<PAGE>
[WM1] 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 June 2, 1996.
[_] 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 1-8700
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 July 7, 1996: 15,965,464
----------
(1) Excludes common stock held in treasury.
This document contains 16 pages, with the Exhibit Index located on pages 12
to 13.
1
<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 Six Months Ended
------------------------- ---------------------
June 2, June 4, June 2, June 4,
1996 1995 1996 1995
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues:
Systems $ 72,550 $48,814 $133,706 $ 95,616
Service and other 32,741 28,173 62,505 54,806
-------- ------- -------- --------
Total revenues 105,291 76,987 196,211 $150,422
-------- ------- -------- --------
Operating costs and expenses:
Systems 43,248 29,318 79,414 59,397
Service and other 19,895 17,486 38,425 34,651
Product development 5,118 4,537 10,508 9,307
Selling and administrative 21,929 18,654 41,803 35,894
-------- ------- -------- --------
Total operating costs and expenses 90,190 69,995 170,150 139,249
-------- ------- -------- --------
Earnings from operations 15,101 6,992 26,061 11,173
-------- ------- -------- --------
Other income (expense):
Interest expense (604) (524) (1,182) (1,311)
Interest income and other, net 435 1,524 1,979 3,325
-------- ------- -------- --------
Total other income, net (169) 1,000 797 2,014
-------- ------- -------- --------
Income before income taxes 14,932 7,992 26,858 13,187
Provision for income taxes 5,077 2,768 9,132 4,482
-------- ------- -------- --------
Net income $ 9,855 $ 5,224 $ 17,726 $ 8,705
======== ======= ======== ========
Net income per share $ .60 $ .30 $ 1.08 $ .50
======== ======= ======== ========
Dividends per share $ .11 $ .11 $ .22 $ .22
======== ======= ======== ========
Average number of common and
common equivalent shares (in thousands) 16,439 17,299 16,414 17,315
======== ======= ======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated condensed
financial statements.
2
<PAGE>
MEASUREX CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
June 2, December 3,
1996 1995
- -------------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 24,240 $ 62,924
Short-term investments 274 1,138
Accounts receivable 97,520 76,702
Inventories 43,334 33,349
Prepaid expenses and other 16,334 13,574
-------- --------
Total current assets 181,702 187,687
Contracts receivable 17,860 16,208
Service parts 14,854 13,773
Property, plant and equipment, net 50,846 49,752
Other assets 49,708 19,285
-------- --------
Total assets $314,970 $286,705
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 3,486 $ 4,458
Accounts payable 9,089 8,004
Accrued expenses 79,139 77,326
Income taxes payable 7,794 8,590
-------- --------
Total current liabilities 99,508 98,378
Long-term debt 25,644 15,348
Deferred income taxes 5,249 6,934
-------- --------
Total liabilities 130,401 120,660
Shareholders' equity 184,569 166,045
-------- --------
Total liabilities and shareholders' equity $314,970 $286,705
======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated condensed
financial statements.
3
<PAGE>
MEASUREX CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
Six Months Ended
----------------------
June 2, June 4,
1996 1995
- --------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash (used) provided by operating activities $ (3,440) $ 4,169
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of held-to-maturity securities - (2,000)
Sale of available-for-sale securities - 11,255
Maturities of held-to-maturity securities 864 11,450
Acquisition of property, plant and equipment (5,161) (3,675)
Acquisition of Subsidiary, net of cash acquired (30,410) -
Acquisition of technology (3,720) (3,380)
Capitalized software (2,036) (800)
-------- --------
Net cash (used) provided by investing activities (40,463) 12,850
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of short-term debt (1,725) (3,705)
Additions to long-term debt 46,078 17,779
Payment of long-term debt (41,458) (10,258)
Dividends (3,484) (3,578)
Stock issued under employee stock purchase and stock
option plans 5,425 8,154
Payment for treasury stock - (43,578)
-------- --------
Net cash provided (used) in financing activities 4,836 (35,186)
-------- --------
Effect of exchange rate fluctuations on
cash and cash equivalents 383 234
-------- --------
Net decrease in cash and cash equivalents (38,684) (17,933)
Cash and cash equivalents at beginning of period 62,924 82,254
-------- --------
Cash and cash equivalents at end of period $ 24,240 $ 64,321
======== ========
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING
AND FINANCING ACTIVITIES
Note exchanged for intangible assets $ - $ 700
Payable related to acquisition of subsidiary $ 118 $ -
</TABLE>
The accompanying notes are an integral part of the consolidated condensed
financial statements.
