ITEM 1. BUSINESS
General
Measurex Corporation provides its customers computer-integrated manufacturing through design, production, marketing and servicing of sensor- based information and control systems. The Company's broad, integrated product line ensures economic results for customers by increasing productivity, reducing raw material usage and energy consumption, and improving product quality and uniformity.
Measurex's primary marketplace is within the manufacturing industries that produce products by continuous or batch processes. The principal industries served by the Company are: pulp and paper, plastics, metals, rubber and chemicals.
Measurex supports its installed systems with a worldwide field service organization of approximately 1,100 employees. Service technicians work directly with customers, in their plants and mills, providing an important and stable source of revenue. The service teams provide quality installations, training and continuing service support to ensure results for the Company's customers.
Measurex was originally incorporated in California in 1968. The Company's state of incorporation was changed from California to Delaware in 1984. Measurex's principal executive offices are located at One Results Way, Cupertino, California, 95014-5991; its telephone number is (408) 255-1500. Unless the context otherwise indicates, the terms "Measurex" and "the Company" include Measurex Corporation, the predecessor California corporation, and its subsidiaries.
Current Year's Development
On April 7, 1993, the Company acquired Roibox Oy for approximately $1.7 million, net of cash acquired. Located in Kuopio, Finland, Roibox is a worldwide supplier of web-inspection products for the paper industry. The acquisition was accounted for using the purchase method.
Product Information
The following table shows the annual shipment revenues (in millions of dollars) and the percentages of annual shipment revenues during the last three fiscal years, attributable to the delivery of systems used in the pulp and paper and industrial systems industries. "Industrial Systems" includes systems for plastics, metals, rubber, and other products.
For information regarding sales by geographic location see the section "Business Segments" under Notes to Consolidated Financial Statements in the Company's 1993 Annual Report to Shareholders.
MXOpen
In March 1992 the MXOpen(TM) product line was introduced at the Technical Association of the Pulp and Paper Institute (TAPPI) trade show in Atlanta, Georgia. MXOpen is an integrated information and control system that uses industry-standard computer and communication protocols. The product line was developed over a three-year period and represents a substantial investment in research and development, manufacturing and marketing expenses.
In January 1993, at the Canadian Pulp and Paper Association (CPPA) trade show in Montreal, Quebec, Canada, the Company launched the MXOpen PrecisionPLUS(TM) intelligent measurement system. PrecisionPLUS features new distributed sensor intelligence, advanced sensor technology and faster scanning capabilities. The InfrandPlus moisture sensor uses principles of optical physics to ensure accurate moisture measurement consistently on every grade.
The MXOpen Integrated Control System provides end-users with a combination of integration and open architecture. MXOpen features: [] Modular systems with capability for total machine optimization; [] Open systems architecture based on international industry standards for flexibility and expandability; and [] Integrated information and control with real-time millwide visibility for management decision-making.
The MXOpen millwide product line includes: [] Intelligent Sensors and Scanners [] Distributed Control System [] Profile Actuation [] Web Inspection [] Millwide Information [] Integrated Machine Monitoring [] Complete Integrated Control System
The MXOpen Measurement Control System (MCS) was introduced to industrial system customers in October 1992. For plastics, non-wovens and makers of coated materials such as flooring and building products, the MCS is an affordable solution for process improvement - all in a competitive, technologically advanced control system.
Measurex 2002 ET Systems
Measurex 2002 ET(TM) supervisory systems feature consolidated electronics, operator stations designed for ease of use with a broad range of graphic displays, fiber optic communications and proprietary software. A number of proprietary sensors are offered with these systems to address specific needs of the individual industries. This system provides specific solutions for the aluminum foil and sheet producers and tire manufacturers. The CMU (Computer Management Unit) 2002 ET Configuration is a pre-packaged set of features that offers a low cost option for small paper machines.
Proprietary Sensors
Measurex provides sensor technology for the process industries, currently offering more than 70 sensors. Its sensors include those that monitor the basis weight, moisture, caliper, ash content, coating, smoothness, gloss, formation, opacity, strength and color of processed paper, as well as the physical properties of other processed products, such as the wire spacing faults on steel belted tires. These sensors use a variety of proprietary applications involving technologies which include microwave, infrared, visible light, ultraviolet, beta, X-ray and gamma radiation.
