-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, iQKDR4O62R4JF7inDhqUl3PmyaIkJYcRbfTNeBQht6niVaghUjDsOSl0nDEwht5e 2Ai5cDhkOZ9AH+mV+p3KgA== 0000098559-94-000030.txt : 19940718 0000098559-94-000030.hdr.sgml : 19940718 ACCESSION NUMBER: 0000098559-94-000030 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940531 FILED AS OF DATE: 19940715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOKHEIM CORP CENTRAL INDEX KEY: 0000098559 STANDARD INDUSTRIAL CLASSIFICATION: 3580 IRS NUMBER: 350712500 STATE OF INCORPORATION: IN FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06018 FILM NUMBER: 94539036 BUSINESS ADDRESS: STREET 1: P O BOX 360 CITY: FORT WAYNE STATE: IN ZIP: 46801-0360 BUSINESS PHONE: 2194232552 10-Q 1 10Q 2ND QUARTER 1994 LIVE FILING 7/15/94 July 14, 1994 Securities & Exchange Commission Division of Corporate Finance 500 North Capitol Street Washington, D.C. 20549 Gentlemen: Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934, enclosed is Tokheim's Form 10-Q for the period ended May 31, 1994. Sincerely, TOKHEIM CORPORATION Jess B. Ford Vice President, Finance Secretary, and Chief Financial Officer Enclosure cc: New York Stock Exchange Division of Stock List - 2 Fred Axley - McDermott, Will & Emery Louis Pach - Coopers & Lybrand FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended MAY 31, 1994 -------------------- ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------- ------------- Commission File Number 1-6018 -------- TOKHEIM CORPORATION (Exact name of registrant as specified in its charter) INDIANA 35-0712500 - -------------------------------- -------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 10501 CORPORATE DR., FORT WAYNE, IN 46845 - ---------------------------------------- --------------- (Address of principal executive offices) (Zip Code) (Registrant's telephone number including area code) (219) 423-2552 ---------------- NOT APPLICABLE - --------------------------------------------------------------------- (Former name, former address, and former fiscal year if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (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 . --- --- As of May 31, 1994, 7,814,023 shares of voting common stock were outstanding. In addition, 832,091 shares of convertible preferred stock were held by the Retirement Savings Plan for Employees of Tokheim Corporation and Subsidiaries. The exhibit index is located on page 7. 1 PART I. FINANCIAL INFORMATION TOKHEIM CORPORATION ITEM 1. FINANCIAL STATEMENTS CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (AMOUNTS IN THOUSANDS EXCEPT AMOUNTS PER SHARE) Three Months Ended Six Months Ended ----------------------------------------------- May 31 May 31 May 31 May 31 1994 1993 1994 1993 ---------------------- ------------------------ NET SALES.......................................... $ 49,908 $44,679 $ 95,144 $ 76,628 Cost of sales, exclusive of items listed below..... 37,246 33,944 71,759 59,851 Selling, general, and administrative expenses...... 9,497 9,513 18,003 17,627 Depreciation and amortization...................... 1,155 1,363 2,341 2,723 Interest expense (net of interest income of $51 and $139 in 1994 and $65 and $163 in 1993 for the three-month and six-month periods, respectively).................................... 651 738 1,281 1,474 Foreign currency gains (losses).................... 117 (39) 53 (412) Other income (expense), net ....................... (107) 7 (247) (526) Earnings (loss) before income taxes and cumulative effect of change in method of accounting for postretirement benefits other than pensions.................................... 1,369 (911) 1,566 (5,985) Income taxes....................................... 218 205 260 332 Earnings (loss) before cumulative effect of change in method of accounting for post- retirement benefits other than pensions.......... 1,151 (1,116) 1,306 (6,317) Cumulative effect of change in method of accounting for postretirement benefits other than pensions.................................... -- -- (13,416) -- NET EARNINGS (LOSS)................................ $ 1,151 $(1,116) $(12,110) $ (6,317) Preferred stock dividends.......................... $ 403 $ 417 $ 814 $ 838 Net earnings (loss) applicable to common stock..... $ 748 $(1,533) $(12,924) $ (7,155) Earnings (loss) per common share: Primary: Before cumulative effect of change in method of accounting for postretirement benefits other than pensions................................ $ 0.10 $ (0.24) $ 0.06 $ (1.13) Cumulative effect of change in method of accounting for postretirement benefits other than pensions.......................... -- -- (1.73) -- Net earnings (loss)............................ $ 0.10 $ (0.24) $ (1.67) $ (1.13) Weighted average shares outstanding............ 7,863 6,398 7,775 6,359 Fully diluted: Before cumulative effect of change in method of accounting for postretirement benefits other than pensions.......................... $ 0.08 $ (0.24) $ 0.06 $ (1.13) Cumulative effect of change in method of accounting for postretirement benefits other than pensions................................ -- -- (1.73) -- Net earnings (loss)............................ $ 0.08 $ (0.24) $ (1.67) $ (1.13) Weighted average shares outstanding............ 9,103 6,398 7,775 6,359
