<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended May 29, 1994
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
-------------- ---------------------------
Commission File Number 1-8770
M E A S U R E X C O R P O R A T I O N
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 94-1658697
---------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Results Way, Cupertino, California 95014
---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 255-1500
Not Applicable
- - --------------------------------------------------------------------------------
(Former name, former address & former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common stock outstanding at June 30, 1994 17,932,609(1)
(1) Excludes common stock held in treasury.
1
<PAGE>
MEASUREX CORPORATION
Index
Part I. Financial Information Page No.
- - ------------------------------ --------
Item 1. Financial Statements
Consolidated Statements of Income -
Three Months and Six Months ended May 29, 1994
and May 30, 1993 3
Consolidated Balance Sheets -
May 29, 1994 and November 28, 1993 4-5
Consolidated Statements of Cash Flows -
Six Months ended May 29, 1994 and
May 30, 1993 6
Notes to Consolidated Financial Statements 7-11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12-15
Part II. Other Information
---------------------------
Item 2. Submission of Matters to a Vote of Security Holders 15
Item 6. Exhibits and Reports on Form 8-K 16
Signatures 17
Exhibits:
11 - Computation of Net Income Per Share 18
2
<PAGE>
MEASUREX CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Dollar amounts in thousands except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
-------------------- ----------------------
May 29, May 30, May 29, May 30,
1994 1993 1994 1993
-------- --------- --------- ----------
<S> <C> <C> <C> <C>
Revenues:
Systems $36,482 $40,623 $ 74,100 $ 78,077
Service and other 26,096 25,518 50,123 49,903
------- ------- -------- --------
Total revenues 62,578 66,141 124,223 127,980
------- ------- -------- --------
Operating costs and expenses:
Systems 23,264 26,271 47,220 52,140
Service and other 16,333 16,192 31,358 32,153
Product development 4,865 5,469 9,944 9,904
Selling and administrative 15,776 15,991 31,205 30,312
------- ------- -------- --------
Total operating costs
and expenses 60,238 63,923 119,727 124,509
------- ------- -------- --------
Earnings from operations 2,340 2,218 4,496 3,471
Other income (expense):
Interest expense (330) (118) (666) (172)
Interest income and other 1,125 1,244 2,671 2,758
------- ------- -------- --------
Total other income, net 795 1,126 2,005 2,586
------- ------- -------- --------
Income before income taxes and
cumulative effect of accounting
change 3,135 3,344 6,501 6,057
Provision for income taxes 1,357 1,170 2,535 2,147
------- ------- -------- --------
Income before cumulative effect
of accounting change 1,778 2,174 3,966 3,910
Cumulative effect of accounting
change - - 524 -
------- ------- -------- --------
Net income $ 1,778 $ 2,174 $ 4,490 $ 3,910
======= ======= ======== ========
Income per share:
Income before cumulative effect
of accounting change $.10 $.12 $ .22 $ .22
Cumulative effect of accounting - - .03 -
change ------- ------- -------- --------
Net income per share $.10 $.12 $ .25 $ .22
======== ======= ======== ========
Dividends per share $.11 $.11 $ .22 $ .22
------- ------- -------- --------
Average number of common and
common equivalent shares 18,040 18,034 18,095 18,125
======= ======= ======== =======
</TABLE>
3
<PAGE>
MEASUREX CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
May 29, November 28,
ASSETS 1994 1993
- - ------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 69,777 $ 76,040
Marketable securities and short-term
investments 37,047 35,371
Accounts receivable 54,025 55,126
Inventories 35,336 35,697
Prepaid expenses and other 11,231 11,473
-------- --------
Total current assets 207,416 213,707
-------- --------
Contracts receivable 27,964 26,651
Service parts, net 3,508 3,178
Property, plant and equipment, net 51,132 53,161
Other assets 20,916 21,619
-------- --------