Cross-Direction Controls
Measurex is a leader in the complex technology of cross-direction (CD) profile control. The center of this business is in the Measurex Devron Division, based in Vancouver, British Columbia, Canada. CD control, as used for example in the pulp and paper industry, allows precise control of paper characteristics in small segments across the entire width of the paper sheet. Cross-direction controls are complementary to the average profile taken along the paper's direction of travel, referred to as machine direction. The combined control strategy significantly enhances a customer's ability to achieve optimum quality levels, thus reducing raw material and energy usage, lowering scrappage rates and enhancing the customer's competitive position.
Measurex has a variety of CD control products including AutoSlice(TM), ThermaTrol(TM), AquaTrol(R), Devronizer(TM), InfraTrol(TM), CalTrol(TM), Calcoil(TM), Calendizer(TM), and GlossTrol(TM) actuators.
CD controls can be ordered with new systems or can be integrated into existing installed systems. The CDOpen(TM) System allows Measurex's cross- direction control products to be integrated with non-Measurex measurement systems.
Millwide Information
Measurex's Management Systems Division (MSD), provides plant level computing expertise for production processes. The Division's OptiVISION(TM) Full Spectrum Production and Quality Management System (PQMS) gives Measurex the ability to offer a system that manages processes from long-term planning and order entry through scheduling, product tracking, shipping and invoicing the product. The OptiVISION system provides users with a modular design that reduces development and installation time.
Integrated Machine Monitoring
The Integrated Monitoring System (IMS), marketed as a part of the MXOpen product line, consists of digital systems for on-line process and machine monitoring and analysis of the papermaking process and production machinery. IMS products provide process and machine-condition diagnosis and trending, giving papermakers tools to address maintenance problems before failure.
Web Inspection Systems
The Roibox-developed web inspection system analyzes the moving paper web by measuring the intensity variations of light transmitted through the sheet or reflected from the sheet. The system uses Charge Coupled Device (CCD) camera technology to continuously detect - on line - visual defects in paper or other web-produced material. Like other MXOpen Systems, this web-inspection product helps customers to produce superior quality products at lower cost, adding significantly to the basic value of an Integrated Control System.
Strategic Alliances
Beloit Corporation
In 1990, Measurex and Beloit Corporation, agreed to expand and strengthen their 1987 strategic alliance. This cooperative agreement includes provisions for integrated marketing and sales of all Measurex paper industry products with Beloit's full line of pulp and paper machinery. Simultaneously executed was a seven-year "standstill" agreement between Measurex and Harnischfeger Industries, Inc., Beloit's parent company. Harnischfeger purchased 20 percent of Measurex's stock on the open market, the maximum allowed under the agreement.
Mitsubishi Heavy Industries, Ltd.
In 1988, Measurex and Mitsubishi Heavy Industries, Ltd. (MHI) entered into an agreement whereby the two companies offered certain products and services to the pulp and papermaking industry of Asia. In 1991, MHI became a signatory to the Measurex/Beloit strategic alliance, and a full participant in that agreement. All Measurex products for the pulp and paper industry are now made available to MHI on the same basis as they are made to Beloit.
Siemens AG
In June 1993, Siemens AG, pulp and paper division, selected Measurex as its Original Equipment Manufacturer (OEM) for certain MXOpen products. Siemens will integrate these products with other Siemens products for their total turnkey pulp and paper automation projects.
Sales and Service
Measurex offers its systems, related products and services principally through its own worldwide marketing and service organization. This organization offers customers a broad range of on-site and on-call services including 24- hour-a-day, 365-days-a-year service contracts.
To support the Company's product line, Measurex has 47 regional sales offices and service centers which are located in 30 countries throughout the world. The Company has sold over 4,000 systems in 45 countries, primarily located in North America, Latin America, Europe and the Pacific Rim.
The sales and service organization consists of regional and area managers who are responsible for selling Measurex's products and supervising service at customer sites. Under their supervision are software control and application engineers who assist customers in making the most efficient use of their systems, technical service engineers and supervisory personnel who are responsible for the installation, start-up and routine preventive maintenance of the systems, as well as any emergency services that may be required.
