,179)
Increase in other assets (658) (937) (87)
Increase (decrease) in accounts payable and accrued
expenses (1,431) 2,289 1,202
----------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities (6,967) 804 104
INVESTING ACTIVITIES
Sale (purchase) of short-term investments 4,018 (4,018)
Purchase of property and equipment (5,204) (1,915) (421)
Investment in capitalized software (3,253) (2,507) (2,066)
-----------------------------------------------------------------------------------------------------------
Net cash used in investing activities (4,439) (8,440) (2,487)
FINANCING ACTIVITIES
Net decrease in borrowings under line of credit (2,470)
Repayment of notes payable upon debt refinancing (1,155)
Proceeds from long-term debt upon refinancing 2,500
Proceeds from exercise of stock options and other 353 79 45
Net proceeds from sale of common stock 13,666
Debt repayments on long-term debt and capital lease
obligations (8,139) (12,778) (9,573)
Proceeds from long-term debt borrowings 20,161 6,765 13,075
----------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 12,375 7,732 2,422
----------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash 1 (10)
----------------------------------------------------------------------------------------------------------
Increase in cash 970 86 39
Cash at beginning of year 586 500 461
----------------------------------------------------------------------------------------------------------
Cash at end of year $1,556 $586 $500
===========================================================================================================
</TABLE>
See accompanying notes.
Page 35
<PAGE> 36
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MEDAR, INC. AND SUBSIDIARIES
NOTE A
SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company and
its three 100% owned subsidiaries; Integral Vision-AID, Inc., Toledo, Ohio;
Integral Vision Ltd., Bedford, United Kingdom; and Medar Canada Ltd., Oshawa,
Ontario. Upon consolidation, all significant intercompany accounts and
transactions are eliminated.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements.
Estimates also affect the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
TRANSLATION OF FOREIGN CURRENCIES
The financial statements of Integral Vision Ltd. and Medar Canada Ltd. are
translated into United States dollar equivalents at exchange rates as follows:
balance sheet accounts at year-end rates; income statement accounts at average
exchange rates for the year. Transaction gains and losses are reflected in net
earnings and are not significant.
CASH AND CASH EQUIVALENTS
Cash equivalents consist of highly liquid investments, which mature within
three months or less, other than U.S. government securities.
SHORT-TERM INVESTMENTS
Short-term investments consist of U.S. government securities and are carried at
cost which approximates market value.
ACCOUNTS RECEIVABLE
Trade accounts receivable primarily represent amounts due from automobile and
other equipment manufacturers located in North America.
The Company's primary products are computer integrated quality control and
inspection devices which are sold as capital goods. The activities of the
Company and its subsidiaries are conducted in one product line.
Customers which accounted for 10% or more of the Company's sales in any of the
three years ended December 31, 1995 and the respective sales in each year are:
<TABLE>
<CAPTION>
1995 1994 1993
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Chrysler Corporation $3,400 $5,600 $8,300
General Motors Corporation 8,500 9,100 3,300
=============================================================================================
</TABLE>
Page 36
<PAGE> 37
NOTE A - SIGNIFICANT ACCOUNTING POLICIES (CONT)
INVENTORIES
Inventories are stated at the lower of first-in, first-out cost or market, and
at December 31 consisted of the following (net of an obsolescence reserve of
$154,000 in 1995 and $463,000 in 1994):
<TABLE>
<CAPTION>
1995 1994
------------------------------------------------------------------------------------
(in thousands)
------------------------------------------------------------------------------------
<S> <C> <C>
Raw materials $ 7,095 $ 4,998
Work in process 3,305 4,032
Finished goods 2,767 2,402
------------------------------------------------------------------------------------
$13,167 $11,432
====================================================================================
</TABLE>
PROPERTY AND EQUIPMENT
Property and equipment is stated on the basis of cost. Equipment capitalized
under lease agreements and the related accumulated amortization is included in
property and equipment. Expenditures for normal repairs and maintenance are
charged to operations as incurred.
Depreciation, including amortization of assets recorded under capital lease
obligations, is computed by the straight-line method based on the estimated
useful lives of the assets (buildings-40 years, other property and equipment-3
to 10 years).
CAPITALIZED COMPUTER SOFTWARE DEVELOPMENT COSTS
Computer software development costs are capitalized after the establishment of
technological feasibility of the related technology. These amounts are stated
at the lower of cost or net realizable value. These costs are amortized
following general release of products based on current and estimated future
revenue for each product with an annual minimum equal to the straight-line
amortization over the remaining estimated economic life of the product (not to
exceed 5 years). Amortization of the capitalized costs amounted to $2,314,000,
$1,638,000 and $1,235,000 in 1995, 1994 and 1993, respectively. Total
accumulated amortization at December 31, 1995 and 1994, was $ 7,371,563 and
$5,176,291 respectively.
