-----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, BZ4z4fYsw7skGY1tXybbqKBttQAvVaDLyu016fQkEeDaIXQPSdzmUvXXc8sf+LU1 WE7ZmgnIahIAPG5/m8FKRA== 0000098559-96-000021.txt : 19960715 0000098559-96-000021.hdr.sgml : 19960715 ACCESSION NUMBER: 0000098559-96-000021 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960531 FILED AS OF DATE: 19960712 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: 96594145 BUSINESS ADDRESS: STREET 1: P O BOX 360 CITY: FORT WAYNE STATE: IN ZIP: 46801-0360 BUSINESS PHONE: 2194232552 10-Q 1 July 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 May 31, 1996. Sincerely, TOKHEIM CORPORATION JOHN A. NEGOVETICH Vice President and Chief Financial Officer Enclosure pc: New York Stock Exchange Division of Stock List 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, 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 May 31, 1996, 7,938,595 shares of voting common stock were outstanding. In addition, 795,696 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. 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, 1996 1995 1996 1995 ---------------------- ---------------------- NET SALES............................... $57,620 $54,127 $107,167 $ 99,972 Cost of sales, exclusive of items listed below........................... 43,497 40,554 81,356 76,967 Selling, general, and administrative expenses............................... 11,958 10,689 22,940 19,867 Depreciation and amortization........... 1,067 1,167 2,137 2,327 Interest expense (net of interest income of $75 and $172 in 1996 and $60 and $107 in 1995 for the three-month and six-month periods, respectively).. 605 799 1,223 1,459 Foreign currency (gains) losses......... 40 1 (250) (177) Other expenses, net..................... 268 302 399 428 Earnings (loss) before income taxes..... 185 615 (638) (899) Income taxes............................ (351) 89 (506) (62) NET EARNINGS (LOSS)..................... $ 536 $ 526 $ (132) $ (837) Preferred stock dividends............... $ 385 $ 395 $ 774 $ 796 Net earnings (loss) applicable to common stock.......................... $ 151 $ 131 $ (906) $(1,633) Earnings (loss) per common share: Primary: Net earnings (loss)................. $ 0.02 $ 0.02 $ (0.11) $ (0.21) Weighted average shares outstanding. 8,009 7,904 7,938 7,864 Fully Diluted: Net earnings (loss)................. $ 0.02 $ 0.01 $ (0.11) $ (0.21) Weighted average shares outstanding. 9,681 9,659 7,938 7,864
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, 1996 and the results of operations and cash flows for the three-month periods and six-month periods ended May 31, 1996 and 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. See financial statements and accompanying notes in the Company's 1995 Annual Report. CONSOLIDATED CONDENSED BALANCE SHEET (IN THOUSANDS) May 31, November 30, 1996 1995 ----------- ------------ ASSETS Current assets: Cash and short-term investments............... $ 2,005 $ 2,966 Receivables, net.............................. 37,530 45,649 Inventories: Raw materials and supplies................ 9,329 7,649 Work in process............................ 25,935 25,535 Finished goods............................. 6,617 4,911 41,881 38,095 Less amount necessary to reduce certain inventories to LIFO method............... 3,105 3,100 38,776 34,995 Prepaid expenses.............................. 2,519 3,188 Total current assets.......................... 80,830 86,798 Property, plant, and equipment, net........... 27,372 28,558 Other assets and deferred charges............. 10,695 5,876 Total assets.................................. $118,897 $121,232 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt.......... $ 441 $ 351 Notes payable, banks.......................... 2,969 2,364 Accounts payable.............................. 19,473 18,689 Accrued expenses.............................. 14,489 18,141 Total current liabilities..................... 37,372 39,545 Long-term debt................................ 23,468 21,321 Guaranteed Employees' Stock Ownership Plan obligation............................ 13,064 14,576 Postretirement benefit liability.............. 14,202 13,882 Minimum pension liability..................... 3,868 3,868 Other long-term liabilities................... -- 110 Deferred income taxes......................... 717 807 92,691 94,109 Redeemable convertible preferred stock........ 24,000 24,000 Guaranteed Employees' Stock Ownership Plan obligation............................ (12,761) (13,790) Treasury stock, at cost....................... (4,105) (3,784) 7,134 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...... (4,759) (3,542) Retained earnings............................. 8,796 9,715 19,275 20,928 Treasury stock, at cost....................... (203) (231) 19,072 20,697 Total liabilities and stockholders' equity.... $118,897 $121,232 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (IN THOUSANDS) Six Months Ended ------------------------ May 31, May 31, 1996 1995 ------------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss.......................................... $ (132) $ (837) Adjustments to reconcile net loss to net cash provided by (used in) operations: Depreciation and amortization................. 