SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------------------------------------
FORM 10-K
(mark one)
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended January 1, 2000
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number 1-13085
METRIKA SYSTEMS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 33-0733537
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
5788 Pacific Center Boulevard
San Diego, CA 92121
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 622-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, $.01 par value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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 the filing
requirements for at least the past 90 days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference into Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of January 28, 2000, was approximately $14,897,000.
As of January 28, 2000, the Registrant had 7,408,128 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the year ended
January 1, 2000, are incorporated by reference into Parts I and II.
The information required by Part III of Form 10-K will be filed as part of an
amendment to this Form 10-K no later than 120 days after January 1, 2000, and
such information is incorporated by reference from such filing.
PART I
Item 1. Business
(a) General Development of Business.
The businesses of Metrika Systems Corporation (the Company or the
Registrant) operate in two segments: On-line Raw Materials Analysis (Raw
Materials) and On-line Finished Materials Quality Control (Finished Materials).
The Company's Raw Materials segment includes Gamma-Metrics, which designs,
develops, manufactures, and sells on-line process-optimization systems that
provide real-time, nondestructive analysis of the composition of raw materials
in basic-materials production processes, including coals, cement, and minerals.
Also included in this segment is MF Physics Corporation, which manufactures
neutron generators, pneumatic sample-transfer systems, and a number of
neutron-activation analysis products for raw materials. In July 1999, the
Company acquired the assets of the Instrumentation division of Amdel Limited for
$7.8 million in cash. This business has been renamed Gamma-Metrics Minerals Pty
Ltd (Gamma-Metrics Minerals). Gamma-Metrics Minerals is an Australia-based
provider of on-line process instruments for the minerals industry.
The Company's Finished Materials segment consists of Radiometrie, which
manufactures advanced systems used to measure and control parameters such as
materials thickness, coating thickness, and coating weight in web-type materials
such as metal strip, rubber, and plastic foils. Customers use these systems to
improve product quality and consistency, lower material costs, reduce energy
consumption, and minimize waste. This segment also includes Radiometrie
Corporation (Radiometrie U.S.), formerly known as Honeywell-Measurex Data
Measurement Corporation. Radiometrie U.S. manufactures and sells computerized
noncontact thickness, coating, and other measurement systems for the flat metal
processing industry.
The Company's systems make real-time, on-line, precise measurements of
materials using advanced scientific measurement techniques, including gamma
spectroscopy, beta particle detection, laser spectroscopy, X-ray fluorescence,
and ultrasound that allow noninvasive and nondestructive analysis. The systems
incorporate proprietary intelligent sensors that have been developed for
specific production processes along with ultrahigh-speed signal-processing
electronics. These systems can be combined with the Company's proprietary
real-time software to form integrated process optimization systems designed to
fit the customer's specific application.
The Company was incorporated as a Delaware corporation in November 1996.
In connection with this incorporation, Thermo Instrument Systems Inc.
transferred to the Company the assets, liabilities, and business of its
Gamma-Metrics and Radiometrie businesses in exchange for 5,000,000 shares of the
Company's common stock. As of January 1, 2000, Thermo Instrument owned 5,219,600
shares of the Company's common stock, representing 70% of such stock
outstanding. Thermo Instrument is an 88%-owned subsidiary of Thermo Electron
Corporation. As of January 1, 2000, Thermo Electron owned 627,100 shares of
common stock of the Company, representing 8% of such stock outstanding. Thermo
Instrument and Thermo Electron develop, manufacture, and sell measurement and
detection instruments used in virtually every industry to monitor, collect, and
analyze data that provide knowledge for the user. For example, Thermo
Instrument's and Thermo Electron's powerful analysis technologies help
researchers sift through data to unlock the mysteries of DNA or develop new
drugs; allow manufacturers to fabricate ever-smaller components required to
carry greater amounts of information, faster; or monitor and control industrial
processes on-line to ensure that critical quality standards are met efficiently.