PATENTS
Patents are stated at cost less accumulated amortization of $343,000 and
$139,000 at December 31, 1995 and 1994, respectively. These costs are
amortized on a straight-line basis over the estimated useful lives of the
assets.
REVENUE RECOGNITION
Revenues are recorded at the time services are performed or when products are
shipped, except for long-term contracts. Revenues on long-term contracts are
recognized using the percentage of completion method . The effects of changes
to estimated total contract costs are recognized in the year determined and
losses, if any, are fully recognized when identified. Costs and estimated
earnings recognized in excess of amounts billed are classified under current
assets as costs and estimated earnings in excess of billings on incomplete
contracts. Long-term contracts include a relatively high percentage of
engineering costs and are generally less than one year in duration.
Page 37
<PAGE> 38
NOTE A - SIGNIFICANT ACCOUNTING POLICIES (CONT)
RESEARCH AND DEVELOPMENT EXPENSES
Research and development costs not recovered from customers are expensed as
incurred.
INCOME TAXES
Deferred income taxes are provided when necessary to recognize the effect of
temporary differences between financial and income tax accounting related
principally to contract revenues, depreciation and capitalized computer
software development costs.
EARNINGS PER SHARE
Earnings per share is based on the weighted average number of shares of common
stock outstanding and, to the extent dilutive, stock options outstanding during
the period. The weighted average number of shares of common stock and common
stock equivalents utilized in the computation of net earnings per share was
8,691,750 shares for the year ended December 31, 1995, 8,523,715 for the year
ended December 31, 1994 and 7,529,366 shares for the year ended December 31,
1993.
NOTE B
ACQUISITION OF INTEGRAL VISION LTD.
Effective January 1, 1995, the Company acquired 100% of the common stock and
preference shares of Integral Vision Ltd. (Integral) for 654,282 previously
unissued shares of Medar, Inc. common stock. Integral is a machine vision
company located in the United Kingdom, which develops and manufactures
solutions for OEM's and end-users. This transaction has been accounted for as
a pooling of interests and accordingly, the consolidated financial statements
for all periods presented have been restated to include the accounts of
Integral.
Combined and separate results of Medar and Integral prior to combination are as
follows:
<TABLE>
<CAPTION>
1994 1993
--------------------------------------------------------------------------------
(in thousands)
--------------------------------------------------------------------------------
<S> <C> <C>
Net sales
Medar $36,971 $26,390
Integral 3,707 2,304
Intercompany (460)
--------------------------------------------------------------------------------
$40,218 $28,694
================================================================================
Net earnings (loss)
Medar $3,866 $3,209
Integral (93) 91
Intercompany (85)
--------------------------------------------------------------------------------
$3,688 $3,300
================================================================================
</TABLE>
Page 38
<PAGE> 39
NOTE C
COSTS AND ESTIMATED EARNINGS IN EXCESS OF BILLINGS ON INCOMPLETE CONTRACTS
Costs and estimated earnings in excess of billings on incomplete contracts at
December 31 are summarized as follows:
<TABLE>
<CAPTION>
1995 1994
-----------------------------------------------------------------------------------
(in thousands)
-----------------------------------------------------------------------------------
<S> <C> <C>
Contract costs to date $ 4,278 $ 5,682
Estimated contract earnings 1,985 5,415
-----------------------------------------------------------------------------------
6,263 11,097
Less billings to date (5,582) (8,806)
-----------------------------------------------------------------------------------
Costs and estimated earnings in excess
of billings on incomplete contracts $ 681 $ 2,291
===================================================================================
</TABLE>
The Company anticipates that the majority of costs incurred on long-term
contracts at December 31, 1995, will be billed and collected in 1996.
NOTE D
LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS
Long-term debt at December 31 consists of the following:
<TABLE>
<CAPTION>
1995 1994
-----------------------------------------------------------------------------------
(in thousands)
-----------------------------------------------------------------------------------
<S> <C> <C>
Revolving note payable to bank $ 9,818
Term notes payable to bank 4,463 $2,125
Patent license payable 2,000
Other 156 319
-----------------------------------------------------------------------------------
16,437 2,444
Less current maturities 752 472
-----------------------------------------------------------------------------------
$15,685 $1,972
===================================================================================
</TABLE>
The revolving note payable to bank has a maximum balance of $10,000,000. This
note expires August 10, 1997 and has advances which bear interest at bank's
prime rate (8.5% at December 31, 1995 and 1994) or other rates made available
under the terms of the agreement. In connection with this note, as amended,
the Company has agreed, among other covenants, to maintain net worth and debt
to equity, as defined, at specified levels.