2,137 2,327 Gain on sale of property, plant, and equipment................................... (65) (73) Deferred income taxes......................... (55) (151) Changes in assets and liabilities: Receivables, net............................ 7,289 399 Inventories................................. (4,262) (2,168) Prepaid expenses............................ 639 (1,254) Accounts payable............................ 1,277 3,355 Accrued expenses............................ (2,604) (1,206) U.S. and foreign income taxes............... (663) 35 Other....................................... (6,444) (21) Net cash provided by (used in) operations......... (2,883) 406 CASH FLOWS FROM INVESTING AND OTHER ACTIVITIES: Plant and equipment additions..................... (1,986) (3,613) Proceeds from sale of property, plant, and equipment..................................... 977 106 Net cash used in investing and other activities... (1,009) (3,507) CASH FLOWS FROM FINANCING ACTIVITIES: Increase in term debt............................. 3,295 1,379 Increase notes payable, banks..................... 725 712 Treasury stock, net............................... (310) 185 Preferred Stock dividends......................... (774) (796) Net cash provided by financing activities..................................... 2,936 1,480 EFFECT OF TRANSLATION ADJUSTMENT ON CASH.......... (5) 81 CASH AND CASH EQUIVALENTS: Decrease in cash.................................. (961) (1,540) Beginning of year................................. 2,966 3,933 End of period..................................... $ 2,005 $ 2,393 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Sales for the second quarter reflected a 6.5% increase over those recorded in the same quarter in the prior year with domestic sales up 5.7% and international sales up 7.6% SALES: Consolidated sales for the fiscal 1996 second quarter were $57,620,000 versus sales of $54,127,000 reported in the comparable period in 1995. Second quarter sales were 16.3% over the $49,548,000 reported in the fiscal 1996 first quarter. Sales of $107,167,000 for the first six months were up 7.2% over sales of $99,972,000 reported in the same period last year. The improvement in sales is attributable principally to the acceptance of new products by the domestic market place and the continued penetration of foreign markets. EARNINGS: Consolidated net earnings in the fiscal 1996 second quarter were $536,000, or $0.02 per share on a primary basis, compared to earnings of $526,000, or $0.02 per share, reported in the previous year's second quarter. A net loss of $132,000, or $0.11 per share on a primary basis, was reported for the first six months of 1996 compared to a net loss of $837,000, or $0.21 per share, incurred for the same period last year. COSTS AND EXPENSES: Gross margin as a percent of sales was 24.5% compared to 25.1% reported in the fiscal 1995 second quarter. This decrease was due to product development costs primarily attributable to work on the three-year supply contract announced April 3, with Royal Dutch Shell for the Asian region. Sales related to this contract are estimated at $50 to $70 million over a three year period. We expect to begin realizing the financial benefit of this contract in the third quarter. Selling, General and Administrative expenses were 20.8% of sales versus 19.8% in the prior year. Net interest expense was $194,000 below the prior year. OTHER: Cash used in operations for the six-month period ended May 31, 1996 was $2,883,000 versus $406,000 provided from operations in the prior year's second quarter. The decrease relative to the prior year reflects the financial effect of deposits made on the purchase of manufacturing equipment to be installed at our Fort Wayne, Indiana manufacturing facility during the third and fourth quarters of 1996. The equipment purchase is part of our previously announced $12.8 million capital expenditure program to improve plant productivity and manufacturing, capacity, product design capability and quality of both products and processes. Deposits related to the proposed acquisition of Sofitam International discussed below are also included in quarterly cash usage. Funds used in investing and other activities were $1,009,000 in 1996, representing $1,986,000 in capital expenditures less $977,000 in proceeds from the sale of property and equipment. Cash used in investing and other activities in the 1995 second quarter was $3,507,000 reflecting capital expenditures of $3,613,000 offset by proceeds from the sale of equipment of $106,000. Cash generated from financing activities of $2,936,000 in 1996 and $1,480,000 in in 1995 principally represented increases in debt less preferred stock dividend payments. The 1996 increase in debt represents an increase due to deposits on machinery and equipment and deposits for the acquisition. DIVIDENDS: No cash dividends on common stock were declared during the period. OTHER DEVELOPMENTS: On June 25, 1996, Tokheim announced an agreement to purchase the petroleum dispensing marketing and services business of Paris, France-based Sofitam International in a transaction having an aggregate purchase price of approximately $108 million, subject to post-closing adjustments. The Sofitam acquisition has