-----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, U3+UH2Y1ePJnrKKm0ikC1x6qEQu9vNU3FDeO0oh+DrrmQGGefEx6WzC8MnQKl+Xs FUEdH/jUPtLv7521RWriow== 0000098559-96-000025.txt : 19961016 0000098559-96-000025.hdr.sgml : 19961016 ACCESSION NUMBER: 0000098559-96-000025 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960831 FILED AS OF DATE: 19961015 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: 96643400 BUSINESS ADDRESS: STREET 1: P O BOX 360 CITY: FORT WAYNE STATE: IN ZIP: 46801-0360 BUSINESS PHONE: 2194232552 10-Q 1 October 14, 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 August 31, 1996. Sincerely, TOKHEIM CORPORATION JOHN A. NEGOVETICH President, N.A. Operations 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 August 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 August 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 Nine Months Ended August 31, August 31, August 31, August 31, 1996 1995 1996 1995 ---------------------- ---------------------- NET SALES............................... $59,044 $52,935 $166,212 $152,907 Cost of sales, exclusive of items listed below........................... 45,451 40,577 126,809 117,544 Selling, general, and administrative expenses............................... 11,093 10,505 34,033 30,372 Depreciation and amortization........... 989 1,165 3,126 3,492 Interest expense (net of interest income of $172 and $344 in 1996 and $75 and $182 in 1995 for the three-month and nine-month periods, respectively). 726 695 1,949 2,155 Foreign currency (gains) losses......... 39 227 (211) 50 Other expenses, net..................... 592 614 990 1,040 Earnings (loss) before income taxes..... 154 (848) (484) (1,746) Income taxes............................ 266 93 (240) 32 NET LOSS................................ $ (112) $ (941) $ (244) $(1,778) Preferred stock dividends............... $ 385 $ 392 $ 1,159 $ 1,188 Net loss applicable to common stock.......................... $ (497) $(1,333) $(1,403) $(2,966) Loss per common share: Primary: Net loss............................ $ (0.06) $ (0.17) $ (0.18) $ (0.38) Weighted average shares outstanding. 7,939 7,913 7,938 7,880 Fully diluted: Net loss............................ $ (0.06) $(0.17) $ (0.18) $ (0.38) Weighted average shares outstanding. 7,939 7,913 7,938 7,880
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 August 31, 1996 and the results of operations and cash flows for the three- month periods and nine-month periods ended August 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. 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. Certain prior year amounts in these financial statements have been reclassified to conform with current year presentation. See financial statements and accompanying notes in the Company's 1995 Annual Report. CONSOLIDATED CONDENSED BALANCE SHEET (IN THOUSANDS) August 31, November 30, 1996 1995 ----------- ------------ ASSETS Current assets: Cash and short-term investments............... $ 6,974 $ 2,966 Receivables, net.............................. 38,148 45,649 Inventories: Raw materials and supplies................ 7,859 7,649 Work in process............................ 27,716 25,535 Finished goods............................. 5,661 4,911 41,236 38,095 Less amount necessary to reduce certain inventories to LIFO method............... 3,180 3,100 38,056 34,995 Prepaid expenses.............................. 2,411 3,188 Total current assets.......................... 85,589 86,798 Restricted cash held in escrow................ 96,401 ---- Property, plant, and equipment, net........... 26,375 28,558 Other assets and deferred charges............. 9,363 5,876 Total assets.................................. $217,728 $121,232 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt.......... $ 386 $ 351 Notes payable, banks.......................... 3,153 2,364 Accounts payable.............................. 17,900 18,689 Accrued expenses.............................. 15,149 18,141 Total current liabilities..................... 36,588 39,545 Long-term debt................................ 123,392 21,321 Guaranteed Employees' Stock Ownership Plan obligation............................ 12,535 14,576 Postretirement benefit liability.............. 14,351 13,882 Minimum pension liability..................... 3,868 3,868 Other long-term liabilities................... --- 110 Deferred income taxes......................... 822 807 191,556 94,109 Redeemable convertible preferred stock........ 24,000 24,000 Guaranteed Employees' Stock Ownership Plan obligation............................ (12,232) (13,790) Treasury stock, at cost....................... (4,129) (3,784) 7,639 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...... (4,800) (3,542) Retained earnings............................. 8,298 9,715 18,736 20,928 Treasury stock, at cost....................... (203) (231) 18,533 20,697 Total liabilities and stockholders' equity.... $217,728 $121,232 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (IN THOUSANDS) Nine Months Ended ------------------------ August 31, August 31, 1996 1995 ------------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss.......................................... $ (244) $ (1,778) Adjustments to reconcile net loss to net cash used in operations: Depreciation and amortization................. 