UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
--- OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
---------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
--- OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to ________
Commission File No. 0-14800
---------------
X-RITE, INCORPORATED
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(Exact name of registrant as specified in its charter)
Michigan 38-1737300
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
3100 44th Street, SW, Grandville, Michigan 49418
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(Address of principal executive offices) (Zip Code)
(616) 534-7663
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes __X__ No _____
The number of shares outstanding of registrant's common stock, par value $.10
per share, at October 31, 2000 was 21,338,321 shares.
Exhibit Index on page 16.
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
X-RITE, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
September 30, January 1,
2000 2000
----------- -----------
(Unaudited)
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $10,112,000 $ 6,898,000
Short-term investments 19,057,000 22,129,000
Accounts receivable, less allowances of
$1,048,000 in 2000 and $1,110,000 in 1999 17,434,000 20,249,000
Inventories 16,227,000 15,410,000
Deferred taxes 1,652,000 1,642,000
Prepaid expenses and other current assets 2,310,000 1,565,000
----------- -----------
Total current assets 66,792,000 67,893,000
PROPERTY AND EQUIPMENT, at cost 45,202,000 44,406,000
Less accumulated depreciation (23,915,000) (23,351,000)
----------- -----------
21,287,000 21,055,000
OTHER ASSETS:
Costs in excess of net assets acquired 8,323,000 8,036,000
Cash surrender values - Founders policies 10,104,000 6,616,000
Other noncurrent assets 8,404,000 4,219,000
----------- -----------
26,831,000 18,871,000
----------- -----------
$114,910,000 $107,819,000
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
X-RITE, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS--Continued
<TABLE>
September 30, January 1,
2000 2000
----------- -----------
(Unaudited)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Accounts payable $ 2,211,000 $ 2,277,000
Accrued liabilities--
Payroll and employee benefits 2,001,000 2,043,000
Income taxes - 325,000
Other accrued liabilities 1,956,000 2,352,000
----------- -----------
Total current liabilities 6,168,000 6,997,000
TEMPORARY SHAREHOLDERS' INVESTMENT:
Value of shares subject to redemption
agreements; 4,540,000 shares issued
and outstanding in 2000 and 1999 45,400,000 45,400,000
PERMANENT SHAREHOLDERS' INVESTMENT:
Common stock, $.10 par value, 50,000,000
shares authorized; 16,788,680 and
16,700,896 shares issued and outstanding
in 2000 and 1999 respectively, 1,679,000 1,670,000
Additional paid-in capital 5,023,000 8,439,000
Retained earnings 58,800,000 51,347,000
Shares in escrow - (4,820,000)
Accumulated other comprehensive loss (2,160,000) (1,214,000)
----------- -----------
63,342,000 55,422,000
----------- -----------
$114,910,000 $107,819,000
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
X-RITE, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
Three Months Ended Nine Months Ended
September 30, October 2, September 30, October 2,
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $23,087,000 $23,764,000 $75,453,000 $71,783,000
Cost of sales 8,468,000 8,344,000 26,955,000 24,401,000
----------- ----------- ----------- -----------
Gross profit 14,619,000 15,420,000 48,498,000 47,382,000
Operating expenses:
Selling & marketing 5,055,000 4,695,000 16,077,000 14,627,000
General & administrative 4,004,000 3,524,000 10,939,000 10,742,000
Research, development &
engineering 2,624,000 2,588,000 8,072,000 8,068,000
----------- ----------- ----------- -----------
11,683,000 10,807,000 35,088,000 33,437,000
----------- ----------- ----------- -----------
Operating income 2,936,000 4,613,000 13,410,000 13,945,000
Other income (expense) (59,000) 181,000 543,000 593,000
----------- ----------- ----------- -----------
Income before
income taxes 2,877,000 4,794,000 13,953,000 14,538,000
Income taxes 1,014,000 1,690,000 4,918,000 5,125,000
----------- ----------- ----------- -----------
NET INCOME $ 1,863,000 $ 3,104,000 $ 9,035,000 $ 9,413,000
=========== =========== =========== ===========
Earnings per share:
Basic $.09 $.15 $.43 $.45
==== ==== ==== ====
Diluted $.09 $.14 $.43 $.43
==== ==== ==== ====
Cash dividends per share $.025 $.025 $.075 $.075
===== ===== ===== =====
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
