<PAGE>
FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 24, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-9859
BANCTEC, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-1559633
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4435 Spring Valley Road, Dallas, TX 75244
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code, 214/450-7700
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
---------- ----------
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Outstanding at
Class October 31, 1995
----- ----------------
Common Stock, $.01 par value 20,131,357
<PAGE>
BANCTEC, INC.
CONSOLIDATED BALANCE SHEET
(Dollars in thousands, except share data)
<TABLE>
<CAPTION>
ASSETS
September 24, March 26,
1995 1995
------------- ---------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1,936 $ 11,091
Accounts receivable, less allowance
for doubtful accounts of $2,041 at
September and $1,646 at March 84,415 81,790
Inventories 51,589 51,491
Other current assets 14,895 11,911
-------- --------
TOTAL CURRENT ASSETS 152,835 156,283
PROPERTY, PLANT AND EQUIPMENT - NET 53,051 51,354
EXCESS OF COST OVER NET ASSETS OF
ACQUIRED BUSINESSES,
less accumulated amortization of
$12,848 at September and $10,890
at March 85,433 86,243
OTHER INTANGIBLE ASSETS, less
accumulated amortization of $5,907
at September and $6,157 at March 887 1,437
OTHER ASSETS 11,972 12,049
-------- --------
$304,178 $307,366
======== ========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES:
Revolving credit facility $ 11,145 $ 12,942
Current maturities of long-term debt 13,781 20,290
Trade accounts payable 14,579 22,430
Other accrued expenses and liabilities 40,275 42,349
Deferred revenue 26,417 26,000
Income taxes 9,649 259
-------- --------
TOTAL CURRENT LIABILITIES 115,846 124,270
-------- --------
LONG-TERM DEBT, less current maturities 39,284 42,459
-------- --------
OTHER LIABILITIES 2,938 3,509
-------- --------
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST - -
-------- --------
STOCKHOLDERS' EQUITY:
Preferred stock-authorized, 1,000,000 shares of
$.01 par value:
Series A - no shares issued and outstanding - -
Series B - no shares issued and outstanding - -
Common stock-authorized, 45,000,000 shares of $.01
par value;
issued and outstanding, 10,702,594 at September
and 10,638,806 at March 107 107
Additional paid-in capital 41,644 41,409
Retained earnings 104,938 96,868
Foreign currency translation adjustments 246 91
Unearned compensation (825) (1,347)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 146,110 137,128
-------- --------
$304,178 $307,366
======== ========
</TABLE>
See notes to consolidated financial statements.
-2-
<PAGE>
BANCTEC, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 24, September 25, September 24, September 25,
1995 1994 1995 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
REVENUE:
Equipment and software $43,270 $41,818 $ 82,085 $ 80,408
Maintenance and other
services 35,235 31,407 69,572 62,283
------- ------- -------- --------
78,505 73,225 151,657 142,691
------- ------- -------- --------
COST OF SALES:
Equipment and software 29,125 26,084 55,005 50,607
Maintenance and other
services 27,278 24,036 53,488 48,197
------- ------- -------- --------
56,403 50,120 108,493 98,804
------- ------- -------- --------
GROSS PROFIT 22,102 23,105 43,164 43,887
------- ------- -------- --------
OPERATING EXPENSES:
Product development 2,144 2,754 4,125 5,513
Selling, general &
administrative 10,158 10,988 20,405 21,842
Goodwill amortization 928 1,084 1,924 2,158
------- ------- -------- --------
13,230 14,826 26,454 29,513
------- ------- -------- --------
INCOME FROM OPERATIONS 8,872 8,279 16,710 14,374
------- ------- -------- --------
OTHER INCOME (EXPENSE):
Interest income 123 56 218 93
Interest expense (1,392) (1,463) (2,897) (2,527)
Sundry-net (285) 142 (118) 701
------- ------- -------- --------
(1,554) (1,265) (2,797) (1,733)
------- ------- -------- --------
INCOME BEFORE INCOME
TAXES, AND MINORITY
INTEREST 7,318 7,014 13,913 12,641
INCOME TAX PROVISION 3,073 2,945 5,843 5,309
MINORITY INTEREST - 5 - 444
------- ------- -------- --------
NET INCOME $ 4,245 $ 4,074 $ 8,070 $ 7,776
======= ======= ======== ========
NET INCOME PER SHARE $.38 $.36 $0.73 $.69
WEIGHTED AVERAGE SHARES 11,161 11,301 11,129 11,328
</TABLE>
See notes to consolidated financial statements.
