-----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, SMYtpm9SHqThgJFue2d0MtXORuCYd3jJEdkYoKLxd3JmIyuhrC38tVMljnuKELAE MOI/XnOjmZGmq3xeDjotdw== 0000098559-95-000014.txt : 199507170000098559-95-000014.hdr.sgml : 19950717 ACCESSION NUMBER: 0000098559-95-000014 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950531 FILED AS OF DATE: 19950714 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: 95553894 BUSINESS ADDRESS: STREET 1: P O BOX 360 CITY: FORT WAYNE STATE: IN ZIP: 46801-0360 BUSINESS PHONE: 2194232552 10-Q 1 July 14, 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 May 31, 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 May 31, 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 May 31, 1995, 7,901,775 shares of voting common stock were outstanding. In addition, 816,027 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, 1995 1994 1995 1994 ---------- --------- -------- --------- NET SALES. . . . . . . . . . . . . . . . . $54,127 $49,908 $99,972 $ 95,144 Cost of sales, exclusive of items listed below.. . . . . . . . . . . . . . 40,554 37,246 76,967 71,759 Selling, general, and administrative expenses. . . . . . . . . . . . . . . . . 10,689 9,497 19,867 18,003 Depreciation and amortization . . . . . . . 1,167 1,155 2,327 2,341 Interest expense (net of interest income of $60 and $107 in 1995 and $51 and $139 in 1994 for the three-month and six-month periods, respectively) . . . . 799 651 1,459 1,281 Foreign currency gains (losses). . . . . . (1) 117 177 53 Other expense, net. . . . . . . . . . . . . (302) (107) (428) (247) Earnings (loss) before income taxes and cumulative effect of change in method of accounting . . . . . . . . . . 615 1,369 (899) 1,566 Income taxes. . . . . . . . . . . . . . . . 89 218 (62) 260 Earnings (loss) before cumulative effect of change in method of accounting . . . . 526 1,151 (837) 1,306 Cumulative effect of change in method of accounting for postretirement benefits other than pensions . . . . . . . . . . . -- -- -- (13,416) NET EARNINGS (LOSS) . . . . . . . . . . . . $ 526 $ 1,151 $ (837) $(12,110) Preferred stock dividends . . . . . . . . . $ 395 $ 403 $ 796 $ 814 Net earnings (loss) applicable to common stock. . . . . . . . . . . . . . . $ 131 $ 748 $(1,633) $(12,924) Earnings (loss) per common share: Primary: Before cumulative effect of change in method of accounting . . . . . . . $ 0.02 $ 0.10 $ (0.21) $ 0.06 Cumulative effect of change in method of accounting. . . . . . . . . -- -- -- (1.73) Net earnings (loss) . . . . . . . . . . $ 0.02 $ 0.10 $ (0.21) $ (1.67) Weighted average shares outstanding . . 7,904 7,863 7,864 7,775 Fully Diluted: Before cumulative effect of change in method of accounting . . . . . . . $ 0.01 $ 0.08 $ (0.21) $ 0.06 Cumulative effect of change in method of accounting . . . . . . . . . . . . -- -- -- (1.73) Net earnings (loss) . . . . . . . . . . $ 0.01 $ 0.08 $ (0.21) $ (1.67) Weighted average shares outstanding . . . 9,659 9,103 7,864 7,775 -2- /TABLE 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, 1995 and the results of operations and cash flows for the three-month and six-month periods ended May 31, 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. See financial statements and accompanying notes in the Company's 1994 Annual Report. -3- CONSOLIDATED CONDENSED BALANCE SHEET (IN THOUSANDS) May 31, November 30, 1995 1994 ASSETS -------- ------------ Current assets: Cash and cash equivalents . . . . . . . . . . . . $ 2,393 $ 3,933 Receivables, net . . . . . . . . . . . . . . . . . 39,669 38,812 Inventories: Raw materials and supplies. . . . . . . . . . . 7,594 7,697 Work in process . . . . . . . . . . . . . . . . 26,417 25,675 Finished goods. . . . . . . . . . . . . . . . . 6,829 4,729 40,840 38,101 Less amount necessary to reduce certain inventories to LIFO method. . . . . . . . . . 3,087 2,746 37,753 35,355 Prepaid expenses . . . . . . . . . . . . . . . . . 3,590 2,308 Total current assets . . . . . . . . . . . . . . . 83,405 80,408 Property, plant, and equipment, net. . . . . . . . 29,228 27,425 Other assets and deferred charges. . . . . . . . . 