Customers may acquire Measurex systems either by direct purchase or through Measurex lease plans. For additional information, see the Notes to Consolidated Financial Statements in the Company's 1993 Annual Report to Shareholders.
Research and Product Development
Measurex's systems are the result of the integration of a number of complex technologies including electronics, physics, mechanical design and software. Central to the Company's strategic goals is a commitment to research and development. The Company strongly believes the continued investment in new product development is key to its long-term success.
Product development costs were $22.9 million in 1993, 9% of total reveneues and 15% of system revenue. Product development costs were $25.2 million in 1992 and $25.3 million in 1991. Of this total, Measurex capitalized $1.7 million, $4.6 million, and $2.3 million of software development costs in fiscal 1993, 1992 and 1991, respectively. Measurex amortized $3.4 million, $1.7 million and $2.8 million of capitalized software to systems costs in 1993, 1992 and 1991, respectively. The decrease in capitalized software and increase in amortization in 1993 were attributable to the general release of MXOpen software in late 1992.
Backlog
System backlog at November 28, 1993, was $91 million, 4% lower than the backlog of $95 million at the end of 1992. Approximately 80% of the $91 million year-end 1993 backlog is scheduled to be shipped during fiscal 1994.
Patents
Measurex follows a policy of filing appropriate patent applications on inventions it considers significant. As of November 28, 1993, the Company had 121 United States patents and 270 foreign patents in effect. Although important to the business, Measurex believes that the invalidity or expiration of any single such patent would not have a material adverse effect on its operations.
Supply of Materials and Purchased Components
Measurex produces most of the software, sensors, scanners, digital logic circuits, peripheral devices and various terminals used in its systems. Many components, such as integrated circuits, video monitors, printers, disks, and microcomputers are purchased from other manufacturers and integrated into the systems.
Measurex currently purchases certain components from single sources of supply. In each instance, components performing similar functions are available from alternative sources, except for radioactive source material which is available from only two suppliers. Use of these alternative components might require a change in the design of certain portions of the system which could result in production delays, additional expenses and contract cancellations while changing vendors. The Company has contracts with certain vendors which entitle, but do not require, Measurex to purchase specific quantities of components.
Manufacturing
Systems are manufactured at Measurex's facilities in Cupertino, California; Waterford, Republic of Ireland; and Vancouver, British Columbia, Canada. Measurex Management Systems Division products are configured and tested at facilities in Cincinnati, Ohio. The facility in Ireland is primarily used to produce systems for customers in Europe. Web-inspection products are manufactured by Measurex's Roibox subsidiary in Kuopio, Finland. Certain subassemblies are manufactured in Cupertino and shipped to Ireland for incorporation in the final systems. The systems are generally installed at the customer's site under the supervision of Measurex personnel.
Competition
The market for process measurement and control is highly competitive and is subject to technological change in both hardware and software development. The principal competitive factors in this market are product quality and reliability, product features, customer support, corporate reputation and relative price/performance. Measurex's competitive strategy is to provide customers with greater economic results than available from competitors by focusing on the quality and performance characteristics of systems. However, any inability of the Company to match or exceed the price/performance or other features of the systems offered by its competitors could adversely affect future operating results.
The Company's principal competition is from distributed control systems suppliers and packaged system suppliers, as well as factory automation system suppliers. In the supervisory measurement and process control business area, competition includes ABB Asea Brown Boveri Process Automation Inc.; Lippke, a wholly owned subsidiary of Honeywell; the Valmet Automation Group, a division of Valmet Oy; and Yokogawa-YEW in Japan. The distributed control system business area competition includes Honeywell, Fisher, Foxboro (a subsidiary of Siebe, Inc.), Siemens, and many other companies. In the web-inspection products area, the Company faces
competition from ABB and other smaller companies. Competition for production management and process analysis and quality management is very fragmented.
Employees
As of November 28, 1993, Measurex had 2,250 full-time employees, of whom 1,120 were located outside of the United States.
Measurex has various employee benefit plans, including a stock purchase plan for all United States and Canadian employees, stock option plans for key employees, a Savings and Deferred Profit Sharing Plan, management incentive programs, pension plans in certain foreign countries, and health, dental, life and disability plans.