-3-
<PAGE>
BANCTEC, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
September 24, September 25,
1995 1994
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 8,070 $ 7,776
Adjustments to reconcile net income to cash
flows provided by (used in) operating activities:
Depreciation and amortization 12,590 12,114
Loss due to scrapping of obsolete PP&E 464 2,970
Other non-cash items (142) 114
Increase in accounts receivable (2,644) (5,375)
Increase in inventories (240) (2,192)
Increase in other assets (5,485) (4,210)
Decrease in trade accounts payable (7,726) (224)
Increase (decrease) in deferred revenue 459 (5,434)
Increase in other accrued expenses and liabilities 8,174 458
Minority interest in earnings - (444)
-------- --------
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES 13,520 5,553
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net purchases of property, plant and equipment (12,251) (13,868)
Purchase of businesses, net of cash acquired - (8,993)
-------- --------
CASH FLOWS USED IN INVESTING ACTIVITIES (12,251) (22,861)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of current portion of long-term debt and
capital lease obligations (9,394) (7,661)
Proceeds from long-term borrowings - 10,800
Proceeds from short-term borrowings - 15,000
Payments of short-term borrowings (1,797) (2,000)
Repurchase of common stock - (4,828)
Proceeds from sales and issuances of common stock 609 1,069
-------- --------
CASH FLOWS (USED IN) PROVIDED BY FINANCING
ACTIVITIES (10,582) 12,380
-------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 158 (227)
-------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS (9,155) (5,155)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 11,091 12,644
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,936 $ 7,489
======== ========
SUPPLEMENTAL DISCLOSURE INFORMATION:
Cash paid during the period for:
Interest $ 2,961 $ 2,207
Income taxes 851 4,327
</TABLE>
See notes to consolidated financial statements.
-4-
<PAGE>
BANCTEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Six Months Ended September 24, 1995
(Unaudited)
1. Basis of presentation and other accounting information:
The Company currently uses a 13 week period for quarterly reporting. The
Company's prior fiscal years ended on or about March 31. Fiscal year 1996
second quarter ended on September 24, 1995. Fiscal year 1995 second quarter
and fourth quarter ended on September 25, 1994 and March 26, 1995,
respectively. The Company is in the process of changing to a calendar year
end reporting period effective December 31, 1995.
The consolidated balance sheet at September 24, 1995, and the consolidated
statements of operations and cash flows for the interim periods ending
September 24, 1995 and September 25, 1994, included herein are unaudited;
however, they reflect all adjustments which are, in the opinion of
management, necessary for a fair presentation of the results of operations.
All such adjustments are of a normal recurring nature.
Net income per share is based upon the weighted average number of
outstanding shares during the period. The number of outstanding shares of
common stock has been adjusted to reflect the dilutive effect of all
outstanding stock options.
On October 12, 1995, BancTec, Inc. ("BancTec"), consummated a merger with
Recognition International Inc. ("Recognition"). Although the merger will be
accounted for as a pooling of interests for accounting purposes, the
accompanying unaudited consolidated financial statements do not give
retroactive effect to this transaction. See Note 5 for a description of the
merger and unaudited pro forma combined results of operations.