The Company has two term notes payable to bank. One note is payable in
quarterly installments of $62,500 plus interest at the bank's prime rate, with
the balance becoming due June 29, 1998. The second note is payable in monthly
installments of $14,111 plus interest at the bank's prime rate or other rates
made available under the terms of the agreement, with the balance becoming due
September 30, 2000. The notes are collateralized by the Medar office and
production facilities in Farmington Hills, Michigan, and machinery and
equipment, inventory and accounts receivable at all North American locations.
Page 39
<PAGE> 40
NOTE D - LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS (CONT)
The patent license payable relates to future payments to be made to Square D
Company related to the settlement of patent litigation. The payments are due
in ten equal installments and have been discounted at 8%.
The fair values of these financial instruments approximates their carrying
amounts at December 31, 1995.
Maturities of long-term debt and capitalized lease obligations are $10,394,000
in 1997; $1,714,000 in 1998; $352,000 in 1999; $2,032,000 in 2000; and
$1,193,000 thereafter.
NOTE E
STATEMENT OF CASH FLOWS
Acquisitions of property and equipment utilizing capital leases were $326,292
in 1993.
The Company paid interest on its debt instruments of $356,000, $384,000 and
$514,000 in 1995, 1994 and 1993, respectively. Payments for income taxes were
$125,000 and $113,000 in 1994 and 1993, respectively. There were no income tax
payments in 1995.
NOTE F
INCOME TAXES
As of December 31, 1995, the Company has cumulative net operating loss
carryforwards approximating $14,200,000 for tax purposes available for
reduction of taxable income of future periods through 2010 and unused
investment and research and development tax credits approximating $870,000
which expire through the same year. For financial reporting purposes, the net
operating losses have been offset against net deferred tax liabilities based
upon their expected amortization during the loss carryforward period. The
valuation allowance increased $3,896,000 in 1995 and decreased $944,000 and
$1,098,000 in 1994 and 1993, respectively.
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components
of the Company's deferred tax liabilities and assets as of December 31, 1995
are as follows:
<TABLE>
<CAPTION>
1995 1994
--------------------------------------------------------------------------------------
(in thousands)
--------------------------------------------------------------------------------------
<S> <C> <C>
Deferred tax liabilities:
Deductible software development costs, net of amortization $2,224 $1,947
Tax over book depreciation 346 368
Percentage of completion 184 736
--------------------------------------------------------------------------------------
Total deferred tax liabilities 2,754 3,051
Net operating loss carryforwards 4,840 1,518
Credit carryforwards 987 823
Reserve for warranty 237 21
Other 510 482
--------------------------------------------------------------------------------------
Total deferred tax assets 6,574 2,844
Valuation allowance for deferred tax assets 3,896
--------------------------------------------------------------------------------------
Net deferred tax assets 2,678 2,844
--------------------------------------------------------------------------------------
Net deferred tax liabilities $ 76 $ 207
======================================================================================
</TABLE>
Page 40
<PAGE> 41
Significant components of the provision (credit) for income taxes are as
follows:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
1995 1994 1993
------------------------------------------------------------------------------------------
(in thousands)
------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Current:
Federal $ 20 $ 50
Foreign (7) 30
State 28 40
------------------------------------------------------------------------------------------
41 120
Deferred:
Federal $(130) 130
Foreign (39)
------------------------------------------------------------------------------------------
(130) 91
------------------------------------------------------------------------------------------
$(130) $132 $120
==========================================================================================
</TABLE>
The reconciliation of income taxes computed at the U.S. federal statutory tax
rates to income tax expense is as follows:
<TABLE>
<CAPTION>
1995 1994 1993
-------------------------------------------------------------------------------------------
(in thousands)
-------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Tax (credit) at U.S. statutory rates $(3,983) $1,299 $1,163
Utilization of net operating loss carryforwards (1,330) (1,116)
Valuation allowance established 3,896
Other nondeductible expenses 75 38 44
Other (118) 97 (11)
State income taxes 28 40
-------------------------------------------------------------------------------------------
$ (130) $ 132 $ 120
===========================================================================================
</TABLE>
NOTE G
EMPLOYEE SAVINGS PLAN
The Company has an Employee Savings Plan covering substantially all United
States' employees. The Company contributes $.20 to the Plan for every dollar
contributed by the employees up to 6% of their compensation. The Plan also
provides for discretionary contributions by the Company as determined annually
by the Board of Directors. Company contributions charged to operations under
the Plan were $61,000, $87,000 and $76,000 for the years ended December 31,
1995, 1994 and 1993, respectively.