X-RITE, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
Nine Months Ended
September 30 October 2
2000 1999
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES $13,842,000 $14,496,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of investments 6,000,000 19,875,000
Proceeds from maturities of investments 1,446,000 1,098,000
Purchases of investments (4,342,000) (22,934,000)
Capital expenditures (2,859,000) (3,889,000)
Acquisitions, net of cash (4,489,000) -
Purchases of other assets (1,206,000) (1,037,000)
Increase in cash value of life insurance (3,488,000) (3,498,000)
Other investing activities 44,000 80,000
---------- ----------
Net cash and cash equivalents provided
by (used for) investing activities (8,894,000) (10,305,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid (1,597,000) (1,589,000)
Issuance of common stock 413,000 214,000
Other financing activities 1,015,000 -
---------- ----------
Net cash and cash equivalents
used for financing activities (169,000) (1,375,000)
EFFECT OF EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS (1,565,000) (65,000)
---------- ----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 3,214,000 2,751,000
CASH AND CASH EQUIVALENTS AT BEGINNING
OF YEAR 6,898,000 1,536,000
---------- ----------
CASH AND CASH EQUIVALENTS AT END OF QUARTER $10,112,000 $4,287,000
========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
X-RITE, INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1--BASIS OF PRESENTATION
The condensed consolidated financial statements included herein have been
prepared by X-Rite Incorporated ("X-Rite" or the "Company"), without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations, although
the Company believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these condensed consolidated
financial statements be read in conjunction with the consolidated financial
statements and notes thereto included in X-Rite's 1999 annual report on Form
10-K.
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments necessary to present fairly the
financial position of the Company as of September 30, 2000 and the results of
its operations and its cash flows for the three and nine month periods ended
September 30, 2000 and October 2, 1999. All such adjustments are of a normal and
recurring nature. Certain prior year information has been reclassified to
conform to the current year presentation.
NOTE 2--INVENTORIES
Inventories consisted of the following:
<TABLE>
September 30, January 1,
2000 2000
----------- -----------
<S> <C> <C>
Raw materials $ 6,015,000 $ 6,351,000
Work in process 5,293,000 5,381,000
Finished goods 4,919,000 3,678,000
----------- -----------
$16,227,000 $15,410,000
=========== ===========
</TABLE>
<PAGE>
X-RITE, INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), continued
NOTE 3--EARNINGS PER SHARE
Basic earnings per share ("EPS") is computed by dividing net income by the
weighted-average number of common shares outstanding in each quarter. Diluted
EPS is computed by dividing net income by the weighted-average number of common
shares outstanding plus all shares that would have been outstanding if every
potentially dilutive common share had been issued. The following table
reconciles the numerators and denominators used in the calculations of basic and
diluted EPS for each period presented in the accompanying financial statements:
<TABLE>
Three Months Ended Nine Months Ended
September 30, October 2, September 30, October 2,
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Numerators:
Net income numerators
for both basic and
diluted EPS $1,863,000 $3,104,000 $9,035,000 $9,413,000
========== ========== ========== ==========
Denominators:
Denominators for basic
EPS; weighted average
common shares
outstanding 21,327,051 20,952,174 21,116,844 20,941,646
Potentially
dilutive shares-
Shares subject to
redemption agreements 78,009 1,150,235 31,929 1,072,438
Stock options 60,583 8,389 50,358 9,312
---------- ---------- ---------- ----------
Denominators for
diluted EPS 21,465,643 22,110,798 21,199,131 22,023,396
========== ========== ========== ==========
</TABLE>
Certain shares subject to redemption agreements (see Note 5) were considered
dilutive. Certain exercisable stock options were not included in the calculation
of diluted EPS because option prices were greater than the average market prices
for the periods presented. The number of stock options not included in the
calculation of diluted EPS and the range of exercise prices was 1,014,200 and
$10.13 - $19.52 in 2000, and 991,900 and $7.03 - $19.50 in 1999.