Total assets $310,936 $318,316
======== ========
</TABLE>
4
<PAGE>
MEASUREX CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands except share and per share data)
<TABLE>
<CAPTION>
May 29, November 28,
LIABILITIES AND STOCKHOLDERS' EQUITY 1994 1993
- - ---------------------------------------------------------------------------------
(unaudited)
<S> <C> <C>
Current liabilities:
Current portion of long-term debt $ 4,402 $ 4,516
Accounts payable 4,381 6,732
Accrued expenses 60,920 62,594
Income taxes payable 657 2,145
-------- --------
Total current liabilities 70,360 75,987
-------- --------
Long-term debt 14,321 16,783
Deferred income taxes 11,759 13,682
-------- --------
Total liabilities 96,440 106,452
-------- --------
Commitments and Contingencies
Stockholders' Equity:
Preferred stock, $.01 par value:
Authorized: 10,000,000 shares;
issued and outstanding: none - -
Common stock, $.01 par value:
Authorized: 50,000,000 shares;
outstanding: 1994 - 19,035,868 shares,
1993 - 19,036,948 shares 190 190
Additional capital 75,344 75,202
Retained earnings 167,023 167,211
Net unrealized losses on marketable securities (198) -
Cumulative translation adjustments (4,988) (5,707)
Less: Treasury stock, at cost: 1994 - 1,107,288
shares, 1993 - 1,192,726 shares (22,875) (25,032)
-------- --------
Total stockholders' equity 214,496 211,864
-------- --------
Total liabilities and stockholders' equity $310,936 $318,316
======== ========
</TABLE>
5
<PAGE>
MEASUREX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
Six Months Ended
---------------------
May 29, May 30,
1994 1993
- - ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 4,490 $ 3,910
Non-cash items included in net income:
Depreciation and amortization:
Service parts 873 892
Property, plant and equipment 4,712 4,689
Capitalized software and goodwill 2,155 1,866
Deferred income taxes (1,923) 173
Translation (gain)loss (585) 2,724
Inventory reserves 645 1,523
Net (increase) decrease in:
Accounts and contracts receivable 440 (5,630)
Inventories and service parts (1,167) (657)
Prepaid and other 482 (1,107)
Net increase (decrease) in:
Accounts payable and accrued expenses (4,326) (10,882)
Income taxes payable (1,478) (689)
Other, net 837 349
-------- --------
Net cash provided by (used in) operating activities 5,155 (2,839)
-------- --------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of marketable securities and
short-term investments (51,928) (42,941)
Sale of marketable securities and short-
term investments 21,203 29,655
Maturities of short-term investments 29,049 23,977
Acquisition of property, plant and equipment (3,347) (2,869)
Acquisition of subsidiary, net of cash acquired - (1,668)
Capitalized software (1,591) (1,151)
-------- --------
Net cash provided by (used in) investing activities (6,614) 5,003
-------- --------
CASH FLOWS USED IN FINANCING ACTIVITIES:
Additions to long-term debt - 21,921
Reductions of long-term debt (2,576) (793)
Dividends (3,936) (3,970)
Stock issued under stock purchase and stock
option plans 1,359 806
Payment for treasury stock - (2,914)
-------- --------
Net cash provided by (used in) financing activities (5,153) 15,050
-------- --------
Effect of exchange rate fluctuations on
cash and cash equivalents 349 (3,244)
-------- --------
Net increase (decrease) in cash and cash equivalents (6,263) 13,970
Cash and cash equivalents at beginning of period 76,040 74,368
-------- --------
Cash and cash equivalents at end of period $ 69,777 $ 88,338
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ 666 $ 195
Income taxes $ 4,958 $ 2,524
</TABLE>
6
<PAGE>
MEASUREX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
------------------------------------------
BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared in
accordance with SEC requirements for interim financial statements. They,
therefore, do not include all the disclosures which are presented in the
Company's Annual Report on Form 10-K. It is suggested that the financial
statements be read in conjunction with the Consolidated Financial Statements and
notes thereto included in the Company's Annual Report on Form 10-K.