On January 31, 2000, the Company announced that Thermo Instrument proposes
to make a cash tender offer for any and all of the outstanding shares of the
Company's common stock at $9.00 per share. This action is part of a major
reorganization plan under which Thermo Electron will spin in, spin off, and sell
various businesses to focus solely on its core measurement and detection
instruments business. The completion of this transaction is subject to certain
conditions, as outlined in Note 14 to Consolidated Financial Statements in the
Registrant's 1999* Annual Report to Shareholders, which statements are
incorporated herein by reference.
2
Forward-looking Statements
Forward-looking statements, within the meaning of Section 21E of the
Securities Exchange Act of 1934, are made throughout this Annual Report on Form
10-K. For this purpose, any statements contained herein that are not statements
of historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, the words "believes," "anticipates," "plans," "expects,"
"seeks," "estimates," and similar expressions are intended to identify
forward-looking statements. There are a number of important factors that could
cause the results of the Company to differ materially from those indicated by
such forward-looking statements, including those detailed under the caption
"Forward-looking Statements" in the Registrant's 1999 Annual Report to
Shareholders, which statements are incorporated herein by reference.
(b) Financial Information About Segments
Financial information concerning the Company's segments is summarized in
Note 10 to Consolidated Financial Statements in the Registrant's 1999 Annual
Report to Shareholders, which information is incorporated herein by reference.
(c) Description of Business
(i) Principal Products and Services
On-line Raw Materials Analysis
The Company manufactures on-line process-optimization systems that
noninvasively measure and analyze the physical and chemical properties of a
stream of bulk solid materials in real time. The systems are primarily used to
analyze the composition of raw materials for certain basic industries, such as
coal, cement, and minerals. The analysis technique used in the Company's
process-optimization systems involves neutron interrogation. Under neutron
interrogation, each element, when activated by neutrons, emits gamma rays of
unique characteristics that allow identification and quantification of the
elements present. Neutron interrogation allows the entire stream of the material
to be analyzed and eliminates the need for sampling. In addition, it provides
accurate analysis of the materials, especially those that are nonhomogeneous,
and can be used to analyze a broad range of substances. The systems contain
proprietary sensors that detect gamma rays emitted from the material being
analyzed, which are activated by the neutron source within the analyzer. This
yields a composite gamma ray spectrum of the material. Through on-line
high-speed spectroscopy, this spectrum is then decomposed into its constituent
parts using microprocessors and sophisticated real-time analytical software. The
analyzer can then translate this data into the elemental composition of the raw
materials and can also use the information to infer certain quality-control
parameters specific to the process.
The Company currently markets the following family of products based on
its neutron-interrogation technology:
On-line Coal Analyzer. The Company's on-line coal analyzer can examine
entire streams of coal at a rate of up to 400 tons per hour, determine the
sulfur and ash concentration of the coal on a continuous basis, and can also
simultaneously compute the calorific value of the coal, among other quality
parameters. Customers can use the date to blend or sort the coal depending on
its quality. The Company has developed proprietary high-speed software that can
be incorporated into the system to enable the customer to automatically adjust
and control the coal blending and sorting process on-line.
- --------------------
* References to 1999, 1998, and 1997 herein are for the fiscal years ended
January 1, 2000, January 2, 1999, and January 3, 1998, respectively.
3
Coal analyzers are currently used by mines and coal-burning utilities.
Coal mines can use the coal analyzer to improve profitability by blending coals
of different quality to meet specific contract requirements or environmental
regulatory standards by sorting out low-sulfur coal that can be sold for a
premium or by controlling the specific gravity of separation in a coal-cleaning
plant to ensure that quality specifications are met without over-cleaning. In
addition to ensuring more consistent quality, on-line coal analysis improves
recovery or yield from the mine, thus extending the life of a mine by reducing
the risk of premature exhaustion of low-sulfur reserves that are required to
balance high-sulfur reserves. Coal-burning utilities use the coal analyzers to
reduce costs while satisfying environmental emissions regulations.