4
<PAGE>
MEASUREX CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(June 2, 1996 - 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 1996 is a 52 week year and
fiscal 1995 is a 53 week year. The extra week in 1995 is accounted for in the
first quarter.
5
<PAGE>
MEASUREX CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS, (Continued)
(June 2, 1996 - Unaudited)
--------------------------------------------------------
<TABLE>
<CAPTION>
NOTE 2. ACCOUNTS RECEIVABLE
<S> <C> <C>
Accounts receivable consist of the following:
(in thousands)
June 2, December 3,
1996 1995
------- ---------
Accounts receivable $92,762 $ 72,588
Contracts receivable, current portion 8,602 7,332
Less:
Allowance for noncollection and system returns (3,844) (3,218)
------- ---------
$97,520 $ 76,702
======= =========
- -----------------------------------------------------------------------------------------
NOTE 3. INVENTORIES
Inventories consist of the following:
(in thousands) June 2, December 3,
1996 1995
------- ---------
Purchased parts and components $22,179 $ 14,579
Work-in-process 15,962 12,843
Finished subassemblies and systems 5,193 5,927
------- ---------
$43,334 $ 33,349
======= =========
- -----------------------------------------------------------------------------------------
NOTE 4. OTHER ASSETS
Other assets, net of amortization, consist of the following:
(in thousands)
June 2, December 3,
1996 1995
------- ---------
Goodwill $37,813 $ 9,828
Capitalized software 6,092 4,681
Other 5,803 4,776
------- ---------
$49,708 $ 19,285
======= =========
</TABLE>
The increase in goodwill is attributable to the acquisition of Data Measurement
Corporation (DMC) and the Measurement Systems Business of Loral Control Systems.
________________________________________________________________________________
6
<PAGE>
MEASUREX CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS, (Continued)
(June 2, 1996 - Unaudited)
_______________________________________________
NOTE 5. FINANCIAL INSTRUMENTS
<TABLE>
<CAPTION>
Debt consists of the following:
(in thousands)
<S> <C> <C>
June 2, December 3,
1996 1995
------- ---------
Bank credit agreements $19,548 $ 6,907
Term loan 8,000 11,000
Other borrowings 1,582 1,899
------- ---------
29,130 19,806
Less:
Amounts due within one year (3,486) (4,458)
------- ---------
$25,644 $ 15,348
======= =========
</TABLE>
The increase in debt is attributable to the acquisition of Data Measurement
Corporation and the Measurement Systems Business of Loral Control Systems.
_______________________________________________________________________________
NOTE 6. 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.
________________________________________________________________________________
7
<PAGE>
MEASUREX CORPORATION
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
- --------------------------------------------------------------------------
OPERATIONS
- ----------
RESULTS OF OPERATIONS
- ---------------------
The following discussion and analysis contains forward looking statements, which
are subject to the risk factors set forth at the end of this item.
System orders in the second quarter of 1996 were $71 million, which represented
a 11% decrease from the $80 million booked in the second quarter of 1995, mainly
due to a decrease in Paper Systems orders. For the first six months of 1996,
orders were $131 million, including $17 million for Data Measurement Corporation
(DMC), compared to the 1995 six month total of $130 million. In the second
quarter of 1996, orders for the Industrial Systems Division, including $9
million for DMC doubled to $20 million, compared to $10 million in the second
quarter of 1995. Orders for the Paper Industry were $51 million compared with
$70 million in the second quarter of 1995.