The information furnished reflects all adjustments (consisting only of normal
recurring adjustments) which are, in the opinion of management, necessary for
the fair statement of financial position, results of operations and cash flows
for the interim period. The year-end condensed balance sheet data was derived
from audited financial statements, but does not include all disclosures required
by generally accepted accounting principles. The results of operations for the
periods presented are not necessarily indicative of results to be expected for
the full year.
CONSOLIDATIONS
The consolidated financial statements include the accounts of all subsidiaries
after elimination of intercompany balances and transactions. The Company has
reclassified the presentation of certain prior year information to conform with
the current year presentation format.
NET INCOME PER SHARE
Net income per share is computed based on the weighted average number of common
shares outstanding during the year adjusted to reflect the assumed exercise of
outstanding stock options to the extent these had a dilutive effect on the
computation.
FISCAL YEAR
The Company uses a 52-53 week fiscal year. 1994 and 1993 are 52 week fiscal
years.
FAIR VALUE OF FINANCIAL INSTRUMENTS
In the first quarter of 1994, the Company elected to adopt Financial Accounting
Statement No. 115 "Accounting for Certain Investments in Debt and Equity
Securities". All marketable securities are deemed available for sale and
therefore reported at fair value with net unrealized gains and losses reported
net of related taxes as a separate component of stockholders' equity. When the
decline in market value is considered other than temporary, the loss is charged
to income as a write down. The Company believes that the fair value of its
long-term debt approximates the carrying value of those obligations as of May
29, 1994. The fair value of the Company's long-term debt is estimated based on
interest rates currently available to the Company for debt with similar terms
and maturities.
7
<PAGE>
MEASUREX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (Continued)
(May 29, 1994 - Unaudited)
-------------------------------------------------------
ACCOUNTS RECEIVABLE
Accounts receivable consist of the following:
(In thousands)
<TABLE>
<CAPTION>
May 29, November 28,
1994 1993
------ -----------
<S> <C> <C>
Accounts receivable 50,528 $52,037
Contracts receivable 9,445 8,579
Less:
Allowance for noncollection and system returns (5,948) (5,490)
------- -------
$54,025 $55,126
======= =======
</TABLE>
- - -------------------------------------------------------------------------------
CONTRACTS RECEIVABLE
Contracts receivable consist of the following:
(In thousands)
<TABLE>
<CAPTION>
May 29, November 28,
1994 1993
------ -----------
<S> <C> <C>
Contracts receivable 38,926 $36,887
Less:
Allowance for noncollection and system returns (1,517) (1,657)
------- -------
37,409 35,230
Current portion (9,445) (8,579)
------- -------
27,964 $26,651
======= =======
</TABLE>
Customer financing for systems is collateralized by security in the related
asset. The Company maintains allowances for potential credit losses and such
losses have been within management's expectations. Contracts receivable from
two major customers amounted to approximately $11.1 million at May 29, 1994.
- - --------------------------------------------------------------------------------
INVENTORIES
Inventories consist of the following:
(In thousands)
<TABLE>
<CAPTION>
May 29, November 28,
1994 1993
------- ------------
<S> <C> <C>
Purchased parts and components $18,316 $18,217
Work in process 10,283 10,733
Finished subassemblies and systems 6,737 6,747
------- -------
$35,336 $35,697
======= =======
</TABLE>
- - --------------------------------------------------------------------------------
8
<PAGE>
MEASUREX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (Continued)
(May 29, 1994 - Unaudited)
-------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are recorded
at cost and consist of the following:
<TABLE>
<CAPTION>
(In thousands) May 29, November 28,
1994 1993
-------- ------------
<S> <C> <C>
Property, plant and equipment $111,876 $110,005
Less: Accumulated depreciation (60,744) (56,844)
-------- --------
$ 51,132 $ 53,161
======== ========
</TABLE>
- - -------------------------------------------------------------------------
OTHER ASSETS
Other assets consist of the following:
<TABLE>
<CAPTION>
(In thousands) May 29, November 28,
1994 1993
-------- ------------
<S> <C> <C>
Capitalized software, net 7,054 $ 7,246
Goodwill and other 13,862 14,373
-------- -------
$ 20,916 $21,619
======== =======
</TABLE>
- - --------------------------------------------------------------------------------
LONG-TERM DEBT
In May 1993, the Company borrowed $20.0 million under a 5.35% five-year
unsecured term loan agreement with a bank. Proceeds from the loan were used
principally to support the Company's United States equipment lease portfolio and
provide a hedge against interest rate fluctuations. Interest is payable
quarterly, with principal payable in equal quarterly installments of $1.0
million through June 1998. The loan agreement contains certain restrictive
covenants which include the maintenance of minimum consolidated cash balances,
minimum tangible net worth, and certain financial ratios. The Company was in
compliance with all covenants at May 29, 1994.
