-----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, ckadxWQ+cnTyOKAfJUl7hk8ofxceWl3I9qHqXADyPf7q1VDtz1UaMVcbf4bYz787 zhVOjxA/s36lVTxZkJVfFg== 0000098559-95-000009.txt : 19950414 0000098559-95-000009.hdr.sgml : 19950414 ACCESSION NUMBER: 0000098559-95-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950228 FILED AS OF DATE: 19950412 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOKHEIM CORP CENTRAL INDEX KEY: 0000098559 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [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: 95528407 BUSINESS ADDRESS: STREET 1: P O BOX 360 CITY: FORT WAYNE STATE: IN ZIP: 46801-0360 BUSINESS PHONE: 2194232552 10-Q 1 April 11, 1995 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 February 28,1995. Sincerely, TOKHEIM CORPORATION Jess B. Ford Vice President, Finance Secretary, and Chief Financial Officer Enclosure pc: 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 FEBRUARY 28, 1995 ----------------------- 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) 470-4600 -------------- 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 February 28, 1995, 7,868,223 shares of voting common stock were outstanding. In addition, 827,155 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 ------------------------- February 28 February 28 1995 1994 ----------- ------------ NET SALES.......................................... $ 45,845 $ 45,236 Cost of sales, exclusive of items listed below..... 36,414 34,512 Selling, general, and administrative expenses...... 9,179 8,507 Depreciation and amortization...................... 1,161 1,186 Interest expense (net of interest income of $46 and $88 in 1995 and 1994, respectively)...... 660 630 Foreign currency gains (losses).................... 178 (64) Other expense, net................................. (122) (140) Earnings (loss) before income taxes and cumulative effect of change in method of accounting....................................... (1,513) 197 Income taxes....................................... (150) 42 Earnings (loss) before cumulative effect of change in method of accounting................... (1,363) 155 Cumulative effect of change in method of accounting for postretirement benefits other than pensions.................................... -- (13,416) NET LOSS........................................... $ (1,363) $(13,261) Preferred stock dividends.......................... $ 401 $ 411 Net loss applicable to common stock................ $ (1,764) $(13,672) Loss per common share: Primary: Loss before cumulative effect of change in method of accounting for postretirement benefits other than pensions................. $ (0.22) $ (0.03) Cumulative effect of change in method of accounting for postretirement benefits other than pensions.......................... -- (1.73) Net loss....................................... $ (0.22) $ (1.76) Weighted average shares outstanding............ 7,852 7,755 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 February 28, 1995, and the results of operations and cash flows for the three-month periods ended February 28, 1995 and 1994. Amounts for interim periods are unaudited. Amounts for the year ended November 30, 1994, were derived from audited financial statements included in the 1994 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. Fully diluted loss per share is considered to be the same as primary loss per share, since the effect of certain potentially dilutive securities would be antidilutive. See financial statements and accompanying notes in the Company's 1994 Annual Report. 3 CONSOLIDATED CONDENSED BALANCE SHEET (IN THOUSANDS) February 28 November 30 1995 1994 ASSETS ------------ ------------ Current assets: Cash and cash equivalents........................ $ 319 $ 3,933 Receivables, net................................. 39,101 38,812 Inventories: Raw materials and supplies.................... 7,317 7,697 Work in process............................... 27,196 25,675 Finished goods................................ 5,916 4,729 40,429 38,101 Less amount necessary to reduce certain inventories to LIFO method.................. 2,836 2,746 37,593 35,355 Prepaid expenses................................. 3,467 2,308 Total current assets............................. 80,480 80,408 Property, plant, and equipment, net.............. 28,523 27,425 Other assets and deferred charges................ 5,513 5,672 Total assets..................................... $114,516 $113,505 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt............. $ 1,254 $ 1,248 Notes payable, banks............................. 2,023 1,661 Accounts payable................................. 20,227 16,215 Accrued expenses................................. 14,569 16,990 Total current liabilities........................ 38,073 36,114 Long-term debt................................... 19,403 18,941 Guaranteed Employees' Stock Ownership Plan obligation............................... 16,047 16,975 Post retirement benefit liability................ 13,687 13,512 Minimum pension liability........................ 1,906 1,906 Other long-term liabilities...................... 150 150 Deferred income taxes............................ 834 791 90,100 88,389 Redeemable convertible preferred stock........... 24,000 24,000 Guaranteed Employees' Stock Ownership Plan obligation............................... (15,261) (15,733) Less treasury stock, at cost..................... 3,321 3,262 5,418 5,005 Common stock..................................... 19,410 19,410 Guaranteed Employees' Stock Ownership Plan obligation............................... (786) (1,242) Minimum pension liability........................ (1,906) (1,906) Foreign currency translation adjustments......... (3,576) (3,543) Retained earnings................................ 7,300 9,279 20,442 21,998 Less treasury stock, at cost..................... 1,444 1,887 18,998 20,111 Total liabilities and stockholders' equity....... $114,516 $113,505 4 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (IN THOUSANDS) Three Months Ended -------------------------- February 28 February 28 1995 1994 -------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss............................................ $(1,363) $(13,261) 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................... 1,161 1,186 Gain on sale of property, plant, and equipment.. (40) (6) Deferred income taxes........................... -- (84) Changes in assets and liabilities: Receivables, net.............................. 616 6,069 Inventories................................... (2,059) (1,645) Prepaid expenses.............................. (1,143) (252) Accounts payable.............................. 3,098 (6,445) Accrued expenses.............................. (2,215) (748) U.S. and foreign income taxes................. (141) (34) Other......................................... 33 (101) Net cash used in operations......................... (2,053) (1,905) CASH FLOWS FROM INVESTING AND OTHER ACTIVITIES: Plant and equipment additions....................... (1,948) (413) Proceeds from sale of property, plant, and equipment......................................... 60 8 Net cash used in investing and other activities..... (1,888) (405) CASH FLOWS FROM FINANCING ACTIVITIES: Increase (decrease) in term debt.................... 310 (595) Increase (decrease) notes payable, banks............ 236 (1,998) Treasury stock, net................................. 168 148 Preferred stock dividends........................... (401) (411) Net cash provided by (used in) financing activities........................................ 313 (2,856) EFFECT OF TRANSLATION ADJUSTMENT ON CASH............ 14 (1) CASH AND CASH EQUIVALENTS: Decrease in cash.................................... (3,614) (5,167) Beginning of year................................... 3,933 9,097 End of period....................................... $ 319 $ 3,930 5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The loss for the fiscal first quarter was very much in line with our previously announced expectations; and we continue to expect, for the fiscal year as a whole, to deliver improved results as have been achieved in each of the past two years despite softness in industry pricing during those periods. SALES: Sales for the first quarter were $45,845,000, reflecting the typical seasonal downturn from the previous quarter's sales of $59,059,000. Sales of $45,236,000 were recorded in the comparable period of 1994. EARNINGS: The Company incurred a first quarter net loss of $1,363,000, or $0.22 per share, compared to a net loss of $13,261,000, or $1.76 per share, in the year-ago period. The prior year amount included the cumulative effect of adopting Statement of Financial Accounting Standards (SFAS) No. 106 governing accounting for nonpension retiree benefit costs of $13,416,000, which offset a $155,000 profit from operations equal to a loss of $0.03 on a per share basis after allowance for preferred stock dividends. COSTS AND EXPENSES: Cost of goods sold as a percent of sales for the three-month period increased, relative to 1994, due primarily to costs associated with realignment of the Fort Wayne manufacturing facility, increased engineering expenses related to value engineering design efforts, as well as new product development, and a continuation of soft pricing in the industry. Selling, general, and administrative expenses were 1.2% to sales higher than the comparable 1994 period. Interest expense was slightly higher than the prior year due to higher interest rates offset in part by a lower level of debt outstanding during the 1995 quarter. A weakening of the U.S. dollar resulted in foreign currency exchange gains of $178,000 for the quarter versus losses of $64,000 in the comparable prior year period. OTHER: Cash used in operations for the quarter ended February 28, 1995 was $2,053,000 versus $1,905,000 used in the prior year first quarter. We expect improvement in operating cash flow as we move out of the seasonal slow period. Net cash used in investing and other activities was $1,888,000 in 1995, primarily for capital expenditures, designed to reduce costs and enhance quality, in three of the Company's manufacturing operations. The net cash used in investing and other activities in the 1994 first quarter of $405,000 was also primarily for capital expenditures. Net cash provided from financing activities of $313,000, primarily resulted from increases in short-term obligations and a reduction in treasury stock, offset in part by payment of preferred stock dividends. DIVIDENDS: No cash dividends on common stock were declared during the period. OTHER DEVELOPMENTS: The quarter's results were anticipated as we planned to take advantage of the seasonal downturn by shutting down the Fort Wayne plant and completing a rearrangement to streamline the manufacturing process and to achieve a sustainable improvement in our cost structure. The front-end costs and temporary inefficiencies incurred as a result of this initiative, combined with some continuation of softer pricing, contributed to our unfavorable profit margin comparison with the prior year first quarter. However, we are already experiencing some of the benefits in the form of reduced nonvalue added costs and a 13% improvement in assembly productivity. These improvements will be highly visible during the plant tour following our stockholders' meeting which will be held at our manufacturing facility in Fort Wayne. 