The industry and geographic breakdown of orders is as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
----------------------- ---------------------
(amounts in millions) (amounts in millions)
----------------------- ---------------------
June 2, June 4, June 2, June 4,
1996 1995 1996 1995
--------- -------- ------- -------
<S> <C> <C> <C> <C>
United States $ 25.0 $ 28.0 $ 43.0 $ 53.0
Europe 18.0 24.0 40.0 39.0
Rest of World 28.0 28.0 48.0 38.0
--------- -------- ------- -------
Total $ 71.0 $ 80.0 $ 131.0 $ 130.0
--------- -------- ------- -------
Paper Systems $ 51.0 $ 70.0 $ 93.0 $ 113.0
Industrial Systems 20.0 10.0 38.0 17.0
--------- -------- ------- -------
Total $ 71.0 $ 80.0 $ 131.0 $ 130.0
--------- -------- ------- -------
</TABLE>
System backlog at the end of the second quarter of 1996 was $157 million, up
from $129 million at the end of the second quarter of 1995 and down slightly
from $160 million at the end of the first quarter 1996. In excess of 90% of the
$157 million backlog is scheduled to be shipped during the next 12 months. The
ending backlog includes $25 million relating to DMC.
System revenue was $72.6 million in the second quarter of 1996, a 49% increase
from $48.8 million in the second quarter of 1995 and an increase of 40% to
$133.7 million for the first six months of 1996. DMC added $6.3 million to the
second quarter revenue and $10.0 million to the first six months of 1996. The
rest of the increase resulted from higher shipment levels as the Company
increased production in response to the higher order levels of the last twelve
months.
Service and other revenue increased 16% for the second quarter of 1996, and
increased 14% for the first six months of 1996 compared to the same periods in
1995. Growth in the installed base of systems, spare parts sales and service
revenue associated with DMC, accounted for the increase.
System margins for the second quarter of 1996 remained level with the second
quarter of 1995 at 40% and decreasing from 41% in the first quarter of 1996 due
to lower gross margins of DMC. In the second quarter of 1996, system margins
excluding DMC improved to 42%.
Service and other margins for the second quarter of 1996 were 39% compared to
38% in the second quarter of 1995 and the first quarter of 1996. The
improvement results from efficiencies achieved as the revenue base continues to
increase.
Product development expense increased by 13% in the second quarter and the first
six months of 1996 compared to the same periods in 1995. To maintain its
competitive position in the industry, the Company continues its investments in
new products.
8
<PAGE>
MEASUREX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
- --------------------------------------------------------------------------
OPERATIONS (CONT.)
- ------------------
RESULTS OF OPERATIONS (CONT.)
- ----------------------------
Selling and administrative expense in the second quarter and in the first six
months of 1996 were 18% and 16%, respectively higher compared to the same
periods in 1995, although they were lower as a percentage of revenue. The
increase is mainly due to the inclusion of DMC, additional sales commissions
associated with higher revenue and increases in the sales headcount to achieve
better coverage of the market.
As a result of these changes, earnings from operations for the second quarter of
1996 increased 116% to $15.1 million from $7.0 million in the second quarter of
1995 and increased by 133% for the first six months of 1996.
Interest expense increased slightly in the second quarter and the first six
months of 1996 as a result of higher debt levels. Interest income was down by
71% for the second quarter and 40% for the first six months of 1996, compared to
the same periods in 1995. The decrease is due to lower cash balances during the
period and the securitization of certain contracts receivable with a financial
institution at the end of fiscal year 1995.
The effective tax rate for both the second quarter and the first six months of
1996 was 34%.
Net income for the second quarter of 1996 was $9.9 million, a 89% increase over
1995, and for the first six months of 1996 was $17.7 million, a 104% increase
over 1995. Net income per share for the quarter increased from $0.30 in 1995 to
$0.60 in 1996 and for the first six months from $0.50 to $1.08.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The following discussion of liquidity and capital resources relates to the
consolidated statements of cash flows. Analysis of changes to receivables,
inventories, property, plant and equipment, other assets and liabilities is
before consolidation of DMC's net assets.