<PAGE>
X-RITE, INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), continued
NOTE 4--COMPREHENSIVE INCOME
Comprehensive income consisted of net income, foreign currency translation
adjustments and unrealized losses on short term investments. Comprehensive
income was $1,380,000 and $8,089,000 for the three and nine month periods ended
September 30, 2000; and $3,470,000 and $9,298,000 for the three and nine month
periods ended October 2, 1999.
NOTE 5--VALUE OF SHARES SUBJECT TO REDEMPTION AGREEMENTS
In January of 1998 the Company entered into agreements with its founding
shareholders for the future repurchase of 4.54 million shares, or 21.3 percent,
of the Company's outstanding stock. The stock purchases will occur following the
later of the death of each founder and his spouse. The cost of the repurchase
agreements will be funded by proceeds from life insurance policies the Company
has purchased on the lives of certain of these individuals. The price the
Company will pay the founders' estates for these shares will reflect a 10
percent discount from the average closing price for the ninety trading days
preceding the later death of the founder and his spouse. The discounted price
may not be less than $10 per share or more than $25 per share.
The shares subject to the agreements have been reclassified on the September 30,
2000 balance sheet to a temporary equity account. The reclassification of
$45,400,000 was determined by multiplying the applicable shares by the minimum
redemption price of $10, since the average closing price of the Company's common
stock, after applying the 10 percent discount, for the ninety trading days
preceding September 30, 2000 was less than $10.
NOTE 6--SHARES IN ESCROW
During 1997, the Company acquired substantially all the assets of Light Source
Computer Images, Inc. The asset purchase agreement provides for future
contingent consideration. The Company established an escrow fund equal to the
maximum contingent cash consideration that could be earned by the sellers. The
investment of escrow funds were made in money market securities or X-Rite common
stock. This contractual agreement expired in July of 2000. The net sales goals
of certain products required for the payment of future contingent consideration
were not met during the periods outlined in the in the asset purchase agreement,
thereby releasing the Company from any additional obligations with respect to
the escrow fund.
NOTE 7--ACQUISITIONS
During the third quarter of 2000, the Company completed two acquisitions for a
combined cost of $4,489,000. On July 13, 2000 the Company purchased
substantially all of the assets of HoloVision Products Group a manufacturer of
laser measurement equipment. On September 11, 2000 the Company purchased
substantially all the assets of Optronik GmbH, a German based developer of
on-line color and light measurement systems.
Both acquisitions have been recorded using the purchase method of accounting.
Accordingly, the purchase price of these acquisitions has been allocated to the
net assets acquired based upon the estimated fair values at the date of
acquisition. The cost of the acquisitions in excess of net identifiable assets
acquired has been recorded as goodwill, which will be amortized on a straight
line basis over a ten year period.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
FINANCIAL CONDITION AND LIQUIDITY
Cash provided by operating activities during the first nine months of 2000
totaled $13.8 million, a decrease of 4.5% over the same period last year. The
largest component of operating cash flow was net income. Included in net income
were certain expenses that did not require the use of cash. The largest of these
expenses were depreciation and amortization which totaled $4.1 million.
Approximately $8.9 million of cash and cash equivalents has been used for
investing activities during 2000. With the exception of routine short-term
investment transactions, the most significant investing activity during the
first nine months were two acquisitions for a combined expenditure of $4.5
million that were completed during the third quarter. (See below, Other Items).
Another significant investment activity during 2000 was the payment of life
insurance premiums in connection with agreements the Company entered into with
its founding shareholders for the future redemption of 4.54 million shares, or
21.3 percent, of the Company's outstanding stock. The stock redemptions will
occur following the later of the death of each founder and his spouse. The cost
of the redemption agreements will be funded by proceeds from life insurance
policies the Company has purchased on the lives of certain of these individuals.
