<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended MARCH 5, 1995
[ ] 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 April 7, 1995: 16,379,784(1)
(1) Excludes common stock held in treasury.
This document contains 16 pages, with the Exhibit Index located on pages 12
and 13.
1
<PAGE>
MEASUREX CORPORATION
Index
<TABLE>
<CAPTION>
Part I. Financial Information Page No.
- ------------------------------ --------
<S> <C> <C>
Item 1. Financial Statements
Consolidated Condensed Statements of Income -
Three Months ended March 5, 1995 and
February 27, 1994 3
Consolidated Condensed Balance Sheets -
March 5, 1995 and November 27, 1994 4
Consolidated Condensed Statements of Cash Flows -
Three Months ended March 5, 1995 and
February 27, 1994 5
Notes to Condensed Consolidated Financial Statements 6-9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10-11
Part II. Other Information
- ---------------------------
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3, Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 14
Exhibits:
10 - Material contracts 12
11 - Computation of Net Income Per Share 15
27 - Financial Data Schedule 16
</TABLE>
2
<PAGE>
Part I. Financial Information
Item 1. Financial Statements
MEASUREX CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
(Dollar amounts in thousands except per share data)
<TABLE>
<CAPTION>
Three Months Ended
----------------------------
March 5, February 27,
1995 1994
- -----------------------------------------------------------------
<S> <C> <C>
Revenues:
Systems $46,802 $37,618
Service and other 26,633 24,027
------- -------
Total revenues 73,435 61,645
------- -------
Operating costs and expenses:
Systems 30,079 23,956
Service and other 17,165 15,025
Product development 4,770 5,079
Selling and administrative 17,240 15,429
------- -------
Total operating costs
and expenses 69,254 59,489
------- -------
Earnings from operations 4,181 2,156
Other income (expense):
Interest expense (787) (336)
Interest income and other, net 1,801 1,546
------- -------
Total other income, net 1,014 1,210
------- -------
Income before income taxes and
cumulative effect of accounting
change 5,195 3,366
Provision for income taxes 1,714 1,178
------- -------
Income before cumulative effect
of accounting change 3,481 2,188
Cumulative effect of accounting
change - 524
------- -------
Net income $ 3,481 $ 2,712
======= =======
Net income per share:
Income before cumulative effect
of accounting change $ .20 $ .12
Cumulative effect of accounting
change - .03
------- -------
Net income per share $ .20 $ .15
======= =======
Dividends per share $ .11 $ .11
======= =======
Average number of common and
common equivalent shares (In thousand) 17,331 18,150
======= =======
</TABLE>
The accompanying notes are an integral part of the consolidated condensed
financial statements.
3
<PAGE>
MEASUREX CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
March 5, November 27,
1995 1994
- -------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 58,338 $ 82,254
Short-term investments 8,550 27,030
Accounts receivable 69,542 61,583
Inventories 26,432 24,685
Prepaid expenses and other 12,158 11,957
-------- --------
Total current assets 175,020 207,509
-------- --------
Contracts receivable 34,910 32,139
Service parts, net 11,970 12,286
Property, plant and equipment, net 49,238 49,655
Other assets 21,268 18,234
-------- --------
Total assets $292,406 $319,823
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 4,389 $ 4,387
Short-term debt 4,063 4,063
Accounts payable 6,355 5,989
Accrued expenses 64,881 65,686
Income taxes payable 4,065 3,848
-------- --------
Total current liabilities 83,753 83,973
-------- --------
Long-term debt 23,777 12,167
Deferred income taxes 6,371 6,500
-------- --------
Total liabilities 113,901 102,640
-------- --------
Shareholders' Equity 178,505 217,183
-------- --------
Total liabilities and shareholders' equity $292,406 $319,823
======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated condensed
financial statements.