Page 41
<PAGE> 42
NOTE H
STOCK OPTIONS
The terms of the Company's qualified incentive stock option plan provide for
the issuance of options for the purchase of up to 800,000 shares of the
Company's common stock at market value at the date of the option grant.
Options are granted with various vesting requirements established by the
Compensation Committee of the Board of Directors and expire ten years from the
date of grant. There were 21,700 and 60,000 options granted under this plan
during 1994 and 1993 respectively. No options were granted under this plan
during 1995. Options for 378,738 shares were outstanding and exercisable at
December 31, 1995.
Under the Company's non-qualified stock option plan, options to purchase
200,000 shares were available to grant at option prices set by the Compensation
Committee of the Board of Directors. There were 19,000 and 6,000 options
granted under this plan during 1994 and 1993, respectively. No options were
granted under this plan during 1995. Options for 198,000 shares were
outstanding and exercisable at December 31, 1995.
The Company also has a third stock option plan under which it may issue
qualified or non-qualified options for the purchase of up to 500,000 shares at
option prices set by the Compensation Committee of the Board of Directors.
There were 211,000 options granted under this plan in 1995. All 211,000 of
these options were outstanding at December 31, 1995 and none were exercisable.
The Financial Accounting Standards Board issued Statement No. 123, "Accounting
for Stock Based Compensation" in October 1995 and is effective for 1996
financial statements. The Company does not intend to adopt the recognition
provisions of the Statement, but will continue accounting for stock options in
accordance with Accounting Principles Board Opinion No. 25 "Accounting for
Stock issued to Employees" as permitted by the new Statement. Therefore,
adoption will not materially impact the Corporation.
A summary of option activity under all plans follows:
<TABLE>
<CAPTION>
1995 1994 1993
----------------------------------------------------------------------------------------
(in thousands)
----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Outstanding at beginning of year 664 660 756
Granted ($4.75 to $11.50 per share) 211 41 66
Exercised ($.35 to $7.50 per share) (84) (37) (162)
Canceled ($1.50 to $9.25 per share) (3)
----------------------------------------------------------------------------------------
Outstanding at end of year
($1.50 to $11.50 per share) 788 664 660
========================================================================================
</TABLE>
NOTE I
COMMITMENTS AND CONTINGENCIES
In July 1995, Medar, Inc. reached a settlement of its patent litigation which
was initiated by Square D Company in April 1994 in the Federal District Courts
in Eastern District of Michigan and in Delaware. This resolution also settles
claims made by Medar against Square D. The terms of the settlement made under
the auspices of the Federal District Court in Delaware provide for a cross
license agreement on all single phase welding patents held by either company
and call for a single payment related to use of technology in prior years as
well as yearly payments for the use of technology in the future.
The single payment was recorded as an expense in 1995. The future payments
have been reflected as a noncash transaction which increased both long-term
debt and other assets by $2,000,000. The costs of this cross-licensing
agreement will be amortized over the life of the agreement.
Page 42
<PAGE> 43
NOTE I - COMMITMENTS AND CONTINGENCIES (CONT)
The Company and its subsidiaries use equipment under long-term operating lease
agreements requiring rental payments approximating $254,000 in 1996, $139,000
in 1997, and $99,000 in 1998. Rent expense charged to operations approximated
$380,000, $390,000 and $308,000 in 1995, 1994 and 1993, respectively.
