-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MY/HzLilpIurc68z8dGgNm0sUbuJ5HEhGDhSn3qIzjQhmxUKybTqFAojCJwc9Rr6 +tnenWJkbjkdsYp8GwVrfQ== 0000098559-96-000007.txt : 19960606 0000098559-96-000007.hdr.sgml : 19960606 ACCESSION NUMBER: 0000098559-96-000007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960229 FILED AS OF DATE: 19960412 SROS: NYSE 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: 96546677 BUSINESS ADDRESS: STREET 1: P O BOX 360 CITY: FORT WAYNE STATE: IN ZIP: 46801-0360 BUSINESS PHONE: 2194232552 10-Q 1 April 12, 1996 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 29, 1996. Sincerely, TOKHEIM CORPORATION John A. Negovetich Vice President and Chief Financial Officer Enclosure pc: New York Stock Exchange Fred Axley - McDermott, Will & Emery Louis Pach - Coopers & Lybrand L.L.P. 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 29, 1996 ------------------------- 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 29, 1996, 7,938,588 shares of voting common stock were outstanding. In addition, 802,640 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 6. 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 29 February 28 1996 1995 ------------------------- NET SALES........................................... $ 49,548 $ 45,845 Cost of sales, exclusive of items listed below...... 37,860 36,414 Selling, general and administrative expenses........ 10,982 9,179 Depreciation and amortization....................... 1,070 1,161 Interest expense (net of interest income of $97 and $46 in 1996 and 1995, respectively)....... 618 660 Foreign currency gains.............................. (290) (178) Other expense, net.................................. 131 122 Loss before income taxes............................ (823) (1,513) Income taxes........................................ (155) (150) NET LOSS............................................ $ (668) $ (1,363) Preferred stock dividends........................... $ 389 $ 401 Net loss applicable to common stock................. $ (1,057) $ (1,764) Primary loss per common share: Net loss........................................ $ (0.13) $ (0.22) Weighted average shares outstanding............ 7,937 7,852
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 29, 1996 and the results of operations and cash flows for the three- month periods ended February 29, 1996 and February 28, 1995. Amounts for interim periods are unaudited. Amounts for the year ended November 30, 1995 were derived from audited financial statements included in the 1995 Annual Report to Stockholders. Certain prior year amounts in these financial statements have been reclassified to conform with current year presentation. 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 1995 Annual Report. 2 CONSOLIDATED CONDENSED BALANCE SHEET (IN THOUSANDS) February 29 November 30 1996 1995 ------------ ------------ ASSETS Current assets: Cash and short-term investments................. $ 4,501 $ 2,966 Receivables, net................................ 32,619 45,649 Inventories: Raw materials and supplies................... 9,103 7,649 Work in process.............................. 25,972 25,535 Finished goods............................... 5,682 4,911 40,757 38,095 Less amount necessary to reduce certain inventories to LIFO method................. 3,155 3,100 37,602 34,995 Prepaid expenses................................ 2,911 3,188 Total current assets............................ 77,633 86,798 Property, plant, and equipment, net............. 27,413 28,558 Other assets and deferred charges............... 6,662 5,876 Total assets.................................... $111,708 $121,232 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt........... $ 327 $ 351 Notes payable, banks........................... 3,167 2,364 Accounts payable............................... 14,313 18,689 Accrued expenses............................... 14,106 18,141 Total current liabilities...................... 31,913 39,545 Long-term debt................................. 21,205 21,321 Guaranteed Employees' Stock Ownership Plan obligation............................. 13,583 14,576 Postretirement benefit liability............... 14,096 13,882 Minimum pension liability...................... 3,868 3,868 Other long-term liabilities.................... 110 110 Deferred income taxes.......................... 739 807 85,514 94,109 Redeemable convertible preferred stock......... 24,000 24,000 Guaranteed Employees' Stock Ownership Plan obligation............................. (13,280) (13,790) Treasury stock, at cost........................ (3,934) (3,784) 6,786 6,426 Common stock................................... 19,409 19,409 Guaranteed Employees' Stock Ownership Plan obligation............................. (303) (786) Minimum pension liability...................... (3,868) (3,868) Foreign currency translation adjustments....... (4,272) (3,542) Retained earnings.............................. 8,645 9,715 19,611 20,928 Treasury stock, at cost... (203) (231) 19,408 20,697 Total liabilities and stockholders' equity..... $111,708 $121,232 3 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (IN THOUSANDS) Three Months Ended --------------------------- February 29 February 28 1996 1995 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss............................................ $ (668) $ (1,363) Adjustments to reconcile net loss to net cash provided from (used in) operations: Depreciation and amortization.................... 1,070 1,161 Gain on sale of property, plant, and equipment... (27) (40) Deferred income taxes............................ (55) -- Changes in assets and liabilities: Receivables, net................................... 12,692 616 Inventories........................................ (2,800) (2,059) Prepaid expenses................................... 262 (1,143) Accounts payable................................... (4,170) 3,098 Accrued expenses................................... (3,614) (2,215) U.S. and foreign income taxes...................... (177) (141) Other.............................................. (1,567) 33 Net cash provided from (used in) operations.......... 946 (2,053) CASH FLOWS FROM INVESTING AND OTHER ACTIVITIES: Plant and equipment additions........................ (787) (1,948) Proceeds from sale of property, plant, and equipment. 850 60 Net cash provided from (used in) investing and other activities................................... 63 (1,888) CASH FLOWS FROM FINANCING ACTIVITIES: Increase in term debt................................ 230 310 Increase notes payable, banks........................ 848 236 Treasury stock, net.................................. (139) 168 Preferred stock dividends............................ (389) (401) Net cash provided from financing activities.......... 