4
<PAGE>
MEASUREX CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
Three Months Ended
--------------------------
March 5, February 27,
1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash used in operating activities (6,267) (5,535)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of held-to-maturity securities - (38,814)
Sale of available-for-sale securities 11,254 9,803
Maturities of held-to-maturity securities 7,020 15,145
Acquisition of property, plant and equipment (1,460) (1,250)
Acquisition of technology (3,380) -
Capitalized software (424) (699)
-------- --------
Net cash provided by (used in) investing activities 13,010 (15,815)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Additions to long-term debt 13,017 -
Payment of long-term debt (2,111) (1,469)
Dividends (1,777) (1,966)
Stock issued under employee stock purchase and stock
option plans 3,847 1,027
Payment for treasury stock (43,578) -
-------- --------
Net cash used in financing activities (30,602) (2,408)
-------- --------
Effect of exchange rate fluctuations on
cash and cash equivalents (57) (1,472)
-------- --------
Net decrease in cash and cash equivalents (23,916) (25,230)
Cash and cash equivalents at beginning of period 82,254 76,040
-------- --------
Cash and cash equivalents at end of period $ 58,338 $ 50,810
======== ========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
AND FINANCING ACTIVITIES
Note exchanged for intangible assets $ 700 $ -
</TABLE>
The accompanying notes are an integral part of the consolidated condensed
financial statements.
5
<PAGE>
MEASUREX CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
------------------------------------------
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated condensed 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
Measurex Corporation ("the Company") 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.
Consolidation
The consolidated condensed financial statements include the accounts of all
subsidiaries after elimination of intercompany balances and transactions.
Net Income per Share
Net income per share is computed based on the weighted average number of common
shares outstanding during the period 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. Fiscal 1995 is a 53 week year and
fiscal 1994 is a 52 week year. The extra week in 1995 is accounted for in the
first quarter.
6
<PAGE>
MEASUREX CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS, (Continued)
(March 5, 1995 - Unaudited)
-----------------------------------------------
NOTE 2. ACCOUNTS RECEIVABLE
Accounts receivable consist of the following:
<TABLE>
<CAPTION>
(In thousands) March 5, November 27,
1995 1994
-------- ------------
<S> <C> <C>
Accounts receivable $ 65,060 $ 56,619
Contracts receivable 11,187 11,547
Less:
Allowance for non-collection and system returns (6,705) (6,583)
-------- --------
$ 69,542 $ 61,583
======== ========
</TABLE>
- --------------------------------------------------------------------------------
NOTE 3. CONTRACTS RECEIVABLE
Contracts receivable consist of the following:
<TABLE>
<CAPTION>
(In thousands) March 5, November 27,
1995 1994
-------- ------------
<S> <C> <C>
Contracts receivable $ 47,957 $ 45,745
Less:
Allowance for noncollection and system returns (1,860) (2,059)
-------- --------
46,097 43,686
Current portion (11,187) (11,547)
-------- --------
$ 34,910 $ 32,139
======== ========
</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.
- --------------------------------------------------------------------------------
NOTE 4. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
(In thousands) March 5, November 27,
1995 1994
-------- ------------
<S> <C> <C>
Purchased parts and components $ 11,947 $ 12,417
Work in process 8,684 7,724
Finished subassemblies and systems 5,801 4,544
-------- --------
$ 26,432 $ 24,685
======== ========
</TABLE>
- --------------------------------------------------------------------------------
NOTE 5. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment are recorded
at cost and consist of the following:
<TABLE>
<CAPTION>
(In thousands) March 5, November 27,
1995 1994
-------- ------------
<S> <C> <C>
Property, plant and equipment $114,854 $114,135
Less: Accumulated depreciation (65,616) (64,480)
-------- --------
$ 49,238 $ 49,655
======== ========
</TABLE>
- --------------------------------------------------------------------------------
7
<PAGE>
MEASUREX CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS, (Continued)
(March 5, 1995 - Unaudited)
---------------------------------------
NOTE 6. OTHER ASSETS
Other assets consist of the following:
<TABLE>
<CAPTION>
(In thousands) March 5, November 27,
1995 1994
------- ------------
<S> <C> <C>
Capitalized software, net $ 5,396 $ 5,852
Goodwill and other 15,872 12,382
------- -------
$21,268 $18,234
======= =======
</TABLE>
- --------------------------------------------------------------------------------
NOTE 7. LINES OF CREDIT AND DEBT
On March 5, 1995, the company had two unsecured bank lines of credit agreements
that provide for unsecured borrowings up to $70 million. The lines of credit
include a $20 million revolving credit agreement that provides for variable
interest rate borrowings based on the London Interbank Offer Rate (LIBOR) and a
$50 million multicurrency credit agreement with a group of banks providing
borrowings at variable interest rates including a base rate borrowing, an
offshore rate borrowing and local currency rate borrowing. There was $57
million available in connection with these agreements at March 5, 1995, of which
$9 million was committed to letters of credit.