In the six months ended June 2, 1996, the Company used $3.4 million of cash in
operating activities, compared to cash generated of $4.2 million in the six
months ended June 4, 1995. In the six months of 1996, $26.0 million was
generated by net income after adjustments for non-cash items. This cash inflow
was offset by increases in working capital of $29.4 million, including a
decrease of $8.6 million in liabilities due to profit sharing and bonus payments
in the first quarter and decreases in accounts payable, and an increase of $16.8
million in accounts and contracts receivable as a result of higher revenue.
Cash used in investing activities was $40.5 million for the second quarter of
1996 compared to $13.0 million received from investing activities in the second
quarter of 1995. On January 10, 1996, the Company acquired DMC for $31.3
million. On April 24, 1996, the Company acquired the Measurement Systems
Business Unit of Loral Fairchild Corp.'s Loral Control Systems Division for
$4.5 million. The Measurement Systems Business manufactures thickness and sheet
width gauges for use in the metals industry on flat rolled products. During the
first six months of the fiscal year, $5.2 million was spent on acquiring
property, plant, and equipment. No major facility expansions are planned for
fiscal year 1996.
Cash generated in financing activities was $4.8 million for the first six
months of 1996 compared to cash used of $35.2 million in the first six months of
1995, which was primarily due to the Company repurchasing approximately 10% of
its outstanding stock from Harnischfeger Industries for $43.6 million in the
first six months of 1995.
As a result of the above activities, the Company's cash and cash equivalents at
the end of second quarter of 1996 decreased $38.7 million compared to year-end
1995.
The Company's current ratio was approximately 1.8 at the end of the second
quarter of 1996 compared to 1.9 at fiscal year-end 1995. The debt to
capitalization ratio was 14% as of June 2, 1996, compared to 11% at fiscal year-
end 1995.
9
<PAGE>
MEASUREX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
- --------------------------------------------------------------------------
OPERATIONS
- ----------
LIQUIDITY AND CAPITAL RESOURCES (CONT.)
- -------------------------------
The Company believes that its existing cash balances and lines of credit will
provide adequate flexibility to fund the Company's operating needs, capital
expenditures and cash dividends during the next 12 months.
As of June 2, 1996, the Company's principal source of liquidity included cash,
cash equivalents and short-term investments of $24.2 million and unsecured
revolving bank lines of credit of $75 million of which $14.5 million was
committed to letters of credit.
RISK FACTORS
- ------------
The Company's future operations are subject to a number of risks and
uncertainties including, but not limited to, the following:
Fluctuations in Quarterly Orders - The Company's quarterly orders have
fluctuated in the past and may fluctuate significantly in the future due to a
number of factors, including the timing of orders from its customers, changes in
pricing by the Company or its competitors, discount levels, new product
introductions by the Company or its competitors, foreign currency exchange
rates, and changes in the economic and political environments of the countries
and industries it serves.
Fluctuations in Financial Results - The Company's quarterly and annual financial
results have fluctuated in the past and may fluctuate significantly in the
future due to a number of factors, including the scheduling of factory
shipments, changes in pricing and discount levels, utilization levels of the
Company's manufacturing facilities and personnel, amount and growth in operating
expenses, changes in applicable tax rates, changes in product mix of system
revenue, amount of spares shipments, changes in interest rates, changes in
foreign currency exchange rates and the ability of the Company to mitigate the
impact of such changes with foreign currency forward contracts.
Cyclicality of the Paper Industry - A substantial portion of the Company's sales
have historically come from the paper industry. While the Company has recently
expanded its presence in the industrial systems component of its business
through its acquisition of Data Measurement Corporation, the paper industry will
continue to account for most of the Company's revenues. This industry has in
the past, and will likely in the future, be subject to substantial cyclicality
and economic downturns. This cyclicality may in turn materially impact the
Company's order rate and results of operations.
Risks of Serving other Cyclical Industries - The Company's orders and operating
results are impacted by the capital expenditure cycles in the plastics, rubber,
non-wovens, aluminum and steel industries, all of which are subject to
substantial cyclicality.