NOTE J
GEOGRAPHIC AREA
Net sales to unaffiliated customers, earnings (loss) before income taxes,
identifiable assets and liabilities, classified by geographic areas in which
the Company operates, and net export sales by domestic operations, were as
follows:
<TABLE>
<CAPTION>
Year Ended December 31
- ----------------------------------------------------------------------------------------------------
1995 1994 1993
- ----------------------------------------------------------------------------------------------------
(in thousands)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales:
Unaffiliated customers
United States $ 33,330 $ 34,500 $24,485
United Kingdom 3,815 3,247 2,304
Canada 2,626 2,471 1,905
- -----------------------------------------------------------------------------------------------------
$ 39,771 $ 40,218 $28,694
=====================================================================================================
Earnings (loss) before income taxes:
United States $(11,766) $ 3,992 $ 3,232
United Kingdom (200) (224) 121
Canada 253 52 67
- -----------------------------------------------------------------------------------------------------
$(11,713) $ 3,820 $ 3,420
=====================================================================================================
Identifiable assets:
United States $ 42,101 $ 42,035 $28,586
United Kingdom 3,844 1,885 921
Canada 1,145 1,109 1,251
Eliminations (2,367) (1,506) (1,650)
- -----------------------------------------------------------------------------------------------------
$ 44,723 $ 43,523 $29,108
=====================================================================================================
Liabilities:
United States $ 19,341 $ 7,886 $12,048
United Kingdom 3,762 1,569 837
Canada 1,092 1,625 1,664
Eliminations (2,239) (1,558) (1,528)
- -----------------------------------------------------------------------------------------------------
$ 21,956 $ 9,522 $13,021
=====================================================================================================
Net export sales by domestic
operations:
North America $ 1,944 $ 6,377 $ 3,355
Europe 3,785 3,677 1,696
Asia 2,451 707 966
Other 259 138 21
- -----------------------------------------------------------------------------------------------------
$ 8,439 $ 10,899 $ 6,038
=====================================================================================================
</TABLE>
Page 43
<PAGE> 44
NOTE K
RELATED PARTY TRANSACTIONS AND OTHER MATTERS
Two individuals who are officers and directors of the Company receive no
compensation from the Company, but are compensated by Maxco, Inc., a major
shareholder of the Company.
Excess product quality, warranty and other costs relate to costs incurred in
1995 in connection with quality and other problems experienced with new product
introductions.
Page 44
<PAGE> 45
SCHEDULE II - Valuation And Qualifying Accounts
Medar, Inc. And Subsidiaries
(in thousands)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- -----------------------------------------------------------------------------------------------------------------------------------
ADDITIONS
- -----------------------------------------------------------------------------------------------------------------------------------
Description Balance at Charged to
Beginning Costs Charged To Other Deductions- Balance At End
of Period And Expenses Accounts-Describe Describe Of Period
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1995:
Accounts receivable allowance $ 311 $ 78 $ 34(2) $ 355
Inventory obsolescence reserve 463 130 439(3) 154
Deferred tax valuation allowance $3,896(1) 3,896
------- ------- ------ ------- ------
$ 774 $ 208 $3,896 $ 473 $4,405
======= ======= ====== ======= ======
Year ended December 31, 1994:
Accounts receivable allowance $ 166 $ 230 $ 85(2) $ 311
Inventory obsolescence reserve 405 58 463
Deferred tax valuation allowance 944 944(1)
------- ------- ------- ------
$ 1,515 $ 288 $ 1,029 $ 774
======= ======= ======= ======
Year ended December 31, 1993:
Accounts receivable allowance $ 87 $ 128 $ 49(2) $ 166
Inventory obsolescence reserve 398 49 42(3) 405
Deferred tax valuation allowance $ 944(1) 944
------- ------- ------ ------- ------
$ 485 $ 177 $ 944 $ 91 $1,515
======= ======= ====== ======= ======
</TABLE>
(1) Net change in deferred tax valuation allowance.
(2) Net accounts receivable write-offs.
(3) Write-off obsolete inventory.
Page 45
<PAGE> 46
EXHIBITS TO FORM 10-K
MEDAR, INC.
YEAR ENDED DECEMBER 31, 1995
COMMISSION FILE NUMBER 0-12728
Page 46
<PAGE> 47
EXHIBIT INDEX
Exhibit
No. Description Page
- ------- ----------- ----
3.1 Articles of Incorporation, as amended
11 Calculation of Earnings Per Share
21 Subsidiaries of the Registrant
23 Consent of Independent Accountants
27 Financial Data Schedule
<PAGE> 1
C&S 510 (8/93)
EXHIBIT 3.1
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
Date Received (FOR BUREAU USE ONLY)
Name
Warren, Price, Cameron, Faust & Asciutto, P.C.
Address
P.O. 26067
City State Zip
Lansing MI 48909 EFFECTIVE DATE:
DOCUMENT WILL BE RETURNED TO NAME AND ADDRESS INDICATED ABOVE
RESTATED ARTICLES OF INCORPORATION
For use by Domestic Profit Corporations
(Please read information and instructions on last page)
Pursuant to the provisions of Act 284, Public Acts of 1972, the
undersigned corporation executes the following Articles:
1. The present name of the corporation is: Medar, Inc.
2. The identification number assigned by the Bureau is: 105-593
3. All former names of the corporation are: New Medar, Inc.
4. The date of filing the original Article of Incorporation was: January 6,
1978
The following Restated Articles of Incorporation supersede the
Articles of Incorporation as amended and shall be the Articles of
Incorporation for the corporation.