Of the $4.3 million of premiums paid in 2000 approximately $3.5 million
represented cash surrender value and has been recorded as a noncurrent asset on
the Company's balance sheet.
Capital expenditures in the first nine months of 2000 totaled $2.9 million and
consisted primarily of building improvements, machinery and equipment. The
Company currently anticipates capital expenditures for the remainder of 2000
will be approximately $600,000 dollars and will consist principally of building
improvements, machinery, equipment, and computer hardware and software.
Dividends of $1.6 million were paid during the first nine months of 2000 which
is equal to an annual rate of 10 cents per share. The Board of Directors intends
to continue paying dividends at this rate in the foreseeable future.
Management believes that X-Rite's current cash and investments, combined with
expected cash flows from future operations and the Company's $20 million
revolving credit agreement, will be sufficient to finance the Company's
operations, life insurance premiums, capital expenditures and dividends for the
foreseeable future. In the event more funds are required, additional short or
long-term borrowing arrangements are the most likely alternatives for meeting
liquidity and capital resource needs.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations, continued
RESULTS OF OPERATIONS
Net Sales:
Third quarter sales of $23.1 million was a decrease of 2.8% as compared to third
quarter 1999 sales of $23.8 million. The decline can be attributed to several
factors, including a seasonal slow down in the retail paint matching industry
and the traditional summer slow down in the European markets, that was more
significant than in prior years. Despite the weaker third quarter sales, year to
date sales of $75.5 million is a 5.1% increase over prior years sales of $71.8
million. Sales have increased across all product lines on a year to date basis.
The largest percentage gain has been recorded by the Printing unit at 13.6%,
followed by the Imaging, Labsphere and Coatings units at 5.3%, 3.1% and 1.6%
respectively.
X-Rite's efforts to develop its international markets continue to be successful.
International sales account for 32.1% of the Company's overall sales in 2000 as
compared to 30.5% in 1999, an increase of 5.2%. The Asia Pacific region has
experienced the largest growth in 200O, increasing 24.7% over the same period in
1999. European and North American sales have grown 6.5% and 2.9% respectively in
2000 as compared to 1999. Sales in Europe have been hampered by the strong US
Dollar versus the Euro and British Pound Sterling. Had foreign exchange rates
remained stable from year to year, sales of the Company's European subsidiaries
would have been reported approximately 11% higher in 2000 as compared to 1999.
Cost of Sales and Gross Profit:
Gross profit margins have decreased for both the third quarter and year to date
2000 as compared to the same periods in 1999. In 2000, gross profit margins were
63.3% for the for the quarter and 64.3% year to date, compared to 64.9% for the
quarter and 66.0% year to date in 1999. The decreases can be attributed to the
impact of foreign currency exchange rates and a changes in the Company's sales
mix.
Operating Expenses:
Selling and marketing expenses increased 7.7% and 9.9% on a quarterly and year
to date basis respectively. These increases reflect the costs associated with
developing new markets and expanding our geographic presence. These initiatives
include the development of specialized product managers and support functions
for the Company's various business units, as well as an expanding sales
infrastructure in Asia and South America.
In year over year comparisons, general and administrative ("G&A") expenses were
higher in the third quarter and year to date. Quarterly expenses of $4.0 million
are a 13.7% increase over the same period in 1999. Year to date expenses are
$10.9 million, an increase of 1.9% over 1999. The larger quarterly increase can
be attributed to higher benefit costs and expenses related to two acquisitions
completed during the third quarter of 2000. On a year to date basis, the growth
in expenses has been held down by efficiencies gained through facility
consolidation, the positive effects of foreign exchange rates and lower database
costs.