The agreements, which expire July 1995 and February 1998, respectively, require
the Company to adhere to certain covenants regarding working capital,
indebtedness, and minimum shareholders' equity.
Short-term debt was repaid on March 15, 1995 and the Company borrowed $4.1
million (400,000,000 Yen) against its unsecured multicurrency line of credit.
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 March 5, 1995.
Long-term debt consists of the following:
<TABLE>
<CAPTION>
(In thousands) March 5, November 27,
1995 1994
-------- ------------
<S> <C> <C>
Term loan $13,000 $15,000
Bank credit agreement 17,063 4,063
Other borrowing 2,166 1,554
------- -------
32,229 20,617
Less amount due within one year 8,452 8,450
------- -------
$23,777 $12,167
======= =======
</TABLE>
- --------------------------------------------------------------------------------
NOTE 8. COMMITMENTS AND CONTINGENCIES
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.
- --------------------------------------------------------------------------------
8
<PAGE>
MEASUREX CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS, (Continued)
(March 5, 1995 - Unaudited)
---------------------------------------
NOTE 9. EXIT AND RESTRUCTURING COSTS
In the fourth quarter of 1994, the Company recorded a $6.4 million charge for
exit costs relating to a restructuring plan. This plan included establishment
of a cross-functional team organization for Cupertino and Ireland operations as
well as consolidation of some other facilities and organizations. Of the $6.4
million, $3.7 million has been utilized through March 5, 1995.
- --------------------------------------------------------------------------------
NOTE 10. INTEREST INCOME AND OTHER, NET
Components of interest income and other, net
are as follows:
<TABLE>
<CAPTION>
(In thousands)
Three Months Ended
--------------------
<S> <C> <C>
March 5, February 27,
1995 1994
-------- ------
Interest income $1,853 $1,678
Foreign exchange loss 52 132
------ ------
$1,801 $1,546
====== ======
</TABLE>
- --------------------------------------------------------------------------------
NOTE 11. 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.
- --------------------------------------------------------------------------------
9
<PAGE>
MEASUREX CORPORATION
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
- --------------------------------------------------------------------------
OPERATIONS LIQUIDITY AND CAPITAL RESOURCES
- -----------------------------------------
As of March 5, 1995, Measurex maintained cash and cash equivalents balances of
$66.9 million. Net cash used in operations during the first quarter of 1995 was
approximately $6.3 million. Net income adjusted for noncash items was $7.2
million, up from $7.0 million in the first quarter of 1994. Offsetting the cash
generated, accounts payable and accrued liabilities decreased $0.7 million, and
accounts and contracts receivable increased by $10.5 million. Increases in
accounts and contracts receivable are due to increases in leasing activities,
higher volume of shipments as well as large systems shipped at the end of the
quarter. Accounts payable and accrued expenses decreased due to year-end profit
sharing payments, as well as payments made for severance costs and lower
spending as a result of workforce reductions.
Net cash used in operations during the first quarter of 1994 was $5.5 million.
Net income adjusted for noncash items was $7.0 million for the first quarter of
1994. Offsetting the cash generated, accounts and contracts receivable increased
by $3.1 million, and accounts payable and accrued liabilities decreased $8.9
million. The increase of accounts and contracts receivable corresponded with
higher system shipments in the last month of the quarter. Accounts payable and
accrued liabilities decreased primarily due to year-end profit sharing and bonus
payments.
Net cash provided by investing activities was $13.0 million for the first
quarter of 1995 compared with cash used in investing activities of $15.8 million
in the first quarter of 1994. The Company sold its available-for-sale securities
investment for $11.3 million and reduced its holding in held-to-maturity
securities investments by $7.0 million. Investments in property, plant and
equipment totaled $1.5 million during the first quarter of 1995 as compared to
$1.3 million in the first quarter of 1994. No major facility expansions
occurred in the first quarter of 1995, or are planned for the remainder of the
fiscal year. On December 14, 1994, the Company acquired the Webart Division of
The Ohmart Corporation, and its family of on-line measurement and control
systems. Under the terms of the agreement, Ohmart transferred Webart products,
engineering, services and other assets of the division to Measurex for $3.4
million in cash and a $0.7 million note payable.