5,724 5,672 Total assets . . . . . . . . . . . . . . . . . . . $118,357 $113,505 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt . . . . . . . $ 1,243 $ 1,248 Notes payable, banks . . . . . . . . . . . . . . . 2,554 1,661 Accounts payable . . . . . . . . . . . . . . . . . 20,894 16,215 Accrued expenses . . . . . . . . . . . . . . . . . 15,631 16,990 Total current liabilities. . . . . . . . . . . . . 40,322 36,114 Long-term debt . . . . . . . . . . . . . . . . . . 20,481 18,941 Guaranteed Employees' Stock Ownership Plan obligation . . . . . . . . . . . . . . . . 15,566 16,975 Postretirement benefit liability . . . . . . . . . 13,860 13,512 Minimum pension liability. . . . . . . . . . . . . 2,651 1,906 Other long-term liabilities. . . . . . . . . . . . 110 150 Deferred income taxes. . . . . . . . . . . . . . . 705 791 93,695 88,389 Redeemable convertible preferred stock . . . . . . 24,000 24,000 Guaranteed Employees' Stock Ownership Plan obligation . . . . . . . . . . . . . . . . (14,780) (15,733) Treasury stock, at cost. . . . . . . . . . . . . . (3,599) (3,262) 5,621 5,005 Common stock . . . . . . . . . . . . . . . . . . . 19,410 19,410 Guaranteed Employees' Stock Ownership Plan obligation . . . . . . . . . . . . . . . . (786) (1,242) Minimum pension liability. . . . . . . . . . . . . (2,651) (1,906) Foreign currency translation adjustments . . . . . (3,214) (3,543) Retained earnings. . . . . . . . . . . . . . . . . 7,129 9,279 19,888 21,998 Treasury stock, at cost. . . . . . . . . . . . . . (847) (1,887) 19,041 20,111 Total liabilities and stockholders' equity . . . . $118,357 $113,505 -4- CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (IN THOUSANDS) Six Months Ended ---------------------- May 31, May 31, 1995 1994 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss. . . . . . . . . . . . . . . . . . . . . . . $ (837) $(12,110) Adjustments to reconcile net loss to net cash provided by (used in) operations: Cumulative effect of change in method of accounting for postretirement benefits other than pensions . . . . . . . . . . . . . . -- 13,416 Depreciation and amortization . . . . . . . . . . 2,327 2,341 (Gain) loss on sale of property, plant, and equipment . . . . . . . . . . . . . . . . . . . (73) 9 Deferred income taxes . . . . . . . . . . . . . . (151) (85) Changes in assets and liabilities: Receivables, net . . . . . . . . . . . . . . . . 399 4,973 Inventories. . . . . . . . . . . . . . . . . . . (2,168) (4,067) Prepaid expenses . . . . . . . . . . . . . . . . (1,254) 71 Accounts payable . . . . . . . . . . . . . . . . 3,355 (5,540) Accrued expenses . . . . . . . . . . . . . . . . (1,206) (346) U.S. and foreign income taxes. . . . . . . . . . 35 8 Other. . . . . . . . . . . . . . . . . . . . . . (21) (466) Net cash provided by (used) in operations . . . . . . 406 (1,796) CASH FLOWS FROM INVESTING AND OTHER ACTIVITIES: Plant and equipment additions . . . . . . . . . . . . (3,613) (827) Proceeds from sale of property, plant, and equipment. . . . . . . . . . . . . . . . . . . . . 106 137 Net cash used in investing and other activities . . . (3,507) (690) CASH FLOWS FROM FINANCING ACTIVITIES: Increase (decrease) in term debt. . . . . . . . . . . 1,379 (1,639) Increase (decrease) notes payable, banks. . . . . . . 712 (2,074) Treasury stock, net . . . . . . . . . . . . . . . . . 185 492 Preferred stock dividends . . . . . . . . . . . . . . (796) (814) Net cash provided by (used in) financing activities . . . . . . . . . . . . . . . . . . . . 1,480 (4,035) EFFECT OF TRANSLATION ADJUSTMENT ON CASH. . . . . . . 81 222 CASH AND CASH EQUIVALENTS: Decrease in cash. . . . . . . . . . . . . . . . . . . (1,540) (6,299) Beginning of year . . . . . . . . . . . . . . . . . . 