CrossBelt Analyzer. The Company's CrossBelt Analyzer (CBA) is used
primarily by the cement industry to analyze the composition of raw materials in
cement production. The CBA is essentially a horizontal tunnel that is assembled
around a customer's conveyor belt. The CBA analyzes materials traveling on a
conveyor belt at speeds of up to 600 feet per minute and with material flow
rates in excess of 1,000 tons per hour. The system generates data on the
elemental composition of the entire stream of materials, and can use the
information to infer certain quality-control parameters such as lime-saturation
factor and silica ratio. The CBA can incorporate high-speed proprietary
software, which allows the customer to automatically control production
processes. The CBA is incorporated into the production line, enabling producers
to control the mix of raw materials at the beginning of the production line or
to automatically control the blending of additives with crushed limestone and
clay further down the line. Both approaches enable the producer to achieve
uniform cement quality. The CBA controls the production process by using the
analytical data it compiles to automatically adjust the composition of the
additive mix to achieve target quality levels. This approach helps reduce
variations in the materials fed into the cement kiln, yielding several benefits:
lower energy consumption, greater throughput, and extended refractory life.
Mineral Slurry Analyzers. The Company's on-line analyzers use neutron
interrogation to analyze mineral slurry, a mixture of fine insoluble materials
and water, for the mineral extraction industry. The recovery of almost all
minerals and metals involves multi-step beneficiation processes. In most cases
the beneficiation begins by milling the ore and adding water to form a slurry.
Additional steps to concentrate the element of interest often include size and
mass classification, and froth flotation involving reagents. The Company's
neutron-based mineral slurry analyzer, which analyzes the entire elemental
composition of the slurry, can greatly improve the efficiency of the
beneficiation process by using the collected data to automatically adjust
various process parameters, including the amount of reagents used. The Company
believes its neutron-based mineral slurry analyzer is suitable for controlling
the beneficiation process for a wide variety of minerals.
The Company also manufactures on-line X-ray slurry analyzers and on-line
particle-size analyzers. The X-ray slurry analyzers are used in the mineral
processing industry, primarily for copper, zinc, lead, molybdenum, and uranium,
to measure the concentration of certain elements. The equipment can also be
designed to automatically control and adjust the amount of reagents used in the
mineral beneficiation process. The X-ray slurry analyzer provides customers who
do not require a comprehensive analysis system with a cost-effective alternative
to the Company's neutron-based mineral slurry analyzer. The on-line
particle-size analyzers are real-time measuring instruments. The on-line
particle-size analyzers use ultrasound technology, together with proprietary
models, to determine the particle-size distribution and percent solids in
mineral slurries.
Software Products. The Company complements its application-specific sensor
technology with process-optimization software. These systems use adaptive and
predictive controls to maximize use of materials, as well as to blend raw
materials to meet certain requirements in a cost-effective manner. The process
of extracting, beneficiating, and utilizing raw materials is difficult to
control due to variances in chemistry, size and shape, and time delays in the
transport of materials from different points within the handling system. The
Company's proprietary process control software can accomplish these optimization
tasks by performing a model-based estimation and by adaptively controlling
source materials.
4
FastLab. The Company offers its FastLab analyzer for rapid analysis of
samples off-line, with minimal sample preparation. The FastLab can be used for
numerous applications such as spot-check analysis of raw materials, core hole
analysis, fuel analysis, and chemical additives analysis. This product is
suitable for the same markets that use on-line elemental analysis.
Process Safety Instrumentation. The Company is a supplier of process
safety instrumentation in the nuclear power industry. The Company's
instrumentation is designed to improve the safety and efficiency of nuclear
power plants. In addition, the Company offers automated test equipment and
safety-related computer software for nuclear power plants and other facilities
where radioactive materials are used.
Neutron Generators. The Company is a supplier of neutron generators for
the mining industry, national laboratories, and high-tech manufacturers. These
products are used as part of a system to detect or measure elements of interest
in a variety of applications including mineral exploration, oil well logging,
explosives detection, and nuclear waste management.