During the first quarter of 1995, cash used for financing activities totaled
$30.6 million as compared to $2.4 million in the first quarter of 1994 primarily
due to the buy back of approximately two million shares of the Company stock
held by Harnischfeger Industries, Inc., reducing Harnischfeger's holding to 10%
from 20% of total stock outstanding as of March 5, 1995. The total value of the
transaction was $43.6 million. The Company utilized an additional $13.0 million
of its unsecured multicurrency line of credit primarily to finance the increase
in accounts receivable due to higher volume. The Company was in compliance with
all loan covenants as of March 5, 1995. Cash used to reduce outstanding debt
and pay dividends was partially offset by proceeds received from employee stock
option and purchase plans in the first quarter of 1995.
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 $23.9 million from $82.3 million at year-end 1994 to $58.3
million at March 5, 1995 and short-term investments decreased $18.5 million to
$8.6 million. The Company's current ratio (current assets divided by current
liabilities) was approximately 2.1 as of March 5, 1995, compared to 2.5 at
November 27, 1994. Total debt was 18% of shareholders' equity at March 5, 1995,
compared to 9% at November 27, 1994.
As of March 5, 1995, the Company's principal sources of liquidity included cash,
cash equivalents and short-term investments of $66.9 million and unsecured
revolving bank lines of credit of $57.0 million, of which $9.0 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 1995.
10
<PAGE>
MEASUREX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
- --------------------------------------------------------------------------
OPERATIONS (CONT.)
- -------------------
RESULTS OF OPERATIONS
- ---------------------
System orders for the first quarter ended March 5, 1995, were $50 million, an
increase of 61% from $31 million during the first quarter ended February 27,
1994. This is the highest level of orders for a first quarter in the history of
the Company. Orders for Paper systems for the first quarter of 1995 increased
58% over the same period in 1994, reflecting a strong market share and paper
companies' focus on upgrade and replacement of existing systems and the
additional week of operating activities in the first quarter of 1995. Worldwide
Industrial Systems orders for the first quarter of 1995 were $7.5 million, a
124% increase from $3.4 million in the first quarter of 1994, in part due to the
acquisition of the Webart Division of The Ohmart Corporation, and its family of
on-line measurement and control systems.
System backlog at the end of 1995's first quarter was $97 million. This was up
17 percent from $83 million in the comparable period a year ago. Approximately
90 percent of the $97 million backlog is scheduled to be shipped during the next
12 months. The backlog increase is due primarily to the increase in system
orders.
Systems revenue was $46.8 million in the first quarter of 1995, a 24% increase
from $37.6 million in the first quarter of 1994. Increased shipments of cross-
direction control systems, a large paper system shipment to Asia and the
additional week of operating activities are the principal factors in revenue
growth in the first quarter of 1995. Service and other revenues were $26.6
million, a 11% increase from $24.0 million in the first quarter of 1994.
Margins on systems revenue remained level at 36% of systems revenue in the first
quarter of 1995 and 1994. Service and other margins were 36% in the first
quarter of 1995 as compared to 37% in the first quarter of 1994. The decrease
in the service margin was attributable to an additional week of expense in the
first quarter of 1995. The first quarter of 1995 has a total of 14 weeks
compared to 13 weeks for the first quarter of 1994.
Product development costs were $5.2 million in the first quarter of 1995, down
from $5.9 million in the first quarter of 1994, reflecting the restructuring
that occurred in the fourth quarter of 1994. Of this total, Measurex
capitalized $0.4 million and $0.7 million of software development costs in the
first quarter of 1995 and 1994, respectively. Measurex amortized $0.9 million
of capitalized software to systems costs in each of the first quarters of 1995
and 1994. In January 1995, the Company introduced the CDOpen 2000 profile
control system which provides an upgrade path for CD control capability on pre-
MXOpen systems at EXFOR95 in Montreal, Canada.
Selling and administrative expenses increased by $1.8 million from $15.4 million
in the first quarter of 1994 to $17.2 million in the same period in 1995. This
increase in expenses in 1995 over 1994 was attributable to an additional week of
expense in the first quarter of 1995 as well as higher commissions and a weaker
dollar.