2. Inventories consisted of the following:
<TABLE>
<CAPTION>
September 24, March 26,
1995 1995
------------- ---------
(In thousands)
<S> <C> <C>
Raw materials $15,225 $19,482
Work-in-progress 9,483 5,387
Finished goods 26,881 26,622
------- -------
$51,589 $51,491
======= =======
</TABLE>
-5-
<PAGE>
BANCTEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
3. Property, plant and equipment consisted of the following:
<TABLE>
<CAPTION>
September 24, March 26,
1995 1995
-------------- ----------
(In thousands)
<S> <C> <C>
Land $ 1,188 $ 1,188
Field support spare parts 60,223 56,146
Machinery and equipment 29,995 28,752
Furniture, fixtures and other 23,107 22,159
Building 8,422 6,080
-------- --------
122,935 114,325
Accumulated depreciation (69,884) (62,971)
-------- --------
$ 53,051 $ 51,354
======== ========
</TABLE>
4. Other accrued expenses and liabilities consisted of the following:
<TABLE>
<CAPTION>
September 24, March 26,
1995 1995
------------- ---------
(In thousands)
<S> <C> <C>
Salaries, wages and other compensation $16,114 $16,281
Accrued taxes, other than income taxes 3,584 3,918
Advances from customers 8,196 5,981
Accrued invoices and costs 5,369 4,723
Acquisition liabilities 2,355 3,509
Other 4,657 7,937
------- -------
$ 40,275 $ 42,349
========= ========
</TABLE>
5. Merger with Recognition International Inc.
On May 19, 1995, the Company entered into an agreement with Recognition
International Inc. to acquire 100% of the outstanding shares of Recognition
in a stock for stock exchange. On October 12, 1995, the shareholders voted
to approve the agreement and Recognition merged with BancTec through a
wholly owned subsidiary. In accordance with the agreement, Recognition
shareholders will receive 0.59 of a share of the Company's common stock for
each Recognition share owned, for a total of approximately 9.1 million
shares.
Recognition designs, markets and provides services for electronic document
processing solutions. Recognition specializes in imaging, document
processing and workflow improvement for large volume, mission-critical
document intensive customers, such as financial and insurance services
companies, utilities and government agencies.
-6-
<PAGE>
BANCTEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
Merger with Recognition International Inc. (cont.)
The merger qualifies as a tax-free pooling of interests, however, the
accompanying unaudited consolidated financial statements do not give retroactive
effect to this transaction as it was not completed until after the end of the
current reporting period. The supplemental unaudited pro forma combined results
of operations are presented below.
Unaudited Pro Forma Combined Results of Operations
The unaudited pro forma combined results of operations are based on the
unaudited consolidated financial statements of BancTec for the three and six
months ended September 24, 1995, three and six months ended September 25, 1994,
and the unaudited consolidated financial statements of Recognition for the three
and six months ended September 30, 1995 and the three and six months ended April
30, 1994. The unaudited pro forma combined results of operations reflect the
effect of the pro forma combining adjustments described below.
The pro forma combined results of operations reflect the issuance of 0.59 of a
share of BancTec common stock for each share of Recognition common stock to
effect the merger. This has been reflected as an adjustment to pro forma
earnings per share. The impact of Recognition's convertible debt is anti-
dilutive and therefore has been excluded from the computation of pro forma
earnings per share.
BancTec expects to incur charges to operations currently estimated at
approximately $75,000,000 in the quarter ended December 31, 1995, to reflect
costs associated with combining the operations of the two companies, including
the closing of duplicate facilities, write-off of inventory related to duplicate
product lines, write-off of goodwill and other intangibles, write-off of other
assets, severance, and transaction fees and costs of the merger.
-7-
<PAGE>
BANCTEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
Merger with Recognition International Inc. (cont.)
