<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
---------------- ------------
Commission File Number
0-12728
MEDAR, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Michigan 38-2191935
------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
38700 Grand River Ave., Farmington Hills, Michigan 48335
-------------------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
(248) 471-2660
----------------------------------------------------
(Registrant's telephone number, including area code)
(not applicable)
--------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [X] No [ ]
The number of shares outstanding of the registrant's Common Stock, no par
value, stated value $.20 per share, as of April 30, 1997 was 8,852,401.
<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
MEDAR, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
MARCH 31 DECEMBER 31
1997 1996
-----------------------------------
(Unaudited)
(In thousands)
<S> <C> <C>
ASSETS
CURRENT ASSETS - Note D
Cash $ 903 $ 215
Accounts receivable, less allowance of $400,000 7,739 9,415
Inventories - Note B 14,546 15,991
Costs and estimated earnings in excess of billings on incomplete
contracts - Note C 2,581 1,841
Other current assets 990 543
---------------------------
TOTAL CURRENT ASSETS 26,759 28,005
PROPERTY, PLANT AND EQUIPMENT - Note D
Land and land improvements 371 368
Building and building improvements 6,144 6,147
Production and engineering equipment 3,382 3,303
Furniture and fixtures 984 990
Vehicles 900 878
Computer equipment 4,991 5,058
---------------------------
16,772 16,744
Less accumulated depreciation 7,056 6,625
---------------------------
9,716 10,119
OTHER ASSETS
Capitalized computer software development costs, net of
amortization 9,245 8,908
Patents 2,266 2,328
Other 1,108 916
---------------------------
12,619 12,152
---------------------------
$ 49,094 $ 50,276
===========================
</TABLE>
See notes to consolidated financial statements.
2
<PAGE> 3
CONSOLIDATED BALANCE SHEETS - CONTINUED
MEDAR, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
MARCH 31 DECEMBER 31
1997 1996
------------------------------------
<S> <C> <C>
(Unaudited)
(In thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 5,279 $ 5,218
Employee compensation 843 1,001
Accrued and other liabilities 1,061 1,108
Current maturities of long term debt - Note D 5,836 3,637
----------------------------------
TOTAL CURRENT LIABILITIES 13,019 10,964
LONG-TERM DEBT, less current maturities - Note D 14,633 18,010
STOCKHOLDERS' EQUITY - Note F
Common stock, without par value, stated value
$.20 per share; 15,000,000 shares authorized;
8,852,401 shares issued and outstanding 1,771 1,771
Additional paid-in capital 29,767 29,767
Retained-earnings deficit (10,274) (10,300)
Accumulated translation adjustment 178 64
----------------------------------
TOTAL STOCKHOLDERS' EQUITY 21,442 21,302
----------------------------------
$ 49,094 $ 50,276
==================================
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 4
CONSOLIDATED STATEMENTS OF OPERATIONS
MEDAR, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31
1997 1996
----------------------------
(Unaudited)
(In thousands except per share data)
<S> <C> <C>
Net sales $ 10,211 $ 10,222
Cost of sales 7,434 6,755
---------------------------
GROSS MARGIN 2,777 3,467
Costs and expenses:
Marketing 1,032 1,121
General and administrative 618 741
Research and development 616 1,022
---------------------------
2,266 2,884
---------------------------
EARNINGS FROM OPERATIONS 511 583
Interest:
Expense 497 325
Income (12) (9)
---------------------------
485 316
---------------------------
EARNINGS BEFORE INCOME TAXES 26 267
Credit for income taxes (60)
---------------------------
NET EARNINGS $ 26 $ 327
===========================
Net earnings per share $ 0 $ .04
===========================
Weighted average number of
shares of common stock and
common stock equivalent,
when applicable 8,893 8,995
===========================
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 5
CONSOLIDATED STATEMENTS OF CASH FLOWS
MEDAR, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31
1997 1996
---------------------------
(Unaudited)
(In thousands)
<S> <C> <C>
OPERATING ACTIVITIES
Net earnings $ 26 $ 327
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,465 1,149
Provision for deferred income taxes (75)
Changes in operating assets and liabilities 1,598 (1,457)
-------------------------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES 3,089 (56)
INVESTING ACTIVITIES
Purchase of property and equipment (28) (553)
Investment in capitalized software (1,309) (948)
-------------------------
NET CASH USED IN INVESTING ACTIVITIES (1,337) (1,501)
FINANCING ACTIVITIES
Increase (Decrease) in Long-term debt (1,178) 213
Proceeds from exercise of stock options 0 277
-------------------------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES (1,178) 490
Effect of exchange rate changes on cash 114 (3)
-------------------------
INCREASE (DECREASE) IN CASH 688 (1,070)
Cash at beginning of period 215 1,556
-------------------------
CASH AT END OF PERIOD $ 903 $ 486
=========================
</TABLE>
See notes to consolidated financial statements.