ARTICLE I
The name of the corporation is: Medar, Inc.
ARTICLE II
The purpose or purposes for which the corporation is formed are:
To engage in any activity within the purposes for which corporations may be
organized under the Business Corporation Act of Michigan.
<PAGE> 2
ARTICLE III
The total authorized shares:
Common shares 15,000,000
Preferred shares 400,000
3. A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows: See Attached
Addendum 1
ARTICLE IV
1. The address of the current registered office is:
38700 Grand River Avenue, Farmington Hills MICHIGAN 48335
------------------------------------------------------------------------
(Street Address) (City) (State) (Zip Code)
2. The mailing address of the registered office if different than above is:
MICHIGAN
------------------------------------------------------------------------
(Street Address) (City) (State) (Zip Code)
3. The name of the resident agent at the registered office is: Max A. Coon
ARTICLE V (OPTIONAL. DELETE IF NOT APPLICABLE.)
Any action required or permitted by the Act to be taken at an annual or
special meeting of shareholders may be taken without a meeting, without prior
notice, and without a vote, if consents in writing, setting forth the action
so taken, are signed by the holders of outstanding shares having not less
than the minimum number of votes that would be necessary to authorize or take
the action at a meeting at which all shares entitled to vote on the action
were present and voted. The written consents shall bear the date of
signature of each shareholder who signs the consent. No written consents
shall be effective to take the corporate action referred to unless, within 60
days after the record date for determining shareholders entitled to express
consent to or to dissent from a proposal without a meeting, written consents
signed by a sufficient number of shareholders to take the action are
delivered to the corporation. Delivery shall be to the corporation's
registered office, its principal place of business, or an officer or agent of
the corporation having custody of the minutes of the proceedings of its
shareholders. Delivery made to a corporation's registered office shall be by
hand or by certified or registered mail, return receipt requested.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to shareholders who have not
consented in writing.
ARTICLE VII (ADDITIONAL PROVISIONS, IF ANY, MAY BE INSERTED HERE; ATTACH
ADDITIONAL PAGES IF NEEDED.)
See Attached Addendum 2
<PAGE> 3
5. COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE UNANIMOUS
CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE BOARD OF
DIRECTORS; OTHERWISE, COMPLETE SECTION (b). DO NOT COMPLETE BOTH.
a. ___ These Restated Articles of Incorporation were duly adopted on the
___________ day of _________________, 19____, in accordance with the
provisions of Section 642 of the Act by the unanimous consent of the
incorporators before the first meeting of the Board of Directors.
Signed this _____________ day of ____________________, 19 _________
_________________________________ ________________________________
_________________________________ ________________________________
(Signatures of Incorporators; type or print name under each signature)
b. X These Restated Articles of Incorporation were duly adopted on 27th
day of March, 1996, in accordance with the provisions of
Section 642 of the Act and: (check one of the following)
X were duly adopted by the Board of Directors without a vote of the
shareholders. These Restated Articles of Incorporation only
restate and integrate and do not further amend the provisions of
the Articles of Incorporation as heretofore amended and there is
no material discrepancy between those provisions and the
provisions of these Restated Articles.
__ were duly adopted by the shareholders. The necessary number of
shares as required by statute were voted in favor of these
Restated Articles.
__ were duly adopted by the written consent of the shareholders
having not less than the minimum number of votes required by
statute in accordance with Section 407(1) of the Act. Written
notice to shareholders who have not consented in writing has been
given. (Note: Written consent by less than all of the
shareholders is permitted only if such provision appears in the
Articles of Incorporation.)
__ were duly adopted by the written consent of all the shareholders
entitled to vote in accordance with Section 407(2) of the Act.
Signed this 27th day of March, 1996
By: _____________________________________
(Signature)
Charles J. Drake, President
_________________________________________
(Type or Print Name and Title)
<PAGE> 4
C&S 510
<TABLE>
<CAPTION>
Name of Person or Organization Preparer's Name and Business
Remitting Fees: Telephone Number:
<S> <C>
Warren, Price, Cameron, Faust & Asciutto, P.C. Josephine L. Cameron
(517) 349-8600
</TABLE>
INFORMATION AND INSTRUCTIONS
1. The articles of incorporation cannot be restated until this form, or a
comparable document, is submitted.