On-line Finished Materials Quality Control
The Company develops, manufactures, and markets gauges and process
optimization systems for industrial manufacturing lines for continuous
production of certain web-type materials. Web-type materials are flat sheet
materials like paper, metal strip, plastic foil, rubber, and glass. Typical
high-volume products made from web-type materials include all types of vehicle
bodies and other parts, metals used for refrigerators and similar products,
beverage and food cans, cladding for buildings, and rubber tires. The Company's
instruments measure the total thickness, basis weight, and coating thickness of
web-type materials such as plastic foils, hot and cold metal strip, rubber,
glass, and non-woven fabrics, and are also capable of detecting pinholes in
these webs. The measuring technology incorporated in the Company's products is
based on partial absorption, reflection, or change in ionizing or infrared
radiation, as well as white light, ultraviolet light, and laser beams, by the
materials being measured. The Company's systems can measure a single point on
the material being measured, several points, or can generate a "profile" of the
web. Measured values are acquired without contacting the material and without
interfering with the production process, have high measurement accuracy, and are
extremely reliable despite hostile environments. The Company offers its
measuring gauges with or without its process-optimization systems, which can be
used to automatically regulate the customer's production process.
The Company's products incorporate a variety of measurement gauges such as
X-ray thickness gauges, isotope thickness gauges, X-ray fluorescence coating
gauges, or beta-backscatter gauges, depending on the application. The thickness
gauges manufactured by the Company basically function by measuring partial
absorption of energy by the material to be measured. The change in the intensity
of the energy emitted is detected by application-specific sensors, then
processed by high-speed microprocessors, before emerging as the measured value.
These instruments can incorporate the Company's high-speed proprietary software
to form a fully integrated process-optimization system for continuous
manufacturing processes and improved product quality.
The Company's products reduce the use of raw materials and energy to
maximize productivity and product quality. The total thickness of a web-type
material, or the coating on it, is measured accurately at the point of
manufacture by the Company's products and then compared with a target value.
Adjustments can be made early in the process because the Company's products can
accurately measure materials closer to the origin of the strip, thus reducing
material waste.
5
(ii) and (xi) New Products; Research and Development
The Company maintains active programs for the development and introduction
of new products and it has various ongoing programs for improvements to existing
products. The Company also seeks to develop new applications for its existing
products and technology. In particular, the Company is actively seeking new
applications for its non-invasive, nondestructive analysis technologies.
Research and development expenses for the Company were $5.5 million, $4.8
million, and $3.8 million in 1999, 1998, and 1997, respectively.
(iii)
Raw Materials
Various components of the Company's products are supplied by sole-source
vendors. The Company has not experienced significant difficulty in obtaining
adequate supplies from these vendors, and has identified alternate suppliers.
However, there can be no assurance that the unanticipated loss of a single
vendor would not result in delays in shipments or the introduction of new
products.
(iv) Patents, Licenses, and Trademarks
The Company's policy is to protect its intellectual property rights,
including applying for and obtaining patents, when appropriate. The Company is
the owner of a number of patents expiring at various dates. Patent protection is
believed to provide the Company with competitive advantages with respect to
certain instruments. The Company also considers technical know-how, trade
secrets, and trademarks to be important to its business.
(v) Seasonal Influences
The Company's Finished Materials segment experiences a slowdown in
revenues during the first quarter of each calendar year primarily because its
customers tend to place their orders earlier in the year so that they can have
the systems installed either during the slow period of the summer or between
Christmas and the New Year.
(vi) Working Capital Requirements
There are no special inventory requirements or credit terms extended to
customers that would have a material adverse effect on the Company's working
capital.
(vii) Dependency on a Single Customer
No single customer accounted for more than 10% of the Company's total
revenues in any of the past three years.