Risks Associated with International Operations - A majority of the Company's
revenues are typically generated from sales outside of the United States. The
Company's international orders, revenues and profitability are subject to
inherent risks including timing in obtaining import licenses and letters of
credit, fluctuations in local economies, difficulties in staffing and managing
foreign operations, changes in foreign currency exchange rates, changes in
regulatory requirements, tariffs and other trade barriers, difficulties in
repatriation of earnings, and burdens of complying with a wide variety of
foreign laws.
Ability to Integrate Acquisitions - A key element of the Company's strategy for
growth is the acquisition of products that can be distributed through its
worldwide sales and service organization. The success of this component of the
Company's strategy is dependent upon the ability of the Company to identify
acquisition candidates that meet its acquisition criteria, acquire the
acquisition target at a fair price, integrate the acquired operations into the
Company and implement its business plan after acquisition. There can be no
assurance that the Company will be successful in achieving these goals in every
instance. For example, in the first quarter the acquisition of DMC is subject
to these uncertainties.
10
<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.
Friday, April 12, 1996. 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>
John W. Larson 14,453,819 316,389
John W. McKittrick 14,539,819 230,389
Graham Tyson 14,536,747 233,461
</TABLE>
In addition, the term of office as a director continued subsequent to
the meeting for the following individuals:
David A. Bossen
Paul Bancroft III
Dwight C. Baum
John C. Gingerich
Jeffrey T. Grade
Orion L. Hoch
MATTER 2: Approval of certain amendments to 1993 Stock Option Plan,
including an increase in the number of shares of Common Stock
authorized for issuance thereunder by 2,000,000 shares.
FOR AGAINST ABSTAIN
-------- ------- -------
10,407,386 3,461,428 36,129
MATTER 3: A proposal to ratify the selection of Coopers & Lybrand
L.L.P., as independent auditors of the Company was approved by a vote
of the stockholders as follows:
FOR AGAINST ABSTAIN
-------- ------- -------
14,747,782 7,338 15,088
11
<PAGE>
MEASUREX CORPORATION
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits
Exhibit
Number Exhibit Title
__________________________________________________________________
2.1 Copy of the Amended and Restated Agreement and Plan of
Reorganization dated September 16, 1995 among Measurex, Data
Measurement Corporation and Mx Acquisition Company
(incorporated by reference from Exhibit 2.1 on Form 8-K
reporting on event occurring on January 10, 1996).
3.1 Certificate of Incorporation of Registrant (incorporated by
reference from Exhibit 3.1 on page 30 of Report on Form 10-K
for the fiscal year ended November 29, 1987).
3.2 Bylaws of Registrant, restated and amended as of April 19,
1994 (incorporated by reference from Exhibit 3.2 on page 21
of Report on Form 10-K for the fiscal year ended November 27,
1994).
4.1 Copy of Registrant's Rights Agreement dated as of December
14, 1988, as amended by Amendment No. 1 thereto dated May 30,
1990 (incorporated by reference from Exhibit 4.1 on page 47
of Report on Form 10-K for the fiscal year ended December 2,
1990).
10.1 Copy of Registrant's Employee's Stock Option Plan (1993),
amended and restated effective February 16, 1996
(incorporated by reference from Form S-8 Registration
Statement No. 333-04175 filed with the SEC on May 21, 1996).
10.2 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 Form 10-K for the fiscal year ended November 25,
1993).
10.3 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).
10.4 Copy of Registrant's Management Incentive Plan (incorporated
by reference from Exhibit 10.2 on page 17 of Report on Form
10-K for fiscal year ended December 3, 1995).
10.5 Copy of Letter Agreement for a special severance benefit
program for key executives dated May 15, 1995 (incorporated
by reference from Exhibit 10.20 on Form 8-K filed with the
SEC on October 10, 1995).
10.6 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
on Form 8-K filed with the SEC on June 12, 1990).
10.7 Copy of Registrant's Repurchase Agreement dated December 29,
1994 (which contains certain amendments to the Affiliation
Agreement referred to in Exhibit 10.4) (incorporated by
reference from Exhibit 10.6 on page 21 of Report on Form 10-K
for fiscal year ended November 27, 1994).