- - --------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES
As of May 29, 1994, the Company had unsecured bank lines of credit agreements of
$25.0 million, which provide for domestic and foreign currency borrowings,
advances and guarantees, Bankers' Acceptances, and letters of credit. At that
date, the Company was contingently liable for approximately $7.2 million
relating principally to letters of credit issued.
The agreements, which expire during fiscal year 1994, require the Company to
adhere to certain covenants regarding working capital, indebtedness, and minimum
stockholders' equity. A revolving credit agreement ($20.0 million) provides for
variable interest rates based on the London Interbank Offer Rate (LIBOR). Under
a multicurrency credit agreement ($5.0 million), the Company may obtain loans at
the lending bank's base rate plus 3/8%. The Company is subject to legal
proceedings and claims that arise in the normal course of its business. In the
opinion of management, these proceedings will not have a material adverse effect
on the financial position and results of operations of the Company.
9
<PAGE>
MEASUREX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (Continued)
(May 29, 1994 - Unaudited)
-------------------------------------------------------
INTEREST INCOME AND OTHER
Components of Interest Income and other are as follows:
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------- ------------------
May 29, May 30, May 29, May 30,
1994 1993 1994 1993
-------- -------- -------- -------
<S> <C> <C> <C> <C>
Interest income $1,232 $1,406 $2,910 $3,040
Foreign exchange gain (loss) (107) (162) (239) (282)
------ ------ ------ ------
$1,125 $1,244 $2,671 $2,758
====== ====== ====== ======
</TABLE>
- - --------------------------------------------------------------------------------
INCOME TAXES
The Company's effective tax rate is based on the estimated income and related
tax provision for the entire year. It is the policy of the Company to provide
U.S. and foreign income taxes on the portion of the accumulated earnings of the
Company's foreign subsidiaries which are intended to be remitted to the parent
company within the foreseeable future. Income tax payments of $5.0 million were
made during the six months ended May 29, 1994.
Effective November 29, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). The
adoption of SFAS 109 resulted in a cumulative adjustment which increased first
quarter 1994 earnings by $0.5 million. After adoption of SFAS 109, the primary
components of the Company's deferred tax assets and liabilities as of November
29, 1993, were as follows (in thousands):
10
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (Continued)
(May 29, 1994 - Unaudited)
-------------------------------------------------------
<TABLE>
<S> <C>
Deferred income tax assets:
Noncollection and system return
reserves $ 2,167
Inventory reserves 4,482
Employee expenses 2,051
Operating expenses not currently
deductible 1,184
Other 1,156
Net operating loss and tax credit
carryforward 8,432
Valuation allowance for deferred
tax assets (7,317)
-------
Net deferred tax assets 12,155
-------
Deferred income tax liabilities:
Finance leases $ (2,673)
Property, plant and equipment (2,478)
Capitalized software (2,776)
Undistributed earnings of foreign
subsidiaries (3,668)
Other (1,143)
--------
Gross deferred tax liabilities (12,738)
--------
Net deferred tax liabilities $ (583)
========
</TABLE>
- - --------------------------------------------------------------------------------
11
<PAGE>
MEASUREX CORPORATION
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
- - --------------------------------------------------------------------------
OPERATIONS
- - ----------
LIQUIDITY AND CAPITAL RESOURCES
- - -------------------------------
With $106.8 million in cash and cash equivalents, marketable securities and
short-term investments, Measurex's financial condition remained strong as of May
29, 1994. Net cash provided by operations during the first six months of 1994
was $5.2 million. Net income adjusted for noncash items was $10.4 million, down
from $15.8 million in the first half of 1993. Offsetting the cash generated,
accounts payable and accrued liabilities decreased $4.3 million primarily due to
year-end profit sharing and bonus payments.