6 Other positive recent developments included the release of the first Tokheim retrofit electronic head for our previous generation TCS dispenser line. The retrofit package offers the option of the Dispenser Payment Terminal (DPT) which allows customers to pay for their gasoline with either cash or credit card at the dispenser. The new electronic head with the DPT also provides an enhanced keyboard, a larger display, and the industry's most secure data encryption standard capability for use of debit cards. A retrofit DPT offering the same advantages was also made available for our long time popular 262A model. There is a significant population of both TCS and 262A dispensers in service, and customers will benefit from the ability to upgrade these with automation capability. Additionally, we have released or are finalizing Beta testing of six major credit network interfaces in our point-of-sale systems with the VeriFone alliance. This is tangible progress toward our objective of 14 major oil networks by mid-year which will give Tokheim one of, if not the, largest major oil jobber networks in the rapidly expanding jobber credit card market which we expect to be a meaningful source of future revenues. Other product improvements include the Wireless Dispenser Communication System, automated Customer Service enhancements, the new Fuel Point fully automated fuel management system, the quick oil changer, and the new lift-to-start options - all of which will also be on display at the stockholders' meeting. We look to the proprietary nature of these product developments as a means to strategically differentiate Tokheim from its competitors in the marketplace. Meanwhile, the value engineering design cost reduction initiative continues to provide opportunities for improving our profit margins. In addition, both a new dispenser quality testing system and a new computer-aided design/computer-aided manufacturing (CAD/CAM) system were partially implemented during the 1995 first quarter. These initiatives and other corporate objectives outlined in the recent annual report are directed at achieving reduced manufacturing cost and improved market share for the remainder of 1995 and beyond. We look forward to outlining our 1995 objectives for our stockholders at the annual stockholders' meeting to be held on April 12, 1995 in the Tokheim Employees' Clubhouse which is adjacent to our primary manufacturing facility in Fort Wayne. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: (11) Details supporting the computation of primary and fully diluted earnings per share (27) Financial Data Schedule (b) 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: April 11, 1995 Douglas K. Pinner ------------------ ------------------------- President and Chief Executive Officer Date: April 11, 1995 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 PERIODS ENDED FEBRUARY 28, 1995 AND FEBRUARY 28, 1994 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 per share for the quarters ended February 28, 1995 and February 28, 1994: PRIMARY -------------------------- 1995 1994 -------------------------- Shares outstanding (in thousands): Weighted average outstanding................... 7,852 7,755 Share equivalents.............................. -- -- Adjusted outstanding........................... 7,852 7,755 Net loss per common share: Earnings (loss) before cumulative effect of change in method of accounting for post- retirement benefits other than pensions...... $(1,363) $ 155 Cumulative effect of change in method of accounting for postretirement benefits other than pensions.......................... -- (13,416) Net Loss....................................... (1,363) (13,261) Less preferred stock dividend.................. 401 411 Loss applicable to common stock.................. $(1,764) $(13,672) Loss per common share: Loss before cumulative effect of change in method of accounting for post- retirement benefits other than pensions...... $ (0.22) $ (0.03) Cumulative effect of change in method of accounting for postretirement benefits other than pensions.......................... -- (1.73) Net loss per common share...................... $ (0.22) $ (1.76) 9 TOKHEIM CORPORATION AND SUBSIDIARIES EXHIBIT (11) - EARNINGS PER SHARE FOR THE THREE MONTH PERIODS ENDED FEBRUARY 28, 1995 AND FEBRUARY 28, 1994 For financial reporting purposes, 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 -------------------------- 1995 1994 -------------------------- Shares outstanding (in thousands): Weighted average outstanding................... 7,852 7,755 Share equivalents.............................. 32 93 Weighted conversion of preferred stock ....... 1,631 1,171 Adjusted outstanding........................... 9,515 9,019 Net loss per common share: Earnings (loss) before cumulative effect of change in method of accounting for post- retirement benefits other than pensions...... $ (1,363) $ 155 Cumulative effect of change in method of accounting for postretirement benefits other than pensions.......................... -- (13,416) Net Loss....................................... (1,363) (13,261) Less preferred stock dividend.................. 401 411 Loss applicable to common stock.................. $ (1,764) $(13,672) Loss per common share: Loss before cumulative effect of change in method of accounting for post- retirement benefits other than pensions...... $ (0.19) $ (0.03) Cumulative effect of change in method of accounting for postretirement benefits other than pensions.......................... -- (1.49) Net loss per common share...................... $ (0.19) $ (1.52) 10 EX-27 2
5 This schedule contains summary financial information extracted from Tokheim Corporation's February 28, 1995 interim financial statements and is qualifed in its entirety by reference to such financial statements. 0000098559 TOKHEIM CORPORATION 1000 3-MOS NOV-30-1995 FEB-28-1995 319 0 40080 979 37593 80480 84041 55518 114516 38073 0 17180 5418 0 1818 114516 45845 45845 36414 36414 0 0 660 (1513) (150) (1363) 0 0 0 (1363) .22 0 Represents gross inventory net of LIFO and loss reserves. Represents gross PP&E. Represents common stock of $19,410 less Guaranteed ESOP of $786 and treasury stock of $1,444. Represents redeemable preferred stock of $24,000 less Guaranteed ESOP of $15,261 and treasury stock of $3,321. Represents retained earnings of $7,300 less minimum pension liability of $1,906 and foreign currency translation adjustments of $3,576. Includes product development expenses and excludes depreciation and amortization. 11
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