The Company's effective tax rate during the first quarter of 1995 was 33%,
compared with 35% during the first quarter of 1994. The decrease in the tax
rate is due to a change in the anticipated geographic mix of earnings for the
year, as well as utilization of foreign tax loss carryforwards.
Net income for the first quarter of 1995 was $3.5 million, or $0.20 a share,
compared with $2.7 million or $0.15 a share in 1994's first quarter. Income
before cumulative effect of accounting change was $2.2 million, or $0.12 per
share the first quarter of 1994.
11
<PAGE>
MEASUREX CORPORATION
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
-----------------
None.
ITEM 2. CHANGES IN SECURITIES
---------------------
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
-------------------------------
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
None
ITEM 5. OTHER INFORMATION
-----------------
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
-------- -------------------------------------------------------------
<S> <C>
10.1 Copy of Registrant's Employee's Stock Option Plan (1981)
(incorporated by reference from Exhibit 28.1 to Post
Effective Amendment No. 2 to Registration Statement No. 33-
22589, filed with the SEC on June 25, 1990).
10.2 Copy of Registrant's Employee's Stock Option Plan (1993)
(incorporated by reference from Form S-8 Registration
Statement No. 33-65762 filed with the SEC on July 8, 1993).
10.3 Copy of Registrant's Management Incentive Plan. (incorporated
by reference from Exhibit 10.8 on page 24 of Report on Form
10-K for the fiscal year ended November 30, 1986).
10.4 Copy of Registrant's Employee Stock Purchase Plan, amended
and restated effective December 14, 1993. (incorporated by
reference from Exhibit 10.4 on page 21 of Report on Form 10-K
for fiscal year ended November 27, 1994).
10.5 Copy of Registrant's Affiliation Agreement dated as of May
30, 1990, between Measurex Corporation and Harnischfeger
Industries, Inc. (incorporated by reference from Exhibit 4.1
to Form 8K filed with the SEC on June 12, 1990).
10.6 Copy of Repurchase Agreement dated December 29, 1994 (which
contains certain amendments to the Affiliation Agreement
referred to in Exhibit 10.5). (incorporated by reference from
Exhibit 10.6 on page 21 of Report on Form 10-K for fiscal
year ended November 27, 1994).
10.7 Copy of Registrant's Joint Marketing, Sales and Development
Agreement dated May 30, 1990 between Measurex Corporation and
Beloit Corporation (incorporated by reference from Exhibit
10.1 to Form 8K filed with the SEC on June 12, 1990).
10.8 Copy of Registrant's Joint Marketing, Sales and Development
Agreement dated February 12, 1991 between Measurex
Corporation and Enertec, (incorporated by reference from
Exhibit 10.8 on page 33 of Report on Form 10-K for the fiscal
year ended December 1, 1991).
</TABLE>
12
<PAGE>
MEASUREX CORPORATION
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (CONT)
---------------------------------------
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
-------- -------------------------------------------------------------
<S> <C>
10.9 Copy of Registrant's Joint Marketing, Sales and Development
Agreement dated February 28, 1991 between Measurex
Corporation and Mitsubishi Heavy Industries, Ltd.,
(incorporated by reference from Exhibit 10.9 on page 34 of
Report on Form 10-K for the fiscal year ended December 1,
1991).
10.10 Copy of Term Loan Agreement dated as of May 21, 1993, between
Measurex Corporation and the Bank of New York (incorporated
by reference from Exhibit 10 on Form 10-Q for the period
ended May 30, 1993).
10.11 Copy of Amendment dated as of February 10, 1995, to Term Loan
Agreement referred to in Exhibit 10.10. (incorporated by
reference from Exhibit 10.11 on page 22 of Report on Form
10-K for fiscal year ended November 27, 1994).
10.12 Copy of Credit Agreement dated as of July 22, 1993, between
Measurex Corporation and ABN Amro Bank N.V., San Francisco
International Branch and/or Cayman Islands Branch
(incorporated by reference from Exhibit 10 on Form 10-Q for
the period ended August 28, 1994).