5
<PAGE> 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MEDAR, INC. AND SUBSIDIARIES
MARCH 31, 1997
Note A - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the three month
period ended March 31, 1997 are not necessarily indicative of the results that
may be expected for the year ended December 31, 1997. For further information,
refer to the consolidated financial statements and footnotes thereto included
in the Registrant Company and Subsidiaries' annual report on Form 10-K for the
year ended December 31, 1996.
Note B - Inventories
Inventories are stated at the lower of first-in, first-out cost or market, and
the major classes of inventories at the dates indicated were as follows:
<TABLE>
<CAPTION>
MARCH 31 DECEMBER 31
1997 1996
----------------------------
(In thousands)
<S> <C> <C>
Raw materials $ 6,477 $ 7,677
Work-in-process 5,863 3,106
Finished goods 2,206 5,208
----------------------------
$ 14,546 $ 15,991
----------------------------
</TABLE>
Note C - Costs and Estimated Earnings in Excess of Billings on Incomplete
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 period determined and losses, if any, are recognized
fully when identified. Costs incurred and 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.
6
<PAGE> 7
Note C - Costs and Estimated Earnings in Excess of Billings on Incomplete
Contracts (Continued)
Activity on long-term contracts is summarized as follows:
<TABLE>
<CAPTION>
MARCH 31 DECEMBER 31
1997 1996
--------------------------
(In thousands)
<S> <C> <C>
Contract costs to date $ 7,197 $ 4,567
Estimated contract earnings 4,511 3,040
------------------------
11,708 7,607
Less billings to date (9,127) (5,766)
------------------------
Costs and estimated
earnings in excess of
billings on
incomplete contracts $ 2,581 $ 1,841
========================
</TABLE>
Note D - Long Term Debt and Other Financing Arrangements
Long-term debt consisted of the following:
<TABLE>
<CAPTION>
MARCH 31 DECEMBER 31
1997 1996
----------------------------
(In thousands)
<S> <C> <C>
Revolving note payable to bank $ 9,891 $ 12,604
Notes payable to bank 4,500 3,000
Term notes payable to bank 3,994 3,967
Patent license payable 1,863 1,863
Other 221 213
----------------------------
20,469 21,647
Less current maturities 5,836 3,637
----------------------------
$ 14,633 $ 18,010
============================
</TABLE>
The revolving note payable to bank is due August 10, 1998, and provides for up
to $11,500,000 of advances based upon levels of eligible accounts receivable
and inventories Interest is at the bank's prime rate plus 1/4%.
The $4,500,000 notes payable to bank are due $1,500,000 on demand, $1,500,000
July 31, 1997, and $1,500,000 December 31, 1997. The $1,500,000 demand note
has been guaranteed by a stockholder. Interest is at the bank's prime rate
plus 1% for the guaranteed note and plus 2% for the remainder.
The credit agreement with the bank provides for total borrowings on the
revolving note and the notes payable to bank of up to $16,000,000 through July
31, 1997 and up to $15,000,000 thereafter. The Company has agreed, among other
covenants, to maintain net worth and the ratio of debt to equity, all as
defined, at specified levels which will next be measured at September 30, 1997.
The notes are collateralized by substantially all of the Company's assets
including assets previously pledged to secure term loans described below.
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
7
<PAGE> 8
Note D - Long Term Debt and Other Financing Arrangements (Continued)
office and production facilities in Farmington Hills, Michigan, and machinery
and equipment inventory and accounts receivable at all North American
locations.