3,933 9,097 End of period . . . . . . . . . . . . . . . . . . . . $ 2,393 $ 2,798 -5- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Sales for the second quarter reflected an 8.5% increase over those recorded in the same quarter in the prior year with domestic sales up 4.8% and international sales up 14.4%. Earnings, however, fell short of the prior year level as discussed below. SALES: Consolidated sales for the fiscal 1995 second quarter were $54,127,000 versus sales of $49,908,000 reported in the comparable period in 1994. Second quarter sales were 18.0% over the $45,845,000 reported in the fiscal 1995 first quarter. Sales of $99,972,000 for the first six months were up 5.0% over sales of $95,144,000 reported in the same period last year. EARNINGS: Consolidated net earnings in the fiscal 1995 second quarter were $526,000, or $0.02 per share on a primary basis, compared to earnings of $1,151,000, or $0.10 per share, reported in the previous year's second quarter. A net loss of $837,000, or $0.21 per share on a primary basis, was reported for the first six months of 1995 compared to a net loss of $12,110,000, or $1.67 per share, incurred for the same period last year. The prior year amount included the cumulative effect of the 1994 first quarter adoption of Statement of Financial Accounting Standards (SFAS) No. 106 governing accounting for nonpension retiree benefit costs of $13,416,000, or $1.73 per share, which offset a profit from operations of $1,306,000, or $0.06 per share. COSTS AND EXPENSES: Gross margin as a percent of sales was 25.1% compared to 25.3% reported in the fiscal 1994 second quarter. Selling, General, and Administrative expenses were 19.7% of sales versus 19.0% in the prior year. Interest expense was $148,000 above the prior year due to higher interest rates. OTHER: Cash provided from operations for the six-month period ended May 31, 1995 was $406,000 versus a deficit of $1,796,000 in the prior year's second quarter. The improvement relative to the prior year resulted from the higher sales level and higher inventory turns. Funds used in investing and other activities were $3,507,000 in 1995, representing $3,613,000 in capital expenditures less $106,000 in proceeds from the sale of equipment. Cash used in investing and other activities in the 1994 second quarter was $690,000 reflecting capital expenditures of $827,000 offset by proceeds from the sale of equipment of $137,000. The increased level of capital expenditures is in accordance with the Company s plan to enhance its manufacturing, quality, and engineering capabilities through a relayout of the Fort Wayne plant, state of the art test equipment, and a new CAD/CAM system. Cash generated from financing activities of $1,480,000 principally represented increases in debt less preferred stock dividend payments. In the prior year, cash used in financing activities was $4,035,000 primarily due to debt reduction. -6- DIVIDENDS: No cash dividends on common stock were declared during the period. OTHER DEVELOPMENTS: Although revenues were ahead of last year, and were more sharply ahead of those recorded in the 1995 first quarter, profits were impacted primarily by continued price competition, one-time costs incurred in connection with rationalization in our foreign operations, higher selling and administrative expenses, and increased engineering expenses. The increase in engineering expenses along with the sharp increase in capital expenditures are actually investments in the future. The increase in engineering expenses has resulted in our completing the release of several important dispenser product developments and the rollout of several major oil credit card network interfaces. In addition, we are making progress toward completion of a new dispenser to be released later this year. The capital investment in our new CAD/CAM system has resulted in a reduction in product development time such that aggressive project schedules are consistently being met. Reductions in selling and administrative expenses are being put into place for the second half of the year, both domestically and through a repositioning of some of our foreign operations. We expect improved results for the second half of the year to be derived from stronger industry sales demand, the beginning financial effect of restructuring some of our foreign operations, reductions in our unit manufacturing costs, and selling and administrative cost reductions. For the year as a whole, we continue to expect a level of profitability which would again show significant improvement over the prior year marking the third consecutive year of such tangible improvement. The Annual Meeting of Stockholders was held on April 12, 1995. Accomplishments toward 1994 objectives were reviewed, and objectives for the 1995 fiscal year were discussed. 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. (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 July 14, 1995 DOUGLAS K. PINNER _________________ -------------------------------------- President and Chief Executive Officer Date July 14, 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 AND SIX MONTH PERIODS ENDED MAY 31,1995 and MAY 31, 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 three month and six month periods ended May 31, 1995 and May 31, 1994:
PRIMARY ----------------------------------- Three Months Ended Six Months Ended May 31, May 31, May 31, May 31, 1995 1994 1995 1994 -------- ------- ------- ------- Shares outstanding (in thousands): Weighted average outstanding. . . . . . . 7,877 7,790 7,864 7,775 Share equivalents . . . . . . . . . . . . 27 73 -- -- Adjusted outstanding. . . . . . . . . . . 7,904 7,863 7,864 7,775 Net earnings (loss): Before cumulative effect of change in method of accounting . . . . . . . . $ 526 $1,151 $ (837)$ 1,306 Cumulative effect of change in method of accounting for postretirement benefits other than pensions . . . . . . . . . . -- -- -- (13,416) Net earnings (loss) . . . . . . . . . . . 526 1,151 (837) (12,110) Less preferred stock dividend . . . . . . 395 403 796 814 Earnings (loss) applicable to common stock. . . . . . . . . . . . . . . $ 131 $ 748 $(1,633) $(12,924) Net earnings (loss) per common share: Before cumulative effect of change in method of accounting. . . . . $0.02 $ 0.10 $(0.21) $ 0.06 Cumulative effect of change in method of accounting for postretirement benefits other than pensions. . . . . . -- -- -- (1.73) Net earnings (loss) per common share. . . $0.02 $ 0.10 $(0.21) $ (1.67)
-9- TOKHEIM CORPORATION AND SUBSIDIARIES EXHIBIT (11) - EARNINGS PER SHARE FOR THE THREE MONTH AND SIX MONTH PERIODS ENDED MAY 31, 1995, AND MAY 31, 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 ----------------------------------- Three Months Ended Six Months Ended May 31, May 31, May 31, May 31, 1995 1994 1995 1994 --------- ------- ------- ------- Shares outstanding (in thousands): Weighted average outstanding. . . . . . . 7,877 7,790 7,864 7,775 Share equivalents . . . . . . . . . . . . 33 77 33 81 Weighted conversion of preferred stock. . 1,749 1,236 1,693 1,221 Adjusted outstanding. . . . . . . . . . . 9,659 9,103 9,590 9,077 Net earnings (loss): Before cumulative effect of change in method of accounting . . . . . . . . $ 526 $1,151 $ (837)$ 1,306 Cumulative effect of change in method of accounting for postretirement benefits other than pensions . . . . . . . . . . -- -- -- (13,416) Net earnings (loss) . . . . . . . . . . . 526 1,151 (837) (12,110) Less preferred stock dividend . . . . . . 395 403 796 814 Earnings (loss) applicable to common stock . . . . . . . . . . . . . . . . . . $ 131 $ 748 $(1,633) $(12,924) Net earnings (loss) per common share: Before cumulative effect of change in method of accounting . . . . . . . . $0.01 $ 0.08 $ (0.17) $ 0.05 Cumulative effect of change in method of accounting for postretirement benefits other than pensions . . . . . . . . . . -- -- -- (1.48) Net earnings (loss) per common share. . . $0.01 $ 0.08 $ (0.17) $ (1.43)
-10- EX-27 2
5 This schedule contains summary financial information extacted from Tokheim Corporation's May 31, 1995, interim financial statements and is qualified in its entirety by reference to such financial statements. 0000098559 TOKHEIM CORPORATION 1000 6-MOS NOV-30-1995 MAY-31-1995 2393 0 40808 1140 37753 83405 85455 56227 118357 40322 0 17777 5621 0 1264 118357 99972 99972 76967 76967 0 0 1459 (899) (62) (837) 0 0 0 (837) (0.21) 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 $847. Represents redeemable preferred stock of $24,000 less Guaranteed ESOP of $14,780 and treasury stock of $3,599. Represents retained earnings of $7,129 less minimum pension liability of $2,651 and foreign currency translation adjustments of $3,214. Includes product development expenses and excludes depreciation and amortization.
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