(viii) Backlog
The Company's backlog of firm orders was as follows:
(In thousands) 1999 1998
- ---------------------------------------------------------------------------------------- ------- -------
Raw Materials $16,067 $ 7,145
Finished Materials 15,151 23,645
------- -------
$31,218 $30,790
======= =======
6
The 1998 backlog in the Raw Materials segment was unusually low, primarily
due to a reduction in spending by raw-material producers and increased
competition in that year. The decrease in backlog in 1999 in the Finished
Materials segment was primarily due to a reduction in capital spending in the
metals industry. The Company includes in backlog only those orders for which it
has received firm purchase orders and for which delivery has been specified
within twelve months. Certain of these orders are subject to cancellation by the
customer upon payment of a cancellation charge. Because of the possibility of
customer changes in delivery schedules, cancellation of orders, and potential
delays in product shipments, the Company's backlog as of any particular date may
not be representative of actual sales for any succeeding period.
We believe that substantially all of the backlog as of January 1, 2000,
will be shipped or completed during 2000.
(ix) Government Contracts
Not applicable.
(x) Competition
In the Raw Materials segment, the Company competes primarily on
performance and to a lesser extent on price. Competition regarding on-line coal
and cement material analyzers is limited at present. Scantech Limited
(Australia) is the Company's principal competitor in the on-line coal and cement
material analysis markets. More recently, Polysius and Lucchin entered the
cement market. The Company competes primarily with Outokumpu (Finland) in the
on-line mineral slurry analysis market. The market for solids and multiphase
analyzers for process control generally is fragmented, with numerous
competitors. The Company believes it is a market leader in the segment of the
solids and multiphase analyzer market for on-line bulk-materials analyzers using
neutron interrogation.
Competition in the Finished Materials segment is highly fragmented with
numerous competitors competing in various end-use market segments. As a result,
competition varies according to the end-use segment. The Company competes based
upon quality, performance, and price. The Company's largest competitors are
Honeywell (U.S.), Toshiba (Japan), and Yokogawa (Japan). Honeywell, through its
Ohmart division is a supplier to the plastics industry. Toshiba and Yokogawa are
at present competing with the Company in Asia in the metals industry. IMS
(Germany) and IRM (Belgium/U.S.), compete with the Company worldwide in the
metals industry. There are a number of competitors such as NDC (US), Eurotherm
(U.K.), and Infrared Engineering (U.K.), which compete with the Company in the
plastics and rubber industry.
Certain of the Company's competitors have greater resources, manufacturing
and marketing capabilities, technical staff, and production facilities than
those of the Company. As a result, they may be able to adapt more quickly to new
or emerging technologies and changes in customer requirements, or to devote
greater resources to the promotion and sale of their products than the Company.
Further, competition with respect to all of the Company's products could
increase if new companies enter the market or if existing competitors expand
their product lines. There can be no assurance that competitors of the Company
will not develop technological innovations that will render products of the
Company obsolete.
(xii) Environmental Protection Regulations
The Company believes that compliance by the Company with federal, state,
and local environmental protection regulations will not have a material adverse
effect on its capital expenditures, earnings, or competitive position.
7
(xiii) Number of Employees
As of January 1, 2000, the Company employed approximately 500 people. The
Company has had no work stoppages and considers its relations with employees to
be good.
(d) Financial Information About Geographic Areas
Financial information about geographic areas is summarized in Note 10 to
Consolidated Financial Statements in the Registrant's 1999 Annual Report to
Shareholders, and is incorporated herein by reference.
(e) Executive Officers of the Registrant
Name Age Present Title (Fiscal Year First Became Executive
Officer)
------------------ ------ -----------------------------------------------------
Ernesto A. Corte 61 President and Chief Executive Officer (1997)
Werner G. Kramer 53 Executive Vice President (1997)
Theo Melas-Kyriazi 40 Chief Financial Officer (1998)
Paul F. Kelleher 57 Chief Accounting Officer (1997)
Each executive officer serves until his successor is chosen or appointed by the Board of Directors
and qualified or until earlier resignation, death, or removal. Mr. Corte has been President of the
Company since its inception in November 1996, and Chief Executive Officer since February 1998. Mr.