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 nine equal installments of $300,000 and have been discounted at 8%.
The fair values of these financial instruments approximates their carrying
amounts at March 31, 1997.
Maturities of long-term debt, excluding those payable within twelve months from
March 31, 1997 (which are stated as current maturities of long-term debt), are
$10,982,000 in 1998; $398,000 in 1999; $2,059,000 in 2000; $204,000 in 2001;
and $990,000 thereafter.
Note E - Income Taxes
Significant components of the provision for income taxes for the three months
ended March 31 are as follows:
<TABLE>
<CAPTION>
1997 1996
------------------------------
(In thousands)
<S> <C> <C>
Current:
Federal $ 15
Foreign
State
------------------------------
15
------------------------------
Deferred (credit):
Federal
Foreign (credit) $ (76) (75)
------------------------------
(76) (75)
------------------------------
$ (76) $ (60)
==============================
</TABLE>
8
<PAGE> 9
Note E -Income Taxes (Continued)
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 are as follows:
<TABLE>
<CAPTION>
MARCH 31 DECEMBER 31
1997 1996
------------------------------------
(In thousands)
<S> <C> <C>
Deferred tax liabilities:
Deductible software development costs, net
of amortization $ 3,046 $ 2,931
Tax over book depreciation 344 344
Percentage of completion 743 491
------------------------------------
Total deferred tax liabilities 4,133 3,766
Deferred tax assets:
Net operating loss carry forwards 6,827 6,836
Credit carry forwards 987 987
Reserve for warranty 68 68
Other 219 219
------------------------------------
Total deferred tax assets 8,101 8,110
Valuation allowance for deferred tax assets 3,968 4,344
------------------------------------
Net deferred tax assets 4,133 3,766
------------------------------------
Net deferred tax liabilities $ 0 $ 0
====================================
</TABLE>
The reconciliation of income taxes computed at the U.S. federal statutory rates
to income tax expense for the three months ended March 31 is as follows:
<TABLE>
<CAPTION>
1997 1996
------------------------
(In thousands)
<S> <C> <C>
Tax at U.S. statutory rates $ 9 $ 91
Utilization of net operating loss carryforward (9) (181)
Other 30
------------------------
$ 0 $ (60)
========================
</TABLE>
Note F - Stock Options
At March 31, 1997 there were options outstanding to purchase 588,600 shares at
prices ranging from $1.75 to $9.25.
9
<PAGE> 10
Note F - Segment Data
The Company operates principally in two industries, machine vision-based
inspection systems and resistance welding controls. Operations in machine
vision-based inspection systems involve development, production and sale of
equipment used to monitor or control the manufacturing process. These systems
are used to supplement human inspection or provide quality assurance when
production rates exceed human capability. Operations in resistance welding
controls involve development, production, and sale of controls that assure weld
quality and provide data about the welding process.
Quarter Ended March 31, 1997
<TABLE>
<CAPTION>
Vision-based Resistance Welding
Inspection Systems Controls Consolidated
- ------------------------------------------------------------------------------------------
(In thousands)
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $ 3,504 $ 6,707 $ 10,211
Amortization of software
development cost 595 233 828
Research and development expense 329 287 616
Earnings (loss) from operations (698) 1,209 511
Net interest expense 485
- ------------------------------------------------------------------------------------------
Earnings before taxes $ 26
==========================================================================================
</TABLE>
Quarter Ended March 31, 1996
<TABLE>
<CAPTION>
Vision-based Resistance Welding
Inspection Systems Controls Consolidated
- ------------------------------------------------------------------------------------------
(In thousands)
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $ 4,877 $ 5,345 $ 10,222
Amortization of software
development cost 392 242 634
Research and development expense 746 276 1,022
Earnings (loss) from operations (398) 981 583
Net interest expense 316
- -----------------------------------------------------------------------------------------
Earnings before taxes $ 267
==========================================================================================
</TABLE>
10
<PAGE> 11
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Three Months Ended March 31, 1997 Compared to March 31, 1996.