3,126 3,492 Gain on sale of property, plant, and equipment................................... (70) (62) Deferred income taxes......................... 35 (134) Changes in assets and liabilities: Receivables, net............................ 6,648 4,369 Inventories................................. (3,489) (3,821) Prepaid expenses............................ 766 (1,387) Accounts payable............................ (301) (53) Accrued expenses............................ (1,682) (125) U.S. and foreign income taxes............... (788) (150) Other....................................... (5,125) (366) Net cash used in operations....................... (1,124) (15) CASH FLOWS FROM INVESTING AND OTHER ACTIVITIES: Restricted cash held in escrow.................... (96,401) --- Plant and equipment additions..................... (1,887) (4,204) Proceeds from sale of property, plant, and equipment..................................... 1,007 106 Net cash used in investing and other activities... (97,281) (4,098) CASH FLOWS FROM FINANCING ACTIVITIES: Increase in term debt............................. 103,071 1,370 Increase notes payable, banks..................... 848 1,315 Treasury stock, net............................... (334) 278 Preferred stock dividends......................... (1,159) (1,188) Net cash provided by financing activities........ 102,426 1,775 EFFECT OF TRANSLATION ADJUSTMENT ON CASH.......... (13) 110 CASH AND CASH EQUIVALENTS: Decrease in cash.................................. 4,008 (2,228) Beginning of year................................. 2,966 3,933 End of period..................................... $ 6,974 $ 1,705 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Sales for the third quarter reflected an 11.5% increase over those recorded in the same quarter in the prior year with international sales up 33.8% and domestic demand remaining strong. SALES: Consolidated sales for the fiscal 1996 third quarter were $59,044,000 versus sales of $52,935,000 reported in the comparable period in 1995. Third quarter sales were 19.2% over the $49,548,000 reported in the fiscal 1996 first quarter and 2.5% over the $57,620,000 reported in the fiscal 1996 second quarter. Sales of $166,212,000 for the first nine months were up 8.7% over sales of $152,907,000 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 loss in the fiscal 1996 third quarter was $112,000, or $0.06 per share on a primary basis, compared to a net loss of $941,000, or $0.17 per share, reported in the previous year's third quarter. A net loss of $244,000, or $0.18 per share on a primary basis, was reported for the first nine months of 1996 compared to a net loss of $1,778,000, or $0.38 per share, incurred for the same period last year. COSTS AND EXPENSES: Gross margin as a percent of sales was 23.0% compared to 23.3% reported in the fiscal 1995 third quarter. This decrease was due to an increase in product development costs primarily attributable to work on the three-year supply contract announced April 3, with Royal Dutch Shell for the Asian region and mix of sales. Sales related to this contract are estimated at $50 to $70 million over a three year period. Gross margin for the nine month periods ended August 31, 1996 and 1995 were 23.7% and 23.1%, respectively. This increase is attributable to the favorable first quarter results primarily due to higher sales volumes, actions taken to improve the Company's cost structure and a favorable product sales mix, partially offset by the cost described above. Selling, general, and administrative expenses increased as a percent of sales 0.2% and 0.9% over comparable 1995 levels for the three month and nine month periods, respectively. These increases are generally attributable to legal fees to defend the Company against certain pending cases, increased employee cost, and a customer satisfaction program related to previously sold dispensers. Net interest expense for the fiscal 1996 third quarter was $726,000 versus $695,000 reported in the comparable period in 1995. This increase was attributable to eight days of interest on the recently issued 11.5% Senior Subordinated Notes offset by the interest income from the bond proceeds held in escrow. Net interest expenses of $1,949,000 for the first nine months decreased from net interest expense of $2,155,000 reported in the same period last year. This decrease is due to reduced average borrowings throughout most of the first nine month period offset by an increase in interest income. Depreciation and amortization decreased $176,000 and $366,000, respectively, for the three and nine month periods ended August 31, 1996 from the same periods one year ago. These decreases were due to assets becoming fully depreciated in previous periods and utilization of operating leases to finance the current capital needs. Foreign currency loss for the three months ended August 31, 1996 is decreased considerably from the same period one year ago. In the prior year devaluation of the major European currencies caused an adverse effect on our European subsidiaries. The favorable impact in the nine period ended August 31, 1996 is due to the overall strengthening of those same European currencies during the current year. Other expenses,net as a percent of sales or in dollars did