Net cash used in operations during the first half of 1993 was $2.8 million. Net
income adjusted for noncash items was $15.8 million. Offsetting the cash
generated, accounts and contracts receivable increased by $5.6 million, and
accounts payable and accrued liabilities decreased $10.9 million. Accounts and
contracts receivable increased due to higher system shipments into Japan where
customers typically pay slower. Profit sharing payments as well as payments made
for severance costs led to the decrease in accounts payable and accrued
liabilities.
Excluding marketable securities and short-term investments, net cash used for
investing activities totaled $4.9 million in the first half of 1994 as compared
to $5.7 million in the first half of 1993. Investments in property, plant and
equipment totaled $3.3 million during 1994, slightly higher than the level in
1993. No major facility expansions occurred in the first half of 1994 or are
planned for the remainder of the year. On April 7, 1993, the Company acquired
Roibox Oy, a worldwide supplier of web-inspection products for the paper
industry, for a cash payment of approximately $2 million. Roibox Oy operates as
a separate subsidiary of Measurex, with manufacturing, engineering, product
marketing and sales support. The net assets and operating results from this
subsidiary are included in the consolidated financial statements from the date
of acquisition.
During the first half of 1994, cash used for financing activities totaled $5.1
million as compared to $15.1 million received from financing activities in the
first half of 1993 primarily due to $20.0 million borrowed by the Company in May
1993 under a 5.35% five year unsecured bank loan. Proceeds from the loan were
used to support the Company's United States equipment lease portfolio and
provide a hedge against interest rate fluctuations. The Company was in
compliance with all loan covenants at May 29, 1994. Cash used to reduce
outstanding debt and pay dividends were partially offset by proceeds received
from employee stock option and purchase plans in the first half of 1994.
As a result of the above operating, investing and financing activities, and
giving effect to exchange rate fluctuations, the Company's cash and cash
equivalents decreased $6.2 million from $76.0 million at year-end 1993 to $69.8
million at May 29, 1994 while marketable securities and short-term investments
increased $1.7 million to $37.0 million. The Company's current ratio (current
assets divided by current liabilities) was 2.9 at the end of the first half of
1994 compared to 2.8 at year-end 1993. Total debt was at 9% of stockholders'
equity at May 29, 1994 compared to 10% at November 28, 1993.
12
<PAGE>
MEASUREX CORPORATION
Item 2.
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
- - -------------------------------------------
As of May 29, 1994, the Company's principal sources of liquidity included cash,
cash equivalents, marketable securities and short-term investments of $106.8
million and unsecured bank lines of credit of $25 million, of which $7.2 million
was committed to letters of credit. The Company believes that its financial
resources will provide adequate flexibility to fund the Company's operating
needs, capital expenditures and cash dividends during fiscal year 1994.
RESULTS OF OPERATIONS
- - ---------------------
System orders for the second quarter of 1994 were $39 million, down 7 percent
from $42 million in 1993's second quarter. Orders in the United States exceeded
last year's second quarter, while orders in most other major geographic areas
were lower. For the first half of 1994, orders were $70 million versus $76
million in the comparable prior year period reflecting lower orders in the Asian
market but higher orders in the United States.
System backlog at the end of 1994's second quarter was $85 million. This was
down 7 percent from $91 million in the comparable period a year ago.