2 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS In the opinion of the Company, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring items) necessary to present fairly its financial position as of May 31, 1994, and the results of operations and cash flows for the three-month periods and six-month periods ended May 31, 1994 and 1993. Amounts for interim periods are unaudited. Amounts for the year ended November 30, 1993, were derived from audited financial statements included in the 1993 Annual Report to Stockholders. Certain prior year amounts in these financial statements have been reclassified to conform with current year presentation. Effective December 1, 1993, the Company adopted Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," which requires that certain postretirement medical and life insurance benefits be accounted for on an accrual basis. Notes payable, banks has been classified as a long-term liability, reflecting the three-year term of the underlying financing agreement. See financial statements and accompanying notes in the Company's 1993 Annual Report. 3 CONSOLIDATED CONDENSED BALANCE SHEET (IN THOUSANDS) May 31 November 30 1994 1993 ------------ ------------- ASSETS Current assets: Cash and short-term investments.................... $ 2,798 $ 9,097 Receivables, net................................... 31,753 36,644 Inventories: Raw materials and supplies...................... 10,312 6,295 Work in process................................. 25,796 22,864 Finished goods.................................. 5,854 8,644 41,962 37,803 Less amount necessary to reduce certain inventories to LIFO method.................... 3,127 2,932 38,835 34,871 Prepaid expenses................................... 2,451 2,527 Total current assets............................... 75,837 83,139 Property, plant, and equipment, net................ 27,552 29,004 Other assets and deferred charges.................. 5,312 4,922 Total assets....................................... $108,701 $117,065 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt............... $ 1,078 $ 1,237 Notes payable, banks............................... -- 18,684 Accounts payable................................... 13,990 19,333 Accrued expenses................................... 14,383 14,471 Total current liabilities.......................... 29,451 53,725 Long-term debt..................................... 20,693 5,374 Guaranteed Employees' Stock Ownership Plan obligation................................. 17,892 19,206 Post retirement benefit liability.................. 13,158 -- Minimum pension liability.......................... 3,348 3,348 Other long-term liabilities........................ 150 150 Deferred income taxes.............................. 1,571 1,622 86,263 83,425 Redeemable convertible preferred stock............. 24,000 24,000 Guaranteed Employees' Stock Ownership Plan obligation................................. (16,650) (17,533) Treasury stock, at cost............................ (3,198) (2,789) 4,152 3,678 Common stock....................................... 19,377 19,594 Guaranteed Employees' Stock Ownership Plan obligation................................. (1,242) (1,673) Minimum pension liability.......................... (3,348) (3,348) Foreign currency translation adjustments........... (3,904) (4,037) Retained earnings.................................. 9,684 22,829 20,567 33,365 Less treasury stock, at cost....................... 2,281 3,403 18,286 29,962 Total liabilities and stockholders' equity......... $108,701 $117,065 4
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (IN THOUSANDS) Six Months Ended May 31 May 31 1994 1993 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss........................................... $(12,110) $(6,317) Adjustments to reconcile net loss to cash used in operations: Cumulative effect of change in method of accounting for postretirement benefits other than pensions.......................... 13,416 -- Depreciation and amortization.................. 2,341 2,723 Loss on sale of property, plant, and equipment. 9 463 Deferred income taxes.......................... (85) (200) Changes in assets and liabilities: Receivables, net........................... 4,973 837 Inventories................................ (4,067) 1,527 Prepaid expenses........................... 71 51 Accounts payable........................... (5,540) (2,384) Accrued expenses........................... (346) (3,745) U.S. and foreign income taxes.............. 8 586 Other...................................... (466) (22) Net cash used in operations........................ (1,796) (6,481) CASH FLOWS FROM INVESTING AND OTHER ACTIVITIES: Plant and equipment additions...................... (827) (1,001) Proceeds from sale of property, plant, and equipment...................................... 137 808 Net cash used in investing and other activities.... (690) (193) CASH FLOWS FROM FINANCING ACTIVITIES: Increase (decrease) in long term debt.............. (1,639) (728) Decrease notes payable, banks...................... (2,074) (3,967) Treasury stock, net................................ 492 16 Cash dividends..................................... (814) (838) Net cash used in financing activities.............. (4,035) (5,517) EFFECT OF TRANSLATION ADJUSTMENT ON CASH............................................ 222 20 CASH AND SHORT-TERM INVESTMENTS: Decrease in cash................................... (6,299) (12,171) Beginning of year.................................. 9,097 15,517 End of period...................................... $ 2,798 $ 3,346 5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS We are pleased to report an increase in both sales and profits for the fiscal 1994 second quarter, a further reduction in debt, and an improvement in our overall balance sheet position. The improvement in business activity is across the board in terms of both products and markets. Retail and commercial product sales are up over last year and are showing increases in both domestic and international markets. The improvement in operating results over the prior year, and over the first quarter of this year, reflects both stronger sales and the combined effect of better margins and reduced operating expenses as a percent of sales. SALES: Consolidated sales for the fiscal 1994 second quarter were $49,908,000, an increase of 11.7% from sales of $44,679,000 reported in the comparable period in 1993 and an increase of 10.3% over the $45,236,000 reported in the fiscal 1994 first quarter. Sales of $95,144,000 for the first six months were up 24.2% over sales of $76,628,000 reported in the same period last year. EARNINGS: Consolidated net earnings in the fiscal 1994 second quarter were $1,151,000, or $0.10 primary earnings per share, compared to a net loss of $1,116,000, or $0.24 per share, reported in the previous year's second quarter. Six months consolidated net earnings were $1,306,000, or $0.06 primary earnings per share, before the cumulative effect of an accounting change, compared to a loss of $6,317,000, or $1.13 per share, for the same period last year. The net loss, after giving effect to the mandatory accounting change reflecting the 1994 first quarter adoption of Statement of Financial Accounting Standards (SFAS) No. 106 governing accounting for nonpension retiree benefit costs, was $12,110,000, or $1.67 per share. COSTS AND EXPENSES: Gross margin as a percent of sales improved to 25.4%, up from 24% reported in the fiscal 1993 second quarter due to the combined effect of reduced costs and improved product mix. Selling, General, and Administrative expenses were below those of the prior year both in terms of dollars and as a percent of sales. Interest expense was below the prior year due to lower levels of debt throughout the 1994 second quarter and a lower interest rate resulting from a new financing agreement. OTHER: Cash used in operations for the six-month period ended May 31, 1994 was $1,796,000 versus $6,481,000 used in the prior year six-month period. The improvement relative to the prior year resulted from the higher sales level, higher inventory turns, and improved receivables collections. Funds used in investing and other activities were $690,000 in 1994, representing $827,000 in capital expenditures less $137,000 of proceeds from sale of equipment. Cash used in investing and other activities in the 1993 six-month period was $193,000 reflecting capital expenditures of $1,001,000 offset, in part, by proceeds from the sale of property, plant, and equipment of $808,000. Cash used in financing activities of $4,035,000, principally representing debt reduction and preferred stock dividend payments, was $1,482,000 less than the prior year. DIVIDENDS: Financial covenants of Tokheim's current bank agreement preclude the payment of cash dividends on common stock throughout the 1994 fiscal year. 6 OTHER DEVELOPMENTS: The Company's balance sheet at the end of the second quarter continues to show improvement with the working capital ratio increasing to 2.6 from 1.6 reported in the 1994 first quarter, reflecting the financial effect of completion of the new three-year financing agreement. Total debt was further reduced to $39.7 million during the second quarter from $41.1 million reported at the end of the first quarter. The Company's debt level is less than half what it was at the beginning of 1992 when it peaked at nearly $85 million. While it is difficult at this early stage of the industry recovery to pinpoint just how order activity will slot into the third and fourth quarters, we remain optimistic that the year as a whole will continue to show considerable improvement over last year. In addition, we firmly believe that our clear customer focus and dedication to quality and service will lead to continuing increases in earnings and stockholder returns in the long run. The Annual Meeting of Stockholders was held on April 13, 1994. Accomplishments toward 1993 objectives were reviewed, and objectives for the 1994 fiscal year were discussed. Enclosed is a copy of the "Highlights of the Annual Meeting" which reviews the meeting's formal proceedings. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Reports on Form 8-K - None. 7 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TOKHEIM CORPORATION Date July 11, 1994 Douglas K. Pinner --------------- ------------------------------------- President and Chief Executive Officer Date July 11, 1994 Jess B. Ford --------------- ------------------------------------- Vice President, Finance, Secretary, and Chief Financial Officer 8 TOKHEIM CORPORATION AND SUBSIDIARIES EXHIBIT (11) - EARNINGS PER SHARE FOR THE THREE MONTH AND SIX MONTH PERIODS ENDED MAY 31, 1994, AND MAY 31, 1993 Primary earnings per share are based on the weighted average number of shares outstanding during each year and the assumed exercise of dilutive employees' stock options less the number of treasury shares assumed to be purchased from the proceeds using the average market price of the Company's common stock. The following table presents information necessary to calculate earnings (loss) per share for the three month and six month periods ended May 31, 1994 and May 31, 1993: PRIMARY ---------------------------------------- Three Months Ended Six Months Ended May 31, May 31, May 31, May 31, 1994 1993 1994 1993 ------------------- -------------------- Shares outstanding (in thousands): Weighted average outstanding.................. 7,790 6,398 7,775 6,359 Share equivalents............................. 73 -- -- -- Adjusted outstanding.......................... 7,863 6,398 7,775 6,359 Net Earnings (loss): Earnings (loss) before cumulative effect of change in method of accounting for postretirement benefits other than pensions. $ 1,151 $(1,116) $ 1,306 $ (6,317) Cumulative effect of change in method of accounting for postretirement benefits other than pensions......................... -- -- (13,416) -- Net earnings (loss)........................... 1,151 (1,116) (12,110) (6,317) Less preferred stock dividend................. 403 417 814 838 Net earnings (loss) applicable to common stock.................................. $ 748 $(1,533) $(12,924) $ (7,155) Net earnings (loss) per common share: Before cumulative effect of change in method of accounting for postretirement benefits other than pensions................ $ 0.10 $ (0.24) $ 0.06 $ (1.13) Cumulative effect of change in method of accounting for postretirement benefits other than pensions......................... -- -- (1.73) -- Net earnings (loss) .......................... $ 0.10 $ (0.24) $ (1.67) $ (1.13)
9 TOKHEIM CORPORATION AND SUBSIDIARIES EXHIBIT (11) - EARNINGS PER SHARE FOR THE THREE MONTH AND SIX MONTH PERIODS ENDED MAY 31, 1994, AND MAY 31, 1993 For financial reporting purposes for the three month period ended May 31, 1993, and the six month periods ended May 31, 1993 and 1994, the loss per share, assuming full dilution, is considered to be the same as primary since the effect of the common stock equivalents would be antidilutive. FULLY DILUTED ---------------------------------------- Three Months Ended Six Months Ended May 31, May 31, May 31, May 31, 1994 1993 1994 1993 -------------------- ------------------- Shares outstanding (in thousands): Weighted average outstanding.................. 7,790 6,398 7,775 6,359 Share equivalents............................. 77 23 81 23 Weighted conversion of preferred stock........ 1,236 867 1,221 882 Adjusted outstanding.......................... 9,103 7,288 9,077 7,264 Net Earnings (loss): Earnings (loss) before cumulative effect of change in method of accounting for postretirement benefits other than pensions. $ 1,151 $(1,116) $ 1,306 $ (6,317) Cumulative effect of change in method of accounting for postretirement benefits other than pensions......................... -- -- (13,416) -- Net earnings (loss)........................... 1,151 (1,116) (12,110) (6,317) Less preferred stock dividend................. 403 417 814 838 Net earnings (loss) applicable to common stock................................ $ 748 $(1,533) $(12,924) $ (7,155) Net earnings (loss) per common share: Before cumulative effect of change in method of accounting for postretirement benefits other than pensions................ $ 0.08 $ (0.21) $ 0.05 $ (0.98) Cumulative effect of change in method of accounting for postretirement benefits other than pensions......................... -- -- (1.48) -- Net earnings (loss)........................... $ 0.08 $ (0.21) $ (1.43) $ (0.98)
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