not significantly change compared to the three and nine month periods ended August 31, 1995. OTHER: Cash used in operations for the nine-month period ended August 31, 1996 was $1,124,000 versus $15,000 in the prior year's third quarter. The decrease relative to the prior year reflects the financial effect of deferred charges related to the acquisition of Sofitam International. These items are reflected under the caption "Other assets and deferred charges" in the balance sheet. Funds used in investing and other activities were $97,281,000 in 1996, representing $1,887,000 in capital expenditures less $1,007,000 in proceeds from the sale of property and equipment. In addition, $96,401,000 net proceeds from the issuance of 11.5% Senior Subordinated Notes was held in escrow to fund the purchase of the fuel pump business of Sofitam International. Cash used in investing and other activities in the 1995 third quarter was $4,098,000 reflecting capital expenditures of $4,204,000 offset by proceeds from the sale of equipment of $106,000. Cash generated from financing activities of $102,426,000 in 1996 and $1,775,000 in 1995 principally represented increases in debt less preferred stock dividend payments. The 1996 increase in debt represents an increase due to the placement of $100,000,000 11.5% Senior Subordinated Notes maturing in the year 2006 and deferred charges for the acquisition. DIVIDENDS: No cash dividends on common stock were declared during the period. OTHER DEVELOPMENTS: The recent acquisition of the petroleum dispenser business of Sofitam S.A., a Paris, France based corporation, launches us to a leadership position in the petroleum dispensing industry with approximately $400 million in combined product and service support revenues from around the world. The $108 million purchase transaction was financed by the private placement of $100 million principal amount of Tokheim Corporation 11.5% Senior Subordinated Notes due 2006, and the utilization of a portion of an $80 million bank credit facility. PART II. OTHER INFORMATION ITEM 6. EXHIBITS (a) Exhibits: (11) Details supporting the computation of primary and fully diluted earnings per share. 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: October 15, 1996 DOUGLAS K. PINNER --------------- -------------------------------- President and Chief Executive Officer Date: October 15, 1996 JOHN A. NEGOVETICH --------------- -------------------------------- President, N.A. Operations and Chief Financial Officer TOKHEIM CORPORATION AND SUBSIDIARIES EXHIBIT (11) - EARNINGS PER SHARE FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED AUGUST 31, 1996 and AUGUST 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 nine month periods ended August 31, 1996 and August 31, 1995: PRIMARY ----------------------------------------- Three Months Ended Nine Months Ended ------------------ ------------------ August 31, August 31, August 31, August 31, 1996 1995 1996 1995 ----------------------------------------- Shares outstanding (in thousands): Weighted average outstanding.......... 7,939 7,913 7,938 7,880 Share equivalents..................... -- -- -- -- Adjusted outstanding.................. 7,939 7,913 7,938 7,880 Net loss................................ $(112) $ (941) $ (244) (1,778) Preferred stock dividends............... (385) (392) (1,159) (1,188) Loss applicable to common stock......... $(497) $(1,333) $(1,403) $(2,966) Net loss per common share............... $(0.06) $(0.17) $(0.18) $(0.38)
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 Nine Months Ended ------------------ ------------------ August 31, August 31, August 31, August 31, 1996 1995 1996 1995 ----------------------------------------- Shares outstanding (in thousands): Weighted average outstanding.......... 7,939 7,913 7,938 7,880 Share equivalents..................... 63 16 63 26 Weighted conversion of preferred stock............................... 1,705 1,905 1,711 1,810 Adjusted outstanding.................. 9,707 9,834 9,712 9,716 Net loss................................ $ (112) $ (941) $ (244) $(1,778) Incremental RSP expense................. (385) (392) (1,159) (1,188) Loss applicable to common stock................................. $ (497) $(1,333) $(1,403) $(2,966) Net loss per common share............... $(0.05) $ (0.14) $ (0.14) $ (0.31)
EX-27 2
5 This schedule contains summary financial information extracted from Tokheim Corporation's August 31, 1996, quarterly financial statements and is qualified in its entirety by reference to such financial statements. 0000098559 TOKHEIM CORPORATION 1000 9-MOS NOV-30-1996 AUG-31-1996 103375 0 39083 (935) 38056 181990 84227 57852 217728 36586 0 7639 0 18904 (370) 217728 166212 166212 116488 116488 0 0 1949 (484) (240) (244) 0 0 0 (244) (0.18) (0.18) Represents gross inventory net of LIFO and loss reserves. Represents gross PP&E. Represents redeemable preferred stock of $24,000 less Guaranteed ESOP of $12,232 and treasury stock of $4,129. Represents common stock of $19,409 less Guaranteed ESOP of $303 and treasury stock of $203. Represents retained earnings of $8,298 less minimum pension liability of $3,868 and foreign currency translation adjustments of $4,800. Includes product development expenses and excludes depreciation. -----END PRIVACY-ENHANCED MESSAGE-----