10.13 Copy of First Amendment dated as of July 8, 1994 to Credit
Agreement referred to in Exhibit 10.12. (incorporated by
reference from Exhibit 10.13 on page 22 of Report on Form
10-K for fiscal year ended November 27, 1994).
10.14 Copy of Second Amendment dated as of December 29, 1994 to
Credit Agreement referred to in Exhibit 10.12. (incorporated
by reference from Exhibit 10.14 on page 22 of Report on Form
10-K for fiscal year ended November 27, 1994).
10.15 Copy of Third Amendment dated as of February 10, 1995 to
Credit Agreement referred to in Exhibit 10.11. (incorporated
by reference from Exhibit 10.15 on page 22 of Report on Form
10-K for fiscal year ended November 27, 1994).
10.16 Copy of Credit Agreement dated as of February 10, 1995 among
Measurex Corporation, Bank of America National Trust and
Savings Association, as Agent, and the other financial
institutions party hereto. (incorporated by reference from
Exhibit 10.16 on page 22 of Report on Form 10-K for fiscal
year ended November 27, 1994).
10.17 Copy of Registrant's Stock Option Agreement (Special
Acceleration Grant) dated as of December 14, 1993.
(Incorporated by reference from Exhibit 10.10 on page 45 of
Report on 10-K for the fiscal year ended November 25, 1993).
11.0 Computation of Net Income per Share of Common Stock of the
Registrant.
27.0 Financial Data Schedule
</TABLE>
Other exhibits have not been filed because conditions requiring filing
do not exist.
(b) Reports on Form 8-K
The Company filed a Report on Form 8-K dated December 29,
1994 in which the Company reported that it had bought back
from Harnischfeger Industries, Inc. 2,026,900 shares of
outstanding Measurex Common Stock, par value $.01 per share,
at a purchase price of $21.50 per share on December 29, 1994.
13
<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: April 19, 1995 By:/s/ Robert McAdams, Jr.
---------------------------
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
14
<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
------------------------
March 5, February 27,
1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C>
Primary:
Average shares outstanding 16,818 17,885
Net effect of dilutive stock options
based on the treasury stock method
using average market price 513 265
------- -------
Average common and common
equivalent shares outstanding 17,331 18,150
======= =======
Income before cumulative effect of
accounting change $ 3,481 $ 2,188
======= =======
Net income $ 3,481 $ 2,712
======= =======
Income per share before cumulative effect
of accounting change $ .20 $ .12
======= =======
Net income per share $ .20 $ .15
======= =======
Fully diluted: (Note A)
Average shares outstanding 16,818 17,885
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 620 278
------- -------
Average common and common
equivalent shares outstanding 17,438 18,163
======= =======
Income before cumulative effect of
accounting change $ 3,481 $ 2,188
======= =======
Net income $ 3,481 $ 2,712
======= =======
Income per share before cumulative effect
of accounting change $ .20 $ .12
======= =======
Net income per share $ .20 $ .15
======= =======
</TABLE>
- --------------------------------------------------------------------------------
Note A: Fully diluted earnings per share have been calculated in accordance
with Accounting Principles Board Opinion No. 15, "Earnings Per Share".
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED BALANCE SHEETS, CONSOLIDATED CONDENSED INCOME STATEMENTS,
CONSOLIDATED STATEMENTS OF CASH FLOWS AND NOTES AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-27-1994
<PERIOD-START> NOV-28-1994
<PERIOD-END> MAR-05-1995
<CASH> 58,338
<SECURITIES> 8,550
<RECEIVABLES> 76,247
<ALLOWANCES> (6,705)
<INVENTORY> 26,432
<CURRENT-ASSETS> 175,020
<PP&E> 114,854
<DEPRECIATION> (65,616)
<TOTAL-ASSETS> 292,406
<CURRENT-LIABILITIES> 83,753
<BONDS> 0
<COMMON> 190
0
0
<OTHER-SE> 178,315
<TOTAL-LIABILITY-AND-EQUITY> 292,406
<SALES> 73,435
<TOTAL-REVENUES> 73,435
<CGS> 47,244
<TOTAL-COSTS> 69,254
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 787
<INCOME-PRETAX> 5,195
<INCOME-TAX> 1,714
<INCOME-CONTINUING> 3,841
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,481
<EPS-PRIMARY> 20
<EPS-DILUTED> 20
</TABLE>