Approximately 90 percent of the $85 million backlog is scheduled to be shipped
during the next 12 months. Backlog was lower in most markets except the United
States.
Systems revenue was $36.5 million in the second quarter of 1994, 10% lower than
the prior year's second quarter. Systems revenue of $74.1 million for the first
half of 1994 was 5% lower than the first half of 1993. Overall sales continued
to be restrained by a depressed market in the paper industry and ongoing price
competition. Service and other revenues increased $0.6 million to $26.1 million
in the second quarter of 1994 from $25.5 million in the second quarter of 1993.
The improvement in revenues was attributable to call-out service billings.
Service revenues for the first half of 1994 were about the same as the first
half of 1993.
Margins on systems revenue were 36% in the second quarter of 1994 as compared to
35% in the second quarter of 1993. System margins for the first half of 1994
were 3% higher than the first half of 1993. The lower system margin in 1993
resulted primarily from the factory startup costs and initial installation costs
for the new MXOpen (Trade Mark) product line. Service and other margins were 37%
in the second quarter and first half of 1994 slightly higher than the comparable
periods of 1993. The improvement in service margins reflected ongoing cost
controls and better utilization of field service resources.
Product development expense decreased $0.6 million (11%) to $4.9 million in the
second quarter of 1994 from $5.5 million in the second quarter of 1993 due to
higher software capitalization. Measurex capitalized $0.9 million and $0.3
million of software development costs in the second quarter of 1994 and 1993,
respectively. Amortization of capitalized software to system costs totaled $0.9
million in the second quarter of 1994 and 1993. The Company's future results
depend, to a considerable extent, on its ability to maintain a competitive
advantage in both the products and services it provides. To this end, the
Company believes it is critical to continue to make investments in new product
development. In June 1994, the Company introduced the MXOpen (Trade Mark)
Networked Solutions product line to the Industrial Systems market at the
National Plastics Exposition in Chicago, Illinois.
13
<PAGE>
MEASUREX CORPORATION
Item 2.
RESULTS OF OPERATIONS (CONTINUED)
- - ---------------------------------
Selling and administrative expenses of $15.8 million in the second quarter of
1994 were slightly lower than the same period of a year ago. Selling and
administrative expense increased $.9 million (3%) from $30.3 million in the
first half of 1993 to $31.2 million in the same period in 1994. This increase
in expenditures in 1994 over 1993 was attributable in part to the inclusion of
Roibox operations beginning in the second quarter of 1993 and higher profit
sharing expenses.
The Company plans to continue to tightly control expenditures in all areas to
ensure that expenses are in line with projected shipment levels.
In the first quarter of 1994, the Company elected to adopt Financial Accounting
Statement No. 115 "Accounting for Certain Investments in Debt and Equity
Securities". All marketable securities are deemed available for sale and
therefore reported at fair value with net unrealized gains and losses reported
net of related taxes as a separate component of stockholders' equity. When the
decline in market value is considered other than temporary, the loss is charged
to income as a write down.
The Company's effective tax rate during the second quarter of 1994 was 43%,
compared with 35% during the second quarter of 1993. The effective tax rate for
the first half of 1994 was 39% versus 35% for the first half of 1993. The
increase in the tax rate is due to a change in the geographic mix of earnings.
In the first quarter of 1994, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). The
cumulative effect of this change increased net income by $0.5 million, or $0.03
per share.
Net income for the second quarter of 1994 was $1.8 million, or $0.10 a share,
compared with $2.2 million or $0.12 a share in 1993's second quarter. Income
before cumulative effect of accounting change was $3.9 million, or $0.22 per
share the first half of 1994 and 1993. Interest income in the second quarter
and first half of 1994 was slightly lower than the same periods in 1993.
14
<PAGE>
MEASUREX CORPORATION
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
The Company held its Annual Meeting of Stockholders at its principal
executive office, One Results Way, Cupertino, California, at 10:00 a.m.