Research, development and engineering costs increased 1.2% in the third quarter
and are flat on a year to date basis compared with the same periods in 1999. The
Company's RD&E efforts have gained significant efficiencies through facilities
consolidation and a more efficient allocation of engineering resources. These
savings have been invested in expanded new product development and research
efforts associated with the acquisitions completed during the third quarter of
2000.
<PAGE>
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition, continued
RESULTS OF OPERATIONS, continued
Other Income(Expense):
Other income(expense) consists mainly of interest earnings from invested funds
and losses associated with foreign currency transactions. Interest income in the
third quarter and year to date was higher than comparable periods in 1999 due to
an increase in funds available for investment and more favorable rate
environment for many of the Company's investment instruments. These gains were
offset by losses experienced on intercompany foreign currency transactions with
our European subsidiaries.
Net Income:
The Company recorded net income of $1,863,000 for the three months ended
September 30, 2000 compared to $3,104,000 in the same period of 1999. On a per
share basis, third quarter net income, diluted, was $.09 in 2000 compared to
$.14 in 1999. For the first nine months of 2000, net income was $9,035,000, or
$.43 per share diluted, compared to $9,413,000, or $.43 per share in 1999. The
average number of common and common equivalent shares outstanding was lower in
2000 due to a decrease in the dilutive effect of shares subject to redemption
agreements.
Other Items:
During the third quarter of 2000 X-Rite acquired the assets of Optronik GmbH a
leading German developer of color and light measurement systems. Headquartered
in Berlin, Germany, Optronik's strength is on-line color and light measurement.
With this acquisition X-Rite now has research, development and manufacturing
capabilities in Europe.
The Company also announced the purchase of the assets of the HoloVision Products
Group of Verdian-ERIM International. Located in Ann Arbor, Michigan,
HoloVision's product line is based on tunable laser technology and is used in a
variety of industries to accurately map the surfaces of physical objects.
In addition to the acquisitions noted above, the Company has also announced the
formation of a new strategic venture capital fund, XR Ventures, LLC. X-Rite will
hold a majority interest in the firm whose mission is to invest in companies
that develop and manage new technologies, many of which will lead to the future
market growth of X-Rite. Other partners in the firm include Dr. Peter M. Banks
and James A. Knister. Dr. Banks and Mr. Knister both have had extensive careers
as executives in technology companies. In addition to their roles with XR
Ventures, both serve on the Board of Directors of X-Rite, Incorporated.
On October 5, 2000 the Company announced that its Board of Directors has
authorized a common stock repurchase program. The Company is authorized to
repurchase up to 1,000,000 shares. The timing of the program and the amount of
the stock repurchases will be dictated by overall financial and market
conditions.
<PAGE>
SAFE HARBOR PROVISIONS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995.
Statements in this filing that are not historical facts are forward-looking
statements, which involve risks and uncertainties that could affect the Company'
s results of operations, financial position and cash flows. Actual results may
differ materially from those projected in the forward-looking statements, due to
a variety of factors, some of which may be beyond the control of the Company.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this report.
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) See Exhibit Index on Page 16 of this Form 10-Q report.
(b) There were no reports on Form 8-K filed by the Registrant during
the quarter ended September 30, 2000.
<PAGE>
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.