10.8 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 on Form 8-K filed with the SEC on June 12, 1990).
10.9 Copy of Stock Repurchase Agreement and Amendment to Joint
Marketing Sales and Development Agreement dated June 22, 1995
among Measurex, Harnischfeger, HIHC and Beloit Corporation
(incorporated by reference from Exhibit 2.1 on Form 8-K filed
with the SEC on July 6, 1995).
10.10 Copy of Credit Agreement dated as of February 10, 1995 among
Measurex Corporation, Bank of America National Trust and
Savings Association, as Agent, and 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).
10.11 Copy of First Amendment dated June 21, 1995 to Credit
Agreement referred to on Exhibit 10.10 (incorporated by
reference from Exhibit 10.18 on Form 10-Q for period ended
June 4, 1995).
12
<PAGE>
MEASUREX CORPORATION
PART II. OTHER INFORMATION (continued)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (CONTINUED)
--------------------------------
(a) Exhibits
10.12 Copy of Second Amendment dated October 31, 1995 to
Credit Agreement referred to on Exhibit 10.10
(incorporated by reference from Exhibit 10.12 on Form
10-K for fiscal year ended December 3, 1995).
11.0 Computation of Net Income per share of common stock of
the Registrant.
27.0 Financial Data Schedule
Other exhibits have not been filed because conditions requiring
filing do not exist.
(b) Reports on Form 8-K.
No report on Form 8-K has been filed during the quarter ended
June 2, 1996.
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: July 12, 1996 By: /s/ Robert McAdams Jr.
------------- ---------------------------------
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
14
<PAGE>
MEASUREX CORPORATION Exhibit 11.0
COMPUTATION OF NET INCOME PER SHARE
(Unaudited)
_________________________________________________
(Dollar amounts in thousands except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
--------------------- ------------------
June 2, June 4, June 2, June 4,
1996 1995 1996 1995
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Primary:
Average shares outstanding 15,919 16,621 15,861 16,736
Net effect of dilutive stock options
based on the treasury stock method
using average market price 520 678 553 579
------- ------- ------- -------
Average common and common
equivalent shares outstanding 16,439 17,299 16,414 17,315
======= ======= ======= =======
Net income $ 9,855 $ 5,224 $17,726 $ 8,705
======= ======= ======= =======
Net income per share $ .60 $ .30 $ 1.08 $ .50
======= ======= ======= =======
Fully diluted: (Note A)
Average shares outstanding 15,919 16,620 15,861 16,639
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 560 739 575 760
------- ------- ------- -------
Average common and common
equivalent shares outstanding 16,479 17,359 16,436 17,399
======= ======= ======= =======
Net Income $ 9,855 $ 5,224 $17,726 $ 8,705
======= ======= ======= =======
Net income per share $ .60 $ .30 $ 1.08 $ .50
======= ======= ======= =======
- ------------------------------------------------------------------------------------------
</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 AT JUNE 2, 1996, THE CONSOLIDATED
CONDENSED INCOME STATEMENTS, THE CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW
AND THE RELATED NOTES, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-01-1996
<PERIOD-START> DEC-04-1995
<PERIOD-END> JUN-02-1996
<CASH> 24,240
<SECURITIES> 274
<RECEIVABLES> 97,520
<ALLOWANCES> (3,844)
<INVENTORY> 43,334
<CURRENT-ASSETS> 181,702
<PP&E> 50,846
<DEPRECIATION> (76,108)
<TOTAL-ASSETS> 314,970
<CURRENT-LIABILITIES> 99,508
<BONDS> 0
0
0
<COMMON> 189
<OTHER-SE> 184,380
<TOTAL-LIABILITY-AND-EQUITY> 314,970
<SALES> 196,211
<TOTAL-REVENUES> 196,211
<CGS> 117,839
<TOTAL-COSTS> 170,150
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 797
<INCOME-PRETAX> 26,858
<INCOME-TAX> 9,132
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 17,726
<EPS-PRIMARY> 1.08
<EPS-DILUTED> 1.08
</TABLE>