Corte has been President of the Company's Gamma-Metrics subsidiary since 1993. Mr. Kramer has been
Executive Vice President of the Company since its inception in November 1996 and President of the
Company's Radiometrie RM GmbH subsidiary since 1993. Mr. Melas-Kyriazi was appointed Chief Financial
Officer of the Company and Thermo Electron on January 1, 1999. Mr. Melas-Kyriazi joined Thermo Electron
in 1986 as Assistant Treasurer, and became Treasurer in 1988. He was named President and Chief
Executive Officer of ThermoSpectra Corporation, a subsidiary of Thermo Instrument, in 1994. In 1998, he
became Vice President of Corporate Strategy for Thermo Electron. Mr. Kelleher has held comparable
positions for at least five years with Thermo Instrument or Thermo Electron. Messrs. Corte and Kramer
are full-time employees of the Company. Messrs. Melas-Kyriazi and Kelleher are full-time employees of
Thermo Electron, but devote such time to the affairs of the Company as the Company's needs reasonably
require.
Item 2. Properties
The location and general character of the Company's principal properties
by segment as of January 1, 2000, are as follows:
Raw Materials
The Company leases approximately 45,000 square feet in San Diego,
California, pursuant to a lease that expires in 2004, 23,000 square feet in
Adelaide, Australia, pursuant to a lease that expires in October 2000; and
11,000 square feet in Colorado Springs, Colorado, pursuant to a lease that
expires in 2003. The Company uses these facilities for manufacturing, sales, and
administration for its Raw Materials segment.
Finished Materials
The Company leases approximately 53,000 square feet in Gaithersburg,
Maryland, pursuant to leases expiring in 2002 and 2009; and approximately 19,000
square feet in Gloucester, England, pursuant to a lease expiring in 2001; and
owns a facility with approximately 110,000 square feet in Erlangen, Germany, of
which approximately 55,000 square feet are utilized by the Company, with the
balance being utilized by another Thermo Instrument subsidiary. These facilities
are used by the Company for manufacturing, sales, and administration for its
Finished Materials segment.
8
The Company believes that its facilities are in good condition and are
suitable and adequate for its present operations. With respect to leases
expiring in the near future, in the event the Company does not renew such
leases, the Company believes suitable alternate space is available for lease on
acceptable terms.
In addition, the Company leases office space throughout the world for its
sales and service operations. The Company believes that these facilities are
adequate for its present operations.
Item 3. Legal Proceedings
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Information concerning the market and market price for the Registrant's
common stock, $.01 par value, and related matters, is included under the
sections labeled "Common Stock Market Information" and "Dividend Policy" in the
Registrant's 1999 Annual Report to Shareholders and is incorporated herein by
reference.
Item 6. Selected Financial Data
The information required under this item is included under the sections
labeled "Selected Financial Information" and "Dividend Policy" in the
Registrant's 1999 Annual Report to Shareholders and is incorporated herein by
reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The information required under this item is included under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Registrant's 1999 Annual Report to Shareholders and is
incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The information required under this item is included under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Registrant's 1999 Annual Report to Shareholders and is
incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The Registrant's Consolidated Financial Statements as of January 1, 2000,
and Supplementary Data are included in the Registrant's 1999 Annual Report to
Shareholders and are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
PART III
The information required under Items 10, 11, 12, and 13 of Form 10-K will
be filed as part of an amendment to this Form 10-K no later than 120 days after
January 1, 2000, the end of the Registrant's fiscal year covered by this Form
10-K.
9
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a,d) Financial Statements and Schedules
(1)The consolidated financial statements set forth in the list below are
filed as part of this Report.
(2)The consolidated financial statement schedule set forth in the list
below is filed as part of this Report.
(3)Exhibits filed herewith or incorporated herein by reference are set
forth in Item 14(c) below.