Tuesday, April 19, 1994. The results of voting at said meeting were as
follows:
MATTER 1: The following individuals were elected to the Company's Board
of Directors by a vote of the stockholders:
<TABLE>
<CAPTION>
FOR WITHHOLD
------------ -----------
<S> <C> <C>
Paul Bancroft III 15,067,818 55,990
Dwight C. Baum 15,053,695 70,113
John C. Gingerich 15,066,500 57,308
</TABLE>
In addition, the term of office as a director continued subsequent to
the meeting for the following individuals:
<TABLE>
<C> <S>
David A. Bossen, Chairman of the Board of Directors and Chief
Executive Officer, Measurex Corporation
Orion L. Hoch Director
Jeffery T. Grade Director
John W. Larson Director
J. W. McKittrick Director
Graham Tyson Director
</TABLE>
MATTER 2: A proposal to amend the Company's Employee Stock Purchase
Plan to increase the number of shares of common stock authorized for
issuance thereunder from 1,000,000 to 1,225,000 shares was approved by
a vote of the stockholders as follows:
FOR AGAINST ABSTAIN
------------ ----------- -------
13,841,151 1,212,578 70,079
MATTER 3: A proposal to ratify the selection of Coopers & Lybrand, as
independent auditors of the Company was approved by a vote of the
stockholders as follows:
FOR AGAINST ABSTAIN
------------ ----------- -------
14,700,114 174,952 248,742
15
<PAGE>
MEASUREX CORPORATION
PART II. OTHER INFORMATION (continued)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits
Exhibit 11 - Computation of Net Income Per Share
(b) Reports on Form 8-K
No report on Form 8-K has been filed during the quarter ended
May 29, 1994.
16
<PAGE>
MEASUREX CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Measurex Corporation
----------------------------
(Registrant)
Date: July 11, 1994 By: /s/ Carl A. Thomsen
--------------------------
Senior Vice President and
Chief Financial Officer
17
<PAGE>
EXHIBIT 11
MEASUREX CORPORATION
COMPUTATION OF NET INCOME PER SHARE
(Unaudited)
-----------------------------------
(Dollar amounts in thousands except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
---------------------- --------------------
May 29, May 30, May 29, May 30,
1994 1993 1994 1993
- - --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Primary:
Average shares outstanding 17,918 17,997 17,902 18,017
Net effect of dilutive stock options
based on the treasury stock method
using average market price 122 37 193 108
------- ------- ------- -------
Average common and common
equivalent shares outstanding 18,040 18,034 18,095 18,125
======= ======= ======= =======
Income before cumulative effect of
accounting change $ 1,778 $ 2,174 $ 3,966 $ 3,910
======= ======= ======= =======
Net income $ 1,778 $ 2,174 $ 4,490 $ 3,910
======= ======= ======= =======
Income per share before cumulative effect
of accounting change $ .10 $ .12 $ .22 $ . 22
======= ======= ======= =======
Net income per share $ .10 $ .12 $ .25 $ . 22
======= ======= ======= =======
Fully diluted: (Note A)
Average shares outstanding 17,918 17,997 17,902 18,017
Net effect of dilutive stock options
based on the treasury stock method
using quarter-end market price or
average market price when greater
than quarter-end price 122 41 199 117
------- ------- ------- -------
Average common and common
equivalent shares outstanding 18,040 18,038 18,101 18,134
======= ======= ======= =======
Income before cumulative effect of
accounting change $ 1,778 $ 2,174 $ 3,966 $ 3,910
======= ======= ======= =======
Net income $ 1,778 $ 2,174 $ 4,490 $ 3,910
======= ======= ======= =======
Income per share before cumulative effect
of accounting change $ .10 $ .12 $ .22 $ .22
======= ======= ======= =======
Net income per share $ .10 $ .12 $ .25 $ .22
======= ======= ======= =======
</TABLE>
- - --------------------------------------------------------------------------------
Note A: Fully diluted earnings per share have been calculated in accordance with
Accounting Principles Board Opinion No. 15, "Earnings Per Share".
18