2. Submit one original copy of this document. Upon filing, the document
will be added to the records of the Corporation and Securities Bureau.
The original copy will be returned to the address appearing in the box
on front as evidence of filing.
Since this document will be maintained on optical disk media, it is
important that the filing be legible. Documents with poor black and
white contrast, or otherwise illegible, will be rejected.
3. This document is to be used pursuant to sections 641 through 643 of the
Act for the purpose of restating the articles of incorporation of a
domestic profit corporation. Restated articles of incorporation area
an integration into a single instrument of the current provisions of
the corporation's articles of incorporation, along with any desired
amendments to those articles.
4. Restated articles of incorporation which do not amend the articles of
incorporation may be adopted by the board of directors without a vote
of the shareholders. Restated articles of incorporation which amend
the articles of incorporation require adoption by the shareholders.
Restated articles of incorporation submitted before the first meeting
of the board of directors require adoption by all of the incorporators.
5. Item 2 - Enter the identification number previously assigned by the
Bureau. If this number is unknown, leave it blank.
6. The duration of the corporation should be stated in the restated
articles of incorporation only if it is not perpetual.
7. This document is effective on the date endorsed "filed" by the Bureau.
A later effective date, no more than 90 days after the date of
delivery, may be stated as an additional article.
8. If the restated articles are adopted before the first meeting of the
board of directors, item 5(a) must be signed in ink by all of the
incorporators. Other restated articles must be signed by the
president, vice-president, chairperson or vice-chairperson.
9. FEES: Make remittance payable to the State of Michigan. Include
corporation name and identification number on check or money order.
<TABLE>
<S> <C>
NON-REFUNDABLE FEE....................................................................... $10.00
TOTAL MINIMUM FEE........................................................................ $10.00
ADDITIONAL FEES DUE FOR INCREASED AUTHORIZED SHARES ARE:
each additional 20,000 authorized shares or portion thereof ................................... $30.00
maximum fee for first 10,000,000 authorized shares ..........................................$5,000.00
each additional 20,000 authorized shares or portion thereof in excess of 10,000,000 shares $30.00
maximum fee per filing for authorized shares in excess of 10,000,000 shares $200,000.00
</TABLE>
10. Mail form and fee to: The office is located at:
Michigan Department of Commerce 6546 Mercantile Way
Corporation and Securities Bureau Lansing, MI 48910
Corporation Division
P.O. Box 30054 Telephone: (517) 334-6302
Lansing, Michigan 48909-7554
<PAGE> 5
ADDENDUM 1 ATTACHED TO AND MADE A PART OF CERTIFICATE OF
AMENDMENT TO THE ARTICLES OF INCORPORATION OF MEDAR, INC.
(a) Shares of preferred stock may be issued from time to time in one
or more series, each such series to have such distinctive designation or title
and to include such number of shares as may be fixed and determined by the
Board of Directors prior to the issuance of any shares thereof. Each such
series may differ from every other series already outstanding, as may be
determined from time to time by the Board of Directors prior to the issuance of
any shares thereof, in any or all of the following respects:
(i) The rate of dividend which the preferred stock of any
such series shall be entitled to receive and whether such series shall be
entitled to receive a dividend and whether such dividend shall be cumulative or
non-cumulative.
(ii) The amount per share which the preferred stock of any
such series shall be entitled to receive in case of the redemption thereof or
in case of a voluntary liquidation distribution or sale of assets, dissolution
or winding up of the Corporation, or in case of the involuntary liquidation,
distribution or sale of assets, dissolution or winding up of the Corporation;
(iii) The relative rights, if any, of the holders of
preferred stock of any such series to vote the same, and the extent, terms and
conditions of such voting rights.
(iv) The right, if any, of the holders of preferred stock of
any such series to convert the same into other classes of stock, and the terms
and conditions of such conversion.
(v) The terms of the sinking fund or redemption of purchase
account, if any, to be provided for the preferred stock of any such series.
The description and terms of the preferred stock of each series shall
be fixed and determined by the Board of Directors by appropriate resolution or
resolutions at or prior to the time of the authorization of the issue of the
original shares of each such series, shall be summarized in the certificates
therefor, and a Certificate containing the resolution of the Board establishing
and designating the series and prescribing the relative rights and preferences
thereof shall be filed with the Corporations and Securities Bureau, Michigan
Department of commerce, and when filed shall constitute an amendment to the
Articles of Incorporation. All shares of preferred stock shall be of equal
rank, and shall be identical in all respects except in respect of the
particulars that may be fixed by the Board of Directors.