List of Financial Statements and Schedules Referenced in this Item 14
Information incorporated by reference from Exhibit 13 filed herewith:
Consolidated Statement of Income
Consolidated Balance Sheet
Consolidated Statement of Cash Flows
Consolidated Statement of Comprehensive Income and Shareholders'
Investment
Notes to Consolidated Financial Statements
Report of Independent Public Accountants
Financial Statement Schedules filed herewith:
Schedule II: Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable or not
required, or because the required information is shown either in the
financial statements or in the notes thereto.
(b) Reports on Form 8-K
None.
(c) Exhibits
See Exhibit Index on the page immediately preceding exhibits.
10
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.
Date: March 8, 2000 METRIKA SYSTEMS CORPORATION
By: /s/ Ernesto A. Corte
Ernesto A. Corte
President and Chief Executive Officer
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 indicated, as of March 8, 2000.
Signature Title
By: /s/ Ernesto A. Corte President, Chief Executive Officer, and
Director
Ernesto A. Corte
By: /s/ Theo Melas-Kyriazi Chief Financial Officer
Theo Melas-Kyriazi
By: /s/ Paul F. Kelleher Chief Accounting Officer
Paul F. Kelleher
By: /s/ Joseph A. Baute Director
Joseph A. Baute
By: /s/ Willard R. Becraft Director
Willard R. Becraft
By: /s/ Denis A. Helm Chairman of the Board and Director
Denis A. Helm
By: /s/ John T. Keiser Director
John T. Keiser
By: /s/ Earl R. Lewis Director
Earl R. Lewis
11
Report of Independent Public Accountants
To the Shareholders and Board of Directors of Metrika Systems Corporation:
We have audited, in accordance with generally accepted auditing standards,
the consolidated financial statements included in Metrika Systems Corporation's
Annual Report to Shareholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated February 15, 2000. Our audits were made for
the purpose of forming an opinion on those statements taken as a whole. The
schedule listed in Item 14 on page 10 is the responsibility of the Company's
management and is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic consolidated financial
statements. This schedule has been subjected to the auditing procedures applied
in the audits of the basic consolidated financial statements and, in our
opinion, fairly states in all material respects the consolidated financial data
required to be set forth therein in relation to the basic consolidated financial
statements taken as a whole.
Arthur Andersen LLP
Boston, Massachusetts
February 15, 2000
12
SCHEDULE II
METRIKA SYSTEMS CORPORATION
Valuation and Qualifying Accounts
(In thousands)
Description Balance at Provision Accounts Accounts Other (a) Balance
Beginning Charged to Recovered Written at End
of Year Expense Off of Year
- ---------------------------------- ----------- ----------- ----------- ----------- ----------- -----------
Allowance for Doubtful Accounts
Year Ended January 1, 2000 $2,286 $ 466 $ 102 $ (720) $ (81) $2,053
Year Ended January 2, 1999 $ 671 $ 470 $ 40 $ (606) $1,711 $2,286
Year Ended January 3, 1998 $ 440 $ 633 $ 209 $ (713) $ 102 $ 671
Description Balance at Established Activity Balance
Beginning as Cost of Charged to at End
of Year Acquisitions Reserve Other (c) of Year
- ------------------------------------- ------------- ------------- ------------ -------------- ------------
Accrued Acquisition Expenses (b)
Year Ended January 1, 2000 $ 663 $ 679 $(1,215) $ (2) $ 125
Year Ended January 2, 1999 $ 68 $ 1,380 $ (785) $ - $ 663
Year Ended January 3, 1998 $ - $ 350 $ (282) $ - $ 68
Description Balance at Provision for Balance
Beginning Restructuring Cash Payments at End
of Year Costs Other (c) of Year
- ------------------------------------- ------------- ------------- ------------ ------------- -------------
Accrued Restructuring Costs (d)
Year Ended January 1, 2000 $ 552 $(402) $ (92) $ (58) $ -
Year Ended January 2, 1999 $ - $ 624 $(100) $ 28 $ 552
(a) Includes allowance of businesses acquired during the year as described in
Note 2 to Consolidated Financial Statements in the Registrant's 1999 Annual
Report to Shareholders and the effect of foreign currency translation.