550 313 EFFECT OF TRANSLATION ADJUSTMENT ON CASH............. (24) 14 CASH AND CASH EQUIVALENTS: Increase (decrease) in cash.......................... 1,535 (3,614) Beginning of year.................................... 2,966 3,933 End of period........................................ $ 4,501 $ 319 4 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS TO OUR STOCKHOLDERS: Our sharply narrowed fiscal 1996 first quarter loss puts us squarely on the path for the fourth consecutive year of improved operating performance. This improving trend was recently acknowledged by Dun & Bradstreet's reinstating its credit quality rating of the Company with a 4A2 designation. SALES: Sales for the first quarter were $49,548,000, approximately 8% above sales for the year ago period of $45,845,000. The sales increase is attributable principally to the continued effects of successful new product introductions and the expansion in the number of point-of-sale networks served. EARNINGS: The Company incurred a reduced net loss of $668,000 or $0.13 per share, a significant improvement over the net loss of $1,363,000 or $.22 per share reported in the year-ago first quarter period, which is traditionally a seasonal low point for the industry. COSTS AND EXPENSES: Cost of goods sold as a percent of sales for the three- month period decreased 3 percentage points relative to 1995, yielding a higher operating margin primarily due to higher sales volumes, actions taken to improve the Company's cost structure and a favorable product sales mix. Selling, general, and administrative expenses as a percentage of sales were two percentage points higher than the comparable 1995 period. Net interest expense was slightly lower than the prior year due to interest income earned on higher cash balances during the 1996 first quarter. OTHER: Cash provided from operations for the quarter ended February 29, 1996 was $946,000 versus $2,053,000 used in operations during the prior year first quarter, a $3,000,000 positive swing in period cash flow. The improvement is mainly attributable to the collection of receivables related to the previous quarter's record sales levels. Net cash provided from investing and other activities was $63,000 in 1996, representing capital expenditures of $787,000 offset by $850,000 of proceeds primarily from the sale of an office building that had been idled by our European realignment. The net cash used in investing and other activities in the 1995 first quarter of $1,888,000 was primarily for capital expenditures. Net cash provided from financing activities of $550,000 resulted from increases in short-term obligations, offset by payment of preferred stock dividends. DIVIDENDS: No cash dividends on common stock were declared during the period. OTHER DEVELOPMENTS: We believe the underlying strong trends of the last year, which continued into our fiscal 1996 first quarter will continue as the year progresses. In 1996, we are continuing implementation of our strategic growth plan with a focus on development of innovative new products and programs to better serve our customers, further development of our worldwide service and support networks, penetration of new and emerging international markets and further strengthening of our domestic distribution network. As an example of our progress toward these goals, our new Windows(R) PC-Based Columbus Point-of-Sale (POS) system has generated a tremendous amount of interest from several customers, and was featured on the cover of the March issue of NATIONAL PETROLEUM NEWS. Further, we are committed to having 20 POS credit networks approved on the Ruby system by year-end covering virtually the entire major oil company markets, compared to 15 at 1995 year-end and none at the beginning of that year. Similarly, our Washington, Indiana plant recently received ISO 9000 certification moving us one step closer to our goal of company-wide certification to that standard. We are also currently preparing our facilities for several significant capital improvement programs aimed at further improving our production cycle times and costs, making us more competitive in our pursuit of major domestic and international customers. 5 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. 6 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 12, 1996 DOUGLAS K. PINNER ------------------ -------------------------- President and Chief Executive Officer Date: April 12, 1996 JOHN A. NEGOVETICH ------------------ -------------------------- Vice President and Chief Financial Officer 7 TOKHEIM CORPORATION AND SUBSIDIARIES EXHIBIT (11) - EARNINGS PER SHARE FOR THE THREE MONTH PERIODS ENDED FEBRUARY 29, 1996, AND FEBRUARY 28, 1995 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 29, 1996, and February 28, 1995: PRIMARY ----------------------- 1996 1995 -------- -------- Shares outstanding (in thousands): Weighted average outstanding.................... 7,937 7,852 Share equivalents............................... -- -- Adjusted outstanding............................ 7,937 7,852 Net Loss.......................................... $ (668) $(1,363) Preferred stock dividends......................... (389) (401) Net loss applicable to common stock............... $(1,057) $(1,764) Net loss per common share......................... $ (0.13) $ (0.22) 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 ----------------------- 1996 1995 ---------- ----------- Shares outstanding (in thousands): Weighted average outstanding..................... 7,937 7,852 Share equivalents................................ 53 32 Weighted conversion of preferred stock........... 1,707 1,631 Adjusted outstanding............................. 9,697 9,515 Net Loss........................................... $ (668) $(1,363) Incremental RSP expense............................ (389) (401) Net loss applicable to common stock................ $(1,057) $(1,764) Net loss per common share.......................... $ (0.11) $ (0.19) 8
EX-27 2
5 This schedule contains summary financial information extracted from Tokheim Corporation's February 29, 1996, quarterly financial statements and is qualified in its entirety by reference to such financial statements. 0000098559 TOKHEIM CORPORATION 1000 3-MOS NOV-30-1996 FEB-29-1996 4501 0 33761 1142 37602 77633 84284 56871 111708 31913 0 6786 0 18903 505 111708 49548 49548 37860 37860 0 0 618 (823) (155) (668) 0 0 0 (668) (0.13) (0.13) Represents gross inventory net of LIFO and loss reserves. Represents gross PP&E. Represents redeemable preferred stock of $24,000 less Guaranteed ESOP of $13,280 and treasury stock of $3,934. Represents common stock of $19,409 less Guaranteed ESOP of $303 and treasury stock of $203. Represents retained earnings of $8,645 less minimum pension liability of $3,868 and foreign currency translation adjustments of $4,272. Includes product development expenses and excludes depreciation and amortization.
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