<PAGE> 6
ADDENDUM 2 ATTACHED TO AND MADE A PART OF CERTIFICATE OF
AMENDMENT TO THE ARTICLES OF INCORPORATION OF MEDAR, INC.
To the full extent that the laws of the State of Michigan, as they
exist on the date hereof or as they may hereafter be amended, permit the
limitation or elimination of the liability of Directors or Officers, no
Director or Officer of the Corporation shall be personally liable to the
Corporation or its stockholders for damages for breach of any duty owed to the
Corporation or its stockholders. Neither the amendment or repeal of this
Article nor the adoption of any provision of the Articles of Incorporation
which is inconsistent with this Article shall apply to or have any effect on
the liability or alleged liability of any Director or Officer of the
Corporation for or with respect to any act or omission of such Director or
Officer occurring prior to such amendment, repeal or adoption.
<PAGE> 1
EXHIBIT 11
CALCULATION OF EARNINGS PER SHARE
MEDAR, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
December 31, 1995 December 31, 1994 December 31, 1993
- ----------------------------------------------------------------------------------------------------------------------------
(in thousands)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per common share and common share equivalents:
Outstanding shares - beginning of period 7,976 6,609 6,447
Weighted average of:
Shares issued to acquire Integral Vision, Ltd. 654 654 654
Issuance of common stock 816(A)
Exercise of stock options 62 28 117
Net effect of dilutive stock options-based on
treasury stock method using average market price 417 311
- ----------------------------------------------------------------------------------------------------------------------------
TOTAL 8,692 8,524 7,529
============================================================================================================================
Net earnings (loss) $(11,583) $3,688 $3,300
============================================================================================================================
Net earnings (loss) per share $(1.33) $0.43 $0.44
============================================================================================================================
Per common share assuming full dilution:
Outstanding shares - beginning of period 7,976 6,609 6,447
Weighted average of:
Shares issued to acquire Integral Vision, Ltd. 654 654 654
Issuance of common stock 816(A)
Exercise of stock options 62 28 117
Net effect of dilutive stock options-based on
treasury stock method using year-end
market price if higher than average market price 430 425
- ----------------------------------------------------------------------------------------------------------------------------
TOTAL 8,692 8,537 7,643
============================================================================================================================
Net earnings (loss) $(11,583) $3,688 $3,300
============================================================================================================================
Net earnings (loss) per share $(1.33) $0.43 $0.43
============================================================================================================================
</TABLE>
(A) Issuance of 1,300,000 shares to the public and 30,000 shares to acquire
technology
<PAGE> 1
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
MEDAR, INC. AND SUBSIDIARIES
MEDAR CANADA LTD.
Incorporated in Canada
INTEGRAL VISION-AID, INC.
Incorporated in Ohio
INTEGRAL VISION LTD.
Incorporated in the United Kingdom
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration Statement 33-61977
on Form S-8 dated August 21, 1995, and Registration Statement 33-61979 on Form
S-8 dated August 21, 1995, and Registration Statement 33-12571 on Form S-8
dated March 11, 1987, and Registration Statement 33-593 on Form S-8 dated
October 1, 1985, of our report dated February 14, 1996, with respect to the
consolidated financial statements and schedule of Medar, Inc. and subsidiaries
listed in the index at Item 14(a) of this Annual Report (Form 10-K) for the
year ended December 31, 1995.
Ernst & Young LLP
Detroit, Michigan
March 26, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 1,556
<SECURITIES> 0
<RECEIVABLES> 8,973
<ALLOWANCES> 355
<INVENTORY> 13,167
<CURRENT-ASSETS> 24,871
<PP&E> 14,629
<DEPRECIATION> 4,965
<TOTAL-ASSETS> 44,723
<CURRENT-LIABILITIES> 6,195
<BONDS> 16,437
0
0
<COMMON> 1,742
<OTHER-SE> 21,025
<TOTAL-LIABILITY-AND-EQUITY> 44,723
<SALES> 39,771
<TOTAL-REVENUES> 39,843
<CGS> 30,116
<TOTAL-COSTS> 30,116
<OTHER-EXPENSES> 20,853
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 587
<INCOME-PRETAX> (11,713)
<INCOME-TAX> (130)
<INCOME-CONTINUING> (11,583)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (11,583)
<EPS-PRIMARY> (1.33)
<EPS-DILUTED> (1.33)
</TABLE>