(b) The nature of activity in this account is described in Note 2 to
Consolidated Financial Statements in the Registrant's 1999 Annual Report to
Shareholders.
(c) Primarily the effect of foreign currency translation.
(d) The nature of activity in this account is described in Note 11 to
Consolidated Financial Statements in the Registrant's 1999 Annual Report to
Shareholders.
13
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
2 Stock Purchase Agreement dated as of May 6, 1998, by and between the Company and
Honeywell-Measurex Corporation (filed as Exhibit 2 to the Registrant's Current Report on
Form 8-K for events occurring on July 5, 1998, and incorporated herein by reference).
3.1* Certificate of Incorporation of the Company, as amended.
3.2* By-Laws of the Company.
4* Specimen Common Stock Certificate.
10.1* Corporate Services Agreement dated as of November 26, 1996, between Thermo Electron
Corporation and the Company.
10.2 Thermo Electron Corporate Charter, as amended and restated
effective January 3, 1993 (filed as Exhibit 10.1 to Thermo
Electron's Annual Report on Form 10-K for the fiscal year ended
January 3, 1993 [File No. 1-8002] and incorporated herein by
reference).
10.3* Tax Allocation Agreement dated as of November 26, 1996, between
Thermo Electron and the Company.
10.4 Master Cash Management, Guarantee Reimbursement and Loan
Agreement dated as of June 1, 1999, between the Registrant and
Thermo Electron Corporation (filed as Exhibit 10.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
July 3, 1999, and incorporated herein by reference).
10.5 Amended and Restated Master Guarantee Reimbursement and Loan Agreement dated as of
December 3, 1997, between Thermo Instrument and the Company (filed as Exhibit 10.6 to the
Registrant's Annual Report on Form 10-K for the year ended January 3, 1998, and
incorporated herein by reference).
10.6 Amended and Restated Deferred Compensation Plan for Directors of
the Registrant (filed as Exhibit 10.2 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended July 3, 1999,
and incorporated herein by reference).
10.7 Amended and Restated Equity Incentive Plan of the Registrant
(filed as Exhibit 10.3 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended July 3, 1999, and incorporated
herein by reference).
In addition to the stock-based compensation plans of the
Registrant, the executive officers of the Registrant may be
granted awards under stock-based compensation plans of Thermo
Electron and Thermo Instrument for services rendered to the
Registrant or such affiliated corporations. The terms of such
plans are substantially the same as those of the Registrant's
Amended and Restated Equity Incentive Plan.
10.8* Indemnification Agreement dated as of November 26, 1996, between
Thermo Instrument and the Company.
10.9* Letter Agreement dated as of December 4, 1996, between Thermo
Instrument and the Company.
14
Exhibit
Number Description of Exhibit
10.10* Indemnification Agreement dated as of December 4, 1996, between
Thermo Instrument and the Company.
10.11* Triple Net Lease Agreement dated January 1, 1995, between
Gamma-Metrics, as lessee and Radnor/Collins/Sorrento Partnership,
as lessor, for property located at 5788 Pacific Center Boulevard,
San Diego, California.
10.12* Form of Indemnification Agreement for Officers and Directors.
10.13 Restated Stock Holding Assistance Plan and Form of Promissory Note (filed as Exhibit
10.16 to the Registrant's Annual Report on Form 10-K for the year ended January 3, 1998,
and incorporated herein by reference).
10.14* Lease Agreement dated as of October 1, 1993, between Radiometrie
RM GmbH (the Company's subsidiary), as lessor, and ESM Eberline
Instruments Strahlen and Umweltmesstechnik GmbH, as lessee.
13 Annual Report to Shareholders for the year ended January 1, 2000 (only those portions
incorporated herein by reference).
21 Subsidiaries of the Registrant.
23 Consent of Arthur Andersen LLP.
27 Financial Data Schedule.
Each exhibit above which is marked with an asterisk (*) is incorporated
herein by reference to the correspondingly numbered exhibit to the Company's
Registration Statement on Form S-1 [File No. 333-25243].