major strategic significance to Tokheim in that the merged businesses create the world's largest independent designer, manufacturer and servicer of electronic and mechanical petroleum dispensing marketing systems, including service station equipment, point-of-sale control systems and cash-and-credit card-activated transaction systems. The combined global entity would have proforma revenues of approximately $425 million and have complementary facilities throughout Europe, the United Kingdom, Africa, the United States and Canada. The acquisition is anticipated to be completed by the early fall. This combination of two companies, who have enjoyed strong industry position on two separate continents, consolidates our respective relative strengths in Northern and Southern Europe and Africa. It represents a significant augmentation to Tokheim's recently established strong base in Asia Pacific and Eastern and Central Europe by creating and combining an unparalleled global service network, we are creating a structure that is congruent with the globalization strategies of our major oil customers. It also creates the requisite critical infrastructure to support broader and more advanced technological development. Sofitam International and Satam are highly respected names in our industry with good management, and we look forward to realizing the full potential of this global partnership. 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 A form 8-K, Current Report, was filed on April 12, 1996. This form was filed to report a significant strengthening of the Company's relationship with the Royal Dutch Shell Group of companies through having been chosen as the exclusive supplier of fuel dispensing equipment for Shell's operating companies in 6 Asian countries, including Hong Kong, Malaysia, Pakistan, the Philippines, Singapore, and Thailand. The report was dated April 3, 1996. A form 8-K, Current Report, was filed on July 9, 1996. This form was filed to report the signing of an agreement to acquire the petroleum dispensing marketing and service business of Paris-based Sofitam International in a transaction having an aggregate purchase price of approximately $108 million, subject to post-closing adjustments. The report was dated June 26, 1996. 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 12, 1996 DOUGLAS K. PINNER --------------- -------------------------------- President and Chief Executive Officer Date: July 12, 1996 JOHN A. NEGOVETICH --------------- -------------------------------- Vice President and Chief Financial Officer TOKHEIM CORPORATION AND SUBSIDIARIES EXHIBIT (11) - EARNINGS PER SHARE FOR THE THREE MONTH AND SIX MONTH PERIODS ENDED MAY 31, 1996 and MAY 31, 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 three month and six month periods ended May 31, 1996 and May 31, 1995: PRIMARY ----------------------------------------- Three Months Ended Six Months Ended ------------------ ------------------ May 31, May 31, May 31, May 31, 1996 1995 1996 1995 ----------------------------------------- Shares outstanding (in thousands): Weighted average outstanding.......... 7,938 7,877 7,938 7,864 Share equivalents..................... 71 27 -- -- Adjusted outstanding.................. 8,009 7,904 7,938 7,864 Net earnings (loss)..................... 536 526 (132) (837) Preferred stock dividends............... (385) (395) (774) (796) Net earnings (loss) applicable to common stock.......................... $ 151 $ 131 $ (906) $(1,633) Net earnings (loss) per common share.... $ 0.02 $ 0.02 $(0.11) $ (0.21)
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, 1996 1995 1996 1995 ----------------------------------------- Shares outstanding (in thousands): Weighted average outstanding.......... 7,938 7,877 7,938 7,864 Share equivalents..................... 71 33 63 33 Weighted conversion of preferred stock............................... 1,672 1,749 1,714 1,693 Adjusted outstanding.................. 9,681 9,659 9,715 9,590 Net earnings (loss)..................... 536 526 (132) (837) Incremental RSP expense................. (385) (395) (774) (796) Net earnings (loss) applicable to common stock................................. $ 151 $ 131 $ (906) $(1,633) Net earnings (loss) per common share.... $ 0.02 $ 0.01 $ (0.09) $ (0.17)
EX-27 2
5 This schedule contains summary financial information extracted from Tokheim Corporation's May 31, 1996, quarterly financial statements and is qualified in its entirety by reference to such financial statements. 0000098559 TOKHEIM CORPORATION 1000 6-MOS NOV-30-1996 MAY-31-1996 2005 0 38668 (1138) 38776 80830 84289 56917 118897 37372 0 7134 0 18903 168 118897 107167 107167 81356 81356 0 0 1223 (638) (506) (132) 0 0 0 (132) (0.11) (0.11) Represents gross intentory net of LIFO and loss reserves. Represents gross PP&E. Represents redeemable preferred stock of $24,000 less Guaranteed ESOP of $12,761 and treasury stock of $4,105. Represents common stock of $19,409 less Guaranteed ESOP of $303 and treasury stock of $203. Represents retained earnings of $8,796 less minimum pension liability of $3,868 and foreign currency translation adjustments of $4,759. Includes product development expenses and excludes depreciation. -----END PRIVACY-ENHANCED MESSAGE-----