Nuclear Regulatory Licenses
In the United States, Measurex and its customers are subject to licensing and regulation by the United States Nuclear Regulatory Commission (NRC) under the Atomic Energy Act of 1954 (the Act) with respect of those parts of its products and systems which utilize nuclear radiation. The NRC has transferred a portion of its licensing and regulatory functions to several state governments, including California, pursuant to Section 274 of the Act. Measurex holds all such licenses necessary for its current operations. Licenses are renewed periodically as required.
Measurex also holds all necessary foreign licenses regarding nuclear radiation for the applicable countries in which it operates.
United States customers possessing Measurex systems containing radioactive sources hold the radioactive material under a General or Specific License issued by their state or federal regulatory authority. Similarly, foreign customers hold licenses issued by their local authorities for radioactive material in Measurex systems.
Licenses to Export from the United States
Measurex is subject to licensing and regulation by the United States Department of Commerce under the Export Administration Act of 1969, as amended and extended, with respect to Measurex systems or parts thereof, exported from the United States or by any of its subsidiaries.
Industry Segments
Measurex operates within the computer-integrated control and information systems industry. All necessary disclosures regarding revenues, earnings from operations and identifiable assets are included in "Business Segments" under Notes to Consolidated Financial Statements in the Company's 1993 Annual Report to Shareholders.
Geographic Segments
For information regarding geographic operations in 1993, 1992, and 1991, see "Business Segments" included in the Notes to Consolidated Financial Statements in the Company's 1993 Annual Report to Shareholders.
Measurex is subject to the normal risks of foreign currency fluctuations; however, to the extent practical, Measurex attempts to minimize the exposure from losses associated with such risks with foreign exchange contracts and other hedging activities. See Summary of Significant Accounting Policies (Foreign Currency Translation and Foreign Exchange Contracts) and Interest Income and Other in the Notes to the Consolidated Financial Statements in the Company's 1993 Annual Report to Shareholders.
ITEM 2.
ITEM 2. PROPERTIES
Located in Cupertino, California, the Company's headquarters, offices, research and manufacturing plant total 360,000 square feet. The offices, research and manufacturing operations of Measurex Management Systems Division are located in a 43,000 square-foot facility in Cincinnati, Ohio. The U.S. Sales and Service Headquarters are located in a 32,000 square-foot facility in Atlanta, Georgia. All of these facilities are owned by the Company. Measurex leases office space for sales and service operations throughout the United States and various other countries.
The Measurex Devron Division owns two facilities for its offices, research and manufacturing operations, totaling 94,000 square feet in Vancouver, British Columbia, Canada. In Waterford, Ireland, the Company owns a 60,000 square-foot manufacturing facility and leases 20,000 square feet for manufacturing and storage facilities.
Roibox Oy leases an 11,000 square-foot facility in Kuopio, Finland for manufacturing, engineering, and sales support.
During 1993, the Company was productively utilizing the space in its facilities, while disposing of space determined to be under-utilized. The Company believes current facilities provide adequate production capacity to meet the Company's planned business activities.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Company or any of its subsidiaries are a party or of which any of their property is the subject, other than ordinary routine litigation incidental to the business. Management believes that the final outcome of such matters will not have a material adverse effect on the Company's consolidated financial position and results of operations.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company has not submitted any matters to a vote of security holders during the fourth quarter of the fiscal year ended November 28, 1993.
EXECUTIVE OFFICERS OF REGISTRANT
The following table shows the executive officers of Measurex Corporation as of January 28, 1994, (ages are as of November 28, 1993), their positions with Measurex, their business experience for the last five years, and the number of years during which they have been executive officers of the Company.
Officers are elected annually but may be removed at any time at the discretion of the Board of Directors. There are no family relationships among any of the above officers.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The information under the heading "Market for the Registrant's Common Stock and Related Security Holder Matters," which appears on page 31 of Registrant's 1993 Annual Report to Shareholders, is incorporated by reference in this Form 10-K Annual Report.