X-RITE, INCORPORATED
November 14, 2000 /s/ Richard E. Cook
----------------------
Richard E. Cook
President and Chief
Executive Officer
November 14, 2000 /s/ Duane F. Kluting
----------------------
Duane F. Kluting
Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
--------------------------------------------------------------------------
3(a) Restated Articles of Incorporation (filed as exhibit to Form
S-18 dated April 10, 1986 (Registration No. 33-3954C) and
incorporated herein by reference)
3(b) Certificate of Amendment to Restated Articles of Incorporation
adding Article IX (filed as exhibit to Form 10-Q for the quarter
ended June 30, 1987 (Commission File No. 0-14800) and
incorporated herein by reference)
3(c) Certificate of Amendment to Restated Articles of Incorporation
amending Article III (filed as exhibit to Form 10-K for the year
ended December 31, 1995 (Commission File No. 0-14800) and
incorporated herein by reference)
3(d) Certificate of Amendment to Restated Articles of Incorporation
amending Article IV (filed as exhibit to Form 10-K for the year
ended January 2, 1999 (Commission File No. 0-14800) and
incorporated herein by reference)
3(e) Bylaws, as amended and restated January 20, 1998 (filed as
exhibit to Form 10-K for the year ended January 3, 1998
(Commission File No. 0-14800) and incorporated herein by
reference)
3(f) Bylaws, as amended and restated November 18, 1999 (filed as
exhibit to Form 10-K for the year ended January 1, 1999
(Commission File No. 0-14800) and incorporated herein by
reference)
4 X-Rite, Incorporated common stock certificate specimen (filed
as exhibit to Form 10-Q for the quarter ended June 30, 1986
(Commission File No. 0-14800) and incorporated herein by
reference)
The following material contracts identified with "*" preceding the exhibit
number are agreements or compensation plans with or relating to executive
officers, directors or related parties.
*10(a) X-Rite, Incorporated Amended and Restated Outside Director Stock
Option Plan, effective as of September 17, 1996 (filed as exhibit to
Form 10-Q for the quarter ended September 30, 1996 (Commission File
No. 0-14800) and incorporated herein by reference)
*10(b) X-Rite, Incorporated Cash Bonus Conversion Plan (filed as Appendix A
to the definitive proxy statement dated April 8, 1996 relating to the
Company's 1996 annual meeting (Commission File No. 0-14800) and
incorporated herein by reference)
<PAGE>
EXHIBIT INDEX
--------------------------------------------------------------------------
*10(c) Form of Indemnity Contract entered into between the registrant and
members of the board of directors (filed as exhibit to Form 10-Q for
the quarter ended June 30, 1996 (Commission File No. 0-14800) and
incorporated herein by reference)
*10(d) Employment Agreement dated April 17,1998 between the registrant
and Richard E. Cook (filed as exhibit to Form 10-K for the year
ended January 2, 1999 (Commission File No. 0-14800) and
incorporated herein by reference)
10(e) Asset Purchase Agreement entered into between Light Source
Acquisition Company and Light Source Computer Images, Inc.
including Escrow Agreement by and between Light Source
Acquisition Company and Light Source Computer Images, Inc. and
U.S. Trust Company of California, N.A. (filed as exhibit to
Form 8-K dated June 2, 1997 (Commission File No. 0-14800) and
incorporated herein by reference)
*10(f) Form of X-Rite, Incorporated Founders Redemption Agreement entered
into between the registrant and certain person together with a list of
such persons (filed as exhibit to Form 10-Q for the quarter ended July
3,1999 (Commission File No. 0-14800) and incorporated herein by
reference)
*10(g) First amendment to X-Rite, Incorporated Founders Redemption Agreement
dated July 16, 1999 between the registrant and Ted Thompson (filed as
exhibit to Form 10-Q for the quarter ended July 3,1999 (Commission
File No. 0-14800) and incorporated herein by reference)
*10(h) Chairman's agreement dated July 16, 1999 between the registrant and
Ted Thompson (filed as exhibit to Form 10-Q for the quarter ended July
3,1999 (Commission File No. 0-14800) and incorporated herein by
reference)
*10(i) Employment arrangement effective upon a change in control entered into
between the registrant and certain persons with a list of such persons
(filed as exhibit to Form 10-K for the year ended January 1, 2000
(Commission File No. 0-14800) and incorporated herein by reference)
*10(j) Deferred compensation trust agreement dated November 23, 1999 entered
into between the registrant and Richard E. Cook (filed as exhibit to
Form 10-K for the year ended January 1, 2000 (Commission File No.
0-14800) and incorporated herein by reference)
*10(k) Operating Agreement for XR Ventures, LLC dated September 14, 2000, by
and between XR Ventures, LLC, the registrant, Dr. Peter M. Banks and
Mr. James A. Knister.
27 Financial Data Schedule
<PAGE>