Net sales remained stable at $10.2 million. Welding Control increased by 25%,
while Vision Systems decreased by 28%. First quarter 1997 welding control
revenues reflected a greater proportion of large programs for automobile
company customers. The vision division was still experiencing diminished CD
audio inspection systems as a result of an industry slow down which began in
the third quarter of 1996.
Cost of sales increased to $7.4 million from $6.8 million; and, as a percentage
of net sales increased to 72.8% from 66.1%. This decrease in gross margin
reflects changes in product mix between the quarters.
Sales backlog for the Company at March 31, 1997 was $5.5 million, compared to
$12.5 million at March 31, 1996. At March 31, 1996 backlog included a single
large order that was substantially filled prior to March 31, 1997.
Marketing expenses decreased to $1.0 million from $1.1 million and as a
percentage of sales decreased to 10.1% from 11.0%.
General and administrative expenses decreased to $.6 million from $.7 million
and as a percentage of sales to 6.1% from 7.2%.
Research and development expenses decreased to $.6 million from $1.0 million
and as a percentage of sales decreased to 6.0% from 10.0%. This decrease
reflects the completion of several major R & D projects prior to December 31,
1996.
Net interest expense increased to $.5 million from $.1 million and as a
percentage of net sales to 4.7% from 3.1%. The increase was the result of
increased average debt in the 1997 quarter.
Liquidity and Capital Resources
The Company has a revolving note payable to its bank and provisions for
$11,500,000 ($1,406,000 available at March 31, 1997) based on eligible accounts
receivable and inventory, as defined. This note expires August 10, 1998 and
has advances which bear interest at the bank's prime rate plus 1/4%.
During the three months ended March 31, 1997, the Company utilized cash
generated from operations (principally decreases in accounts receivable and
inventories) to reduce the revolving note payable to bank and to fund increases
in estimated earnings in excess of billings on incomplete contract and
investments in capitalized software.
Although the company believes that current financial resources together with
cash generated from operations are adequate to meet cash needs through 1997, it
expects to issue subordinated debt in the second quarter of 1997 that will be
used to repay the demand note and fund other debt repayments and to support
working capital requirements.
No significant commitments for capital expenditures existed as of March 31,
1997. The company expects to capitalize approximately $3.6 million of software
development costs in 1997 and has no other plans for any significant capital
expenditures.
11
<PAGE> 12
PART II. OTHER INFORMATION
Item 6. Exhibits and reports on Form 8-K
(a) Exhibits
Exhibit
Number Description of Document
- ------- -----------------------
3.1 Articles of Incorporation, as amended (filed as Exhibit 3.1 to the
registrant's Form 10-K for the year ended December 31, 1995, SEC file
0-12728, and incorporated herein by reference).
3.2 Bylaws of the Registrant, as amended (filed as Exhibit 3.2 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).
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).
12
<PAGE> 13
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 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).
10.20 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).
10.21 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).
10.22 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).
10.23* 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).
10.24 Third Amendment to Revolving Credit and Loan Agreement dated March 29,
1996 by and between Medar, Inc., Integral Vision-AID, Inc., Integral
Vision Ltd. and NBD Bank (filed as Exhibit 10.24 to the registrant's
Form 10-Q for the quarter ended March 31, 1996, SEC file 0-12728, and
incorporated herein by reference).
10.25 Third Amended and Restated Revolving Note dated March 29, 1996 by and
between Medar, Inc., Integral Vision-AID, Inc., Integral Vision Ltd. and
NBD Bank (filed as Exhibit 10.25 to the registrant's Form 10-Q for the
quarter ended March 31, 1996, SEC file 0-12728, and incorporated herein
by reference).
10.26 General Security Agreement dated March 29, 1996 by and between Medar,
Inc. and NBD Bank (filed as Exhibit 10.26 to the registrant's Form 10-Q
for the quarter ended March 31, 1996, SEC file 0-12728, and incorporated
herein by reference).
.
13
<PAGE> 14
10.27 General Security Agreement dated March 29, 1996 by and between Integral
Vision-AID, Inc. and NBD Bank (filed as Exhibit 10.27 to the
registrant's Form 10-Q for the quarter ended March 31, 1996, SEC file
0-12728, and incorporated herein by reference).