The Company paid quarterly dividends of $0.11 per quarter in 1993 and 1992. While the Company intends to pay regular quarterly dividends, the payment of any future dividends is within the discretion of the Board of Directors of the Company.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The information under the heading "Selected Financial Data," which appears on page 32 of Registrant's 1993 Annual Report to Shareholders, is incorporated by reference in this Form 10-K Annual Report.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations," which appears on pages 15 to 17 of Registrant's 1993 Annual Report to Shareholders, is incorporated by reference in this Form 10-K Annual Report.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information under the heading "Financial Statements and Supplementary Data," which appears on pages 18 to 31 of Registrant's 1993 Annual Report to Shareholders, is incorporated by reference in this Form 10-K Annual Report.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning the directors of the Company appears in Registrant's definitive Proxy Statement for the annual meeting of shareholders to be held April 19, 1994, under the caption "Election of Directors" and is incorporated herein by reference. Information concerning the executive officers of the Company appears at the end of Part I, pages 10 and 11, of this Form 10-K Annual Report.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference to Registrant's definitive Proxy Statement for its annual meeting of shareholders to be held April 19, 1994.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated by reference to Registrant's definitive Proxy Statement for its annual meeting of shareholders to be held April 19, 1994.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference to Registrant's definitive Proxy Statement for its annual meeting of shareholders to be held April 19, 1994.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a.) 1. The consolidated financial statements of Measurex Corporation included herein are set forth in the Index to Financial Statements and Schedules submitted as a separate section of this Report.
2. The Financial Statement Schedules are contained in the accompanying Index to Financial Statements and Schedules submitted as a separate section of this Report.
3. Exhibits
See Index to Exhibits, page 20 and 21
(b.) Reports on Form 8-K.
No report on Form 8-K was filed in the fourth quarter of fiscal year 1993 and through the date of this filing.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 February 24, 1994 By /S/ DAVID A. BOSSEN ------------------- --------------------------- David A. Bossen Chairman
Know all persons by these presents, that each person whose signature appears below constitutes and appoints David A. Bossen and Carl A. Thomsen jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
MEASUREX CORPORATION INDEX TO FINANCIAL STATEMENTS AND SCHEDULES Fiscal Year 1993
------------------
With the exception of the aforementioned information, the 1993 Annual Report to Shareholders is not to be deemed filed as part of this report unless otherwise noted.
Other schedules have not been filed because the conditions requiring the filing do not exist or the required information is given in the financial statements or notes thereto.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders Measurex Corporation
Our report on the consolidated financial statements of Measurex Corporation and Subsidiaries as of November 28, 1993 and November 29, 1992 and for each of the three fiscal years in the period ended November 28, 1993, has been incorporated by reference in this Form 10-K from page 30 of Measurex Corporation's 1993 Annual Report to Shareholders. In connection with our audits of such financial statements, we have also audited the related financial statement schedules listed in the index on page 16 of this Form 10-K.
In our opinion, the financial statement schedules referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information required to be included therein.
/S/ COOPERS & LYBRAND ------------------------- COOPERS & LYBRAND
San Jose, California December 15, 1993
SCHEDULE VIII
MEASUREX CORPORATION VALUATION AND QUALIFYING ACCOUNTS (1) Fiscal years 1993, 1992 and 1991 (Amounts in thousands)
Notes: (1) See the Notes to Consolidated Financial Statements. (2) Represents write-offs and deductions, net of recoveries. (3) Deductions for returns of systems or parts of systems and for write-off of noncollectible amounts. (4) Deductions for write-offs of obsolete and scrapped parts and translation adjustments. (5) Represents the reclassification of reserves from non-current to current inventories. (6) Includes allowance on contracts receivable.
SCHEDULE X
MEASUREX CORPORATION SUPPLEMENTARY INCOME STATEMENT INFORMATION Fiscal Years 1993, 1992, and 1991 (Amounts in thousands)
Notes: (1) Intangible assets include goodwill, patents and capitalized software. (2) Items omitted are less than 1% of net sales.
MEASUREX CORPORATION INDEX TO EXHIBITS Fiscal Year 1993
MEASUREX CORPORATION INDEX TO EXHIBITS Fiscal Year 1993
Other exhibits have not been filed because conditions requiring the filing do not exist.