10.28 General Security Agreement dated May 1, 1996 by and between Medar Canada
Ltd. and NBD Bank (filed as Exhibit 10.28 to the registrant's Form 10-Q
for the quarter ended June 30, 1996, SEC file 0-12728, and incorporated
herein by reference).
10.29 Composite Guarantee and Debenture dated May 29, 1996 by and between
Integral Vision Ltd. and NBD Bank (filed as Exhibit 10.29 to the
registrant's Form 10-Q for the quarter ended June 30, 1996, SEC file
0-12728, and incorporated herein by reference).
10.30 Fourth Amendment to Revolving Credit and Loan Agreement dated August 11,
1996 by and between Medar, Inc., Integral Vision-AID, Inc., Integral
Vision Ltd. and NBD Bank (filed as Exhibit 10.30 to the registrant's
Form 10-Q for the quarter ended September 10, 1996, SEC file 0-12728,
and incorporated herein by reference).
10.31 Fifth Amendment to Revolving Credit and Loan Agreement dated February
27, 1997 by and between Medar, Inc. and Integral Vision, Ltd. and NBD
Bank.
10.32 Over Formula Loan Note dated February 27, 1997 by and between Medar,
Inc., Integral Vision, Ltd., and NBD Bank.
10.33 Bridge Loan Note dated February 27, 1997 by and between Medar, Inc.,
Integral Vision, Ltd., and NBD Bank.
10.34 Guaranty by Maxco, Inc. dated February 27, 1997 of $1,500,000 bridge
loan note by and between Medar, Inc., Integral Vision, Ltd., and NBD
Bank.
11 Calculation of Earnings per Share.
(b) There were no reports on Form 8-K filed in the quarter ended March 31,
1997.
* 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.
14
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
/s/ CHARLES J. DRAKE
- ---------------------------------
Charles J. Drake
President & Chairman of the Board
Medar, Inc.
(Principal Executive Officer)
/s/ RICHARD R. CURRENT
- ---------------------------------
Richard R. Current
Executive Vice President, Finance & Operations
Medar, Inc.
(Principal Financial & Accounting Officer)
15
<PAGE> 16
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
11 Calculation Of Earnings Per Share
27 Financial Data Schedule
<PAGE> 1
EXHIBIT 11
CALCULATION OF EARNINGS PER SHARE
MEDAR, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
1997 1996
--------------------------
(In thousands except per
share data)
<S> <C> <C>
Per common share and common share equivalents:
Outstanding shares - beginning of period 8,852 8,712
Weighted average of:
Exercise of stock options 79
Net effect of dilutions based on treasury stock method using
average market price 41 204
--------------------------
TOTAL SHARES 8,893 8,995
==========================
Net earnings $ 26 $ 327
==========================
Net earnings per share $ 0 $ .04
==========================
Per common share assuming full dilution:
Outstanding shares - beginning of period 8,852 8,712
Weighted average of:
Exercise of stock options 79
Net effect of dilutive stock options based on treasury stock
method using quarter-end market price if higher than average
market price 45 229
--------------------------
TOTAL SHARES 8,897 9,020
==========================
Net earnings $ 26 $ 327
==========================
Net earnings per share $ 0 $ .04
==========================
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CONSOLIDATED BALANCE SHEET AND FINANCIAL STATEMENTS OF OPERATIONS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 903
<SECURITIES> 0
<RECEIVABLES> 8,139
<ALLOWANCES> 400
<INVENTORY> 14,546
<CURRENT-ASSETS> 26,759
<PP&E> 16,772
<DEPRECIATION> 7,056
<TOTAL-ASSETS> 49,094
<CURRENT-LIABILITIES> 13,019
<BONDS> 20,469
0
0
<COMMON> 1,771
<OTHER-SE> 19,493
<TOTAL-LIABILITY-AND-EQUITY> 49,094
<SALES> 10,211
<TOTAL-REVENUES> 10,223
<CGS> 7,434
<TOTAL-COSTS> 7,434
<OTHER-EXPENSES> 2,266
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 497
<INCOME-PRETAX> 26
<INCOME-TAX> 0
<INCOME-CONTINUING> 26
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 26
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