<TABLE>
<CAPTION>
UNAUDITED PRO FORMA COMBINED RESULTS OF OPERATIONS
(Dollars in thousands, except per share data)
Three Months Ended Six Months Ended
September 24, September 25, September 24, September 25,
1995 1994 1995 1994
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenue:
BancTec $ 78,505 $ 73,225 $151,657 $142,691
Recognition 56,336 62,577 108,224 112,925
-------- -------- -------- --------
Combined $134,751 $135,802 $259,791 $255,616
-------- -------- -------- --------
Net Income(Loss):
BancTec $ 4,245 $ 4,074 $ 8,070 $ 7,776
Recognition 1,075 (1,391) 1,468 (735)
-------- -------- -------- --------
Combined $ 5,320 $ 2,683 $ 9,538 $ 7,041
-------- -------- -------- --------
Earnings Per Share
BancTec $ 0.38 $ 0.36 $ 0.73 0.69
Recognition 0.07 (0.09) 0.09 (0.05)
Adjustments (1) (0.19) (0.14) (0.35) (0.30)
-------- -------- -------- --------
Combined $ 0.26 $ 0.13 $ 0.47 $ 0.34
-------- -------- -------- --------
</TABLE>
(1) The pro forma adjustment reflects the issuance of 0.59 of a share of
BancTec common stock for each share of Recognition common stock.
-8-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Comparison of Three Months Ended September 24, 1995 and September 25, 1994
- --------------------------------------------------------------------------
Total Revenue of $78.5M increased $5.3M or 7.2% compared to the same period last
year. Revenue from equipment and software increased $1.5M or 3.4% primarily due
to the delivery of image systems to domestic customers, additional community
banking equipment revenues and increased international end-user reader sorters,
offset in part by lower software revenues. Revenue from maintenance and other
services increased by $3.8M or 12.2% due to growth in domestic network services
and international traditional product maintenance.
Consolidated gross profit of $22.1M decreased $1.0M or 4.3% from the same period
last year due to the lower software revenues. Gross profit for equipment and
software decreased $1.6M as a result of significantly lower software revenues in
the international large systems business due to a major image installation last
year not being matched with a similar sale this year and reduced revenues from
community banking software. Gross profit for maintenance and other services
increased by $0.6M due to the additional revenues noted above.
Operating expenses of $13.2M represented a decrease of $1.6M from the prior
year. Product development costs and SG&A both decreased primarily due to reduced
staffing levels as a result of the restructurings that took place during the
second half of fiscal year 1995.
Net Sundry expenses of $0.3M represented an increase of $0.4M over the prior
year's quarter primarily due to current year foreign currency transaction
losses. Foreign currency transaction gains and losses result from the effect of
exchange rate fluctuations on recorded transactions denominated on currencies
other than the functional currency of the entity recording such transactions.
The Company utilizes foreign currency forward exchange agreements, a derivative
financial instrument, in conjunction with foreign currency borrowings, to hedge
only specific material foreign currency receivables and payables for the
expected period until settlement of such amounts. The purpose of this program is
to minimize the effect of foreign currency fluctuations on the reported results
and cash flows of the Company. However, the Company does not attempt to hedge
100% of its foreign currency exposures and as a result, foreign currency gains
and losses will be incurred by the Company. The Company has only limited
involvement with derivative financial instruments and does not currently nor
does management foresee using these in the future for trading purposes.
Net income of $4.2M represented an increase of $0.2M from the prior year.
Earnings per share of $0.38 improved by $0.02 from the prior year.
Comparison of Six Months Ended September 24, 1995 and September 25, 1994
- ------------------------------------------------------------------------
Total Revenue of $151.7M increased $9.0M or 6.3% compared to the same period
last year. Revenue from equipment and software increased $1.7M or 2.1% primarily
due to additional
-9-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS-(Continued)
community banking equipment revenues and increased revenues internationally from
end-user reader sorters, offset in part by lower software revenues. Revenue from
maintenance and other services increased $7.3M or 11.7% primarily due to growth
in domestic network services and international traditional product maintenance.
Consolidated gross profit of $43.2M decreased $0.7M or 1.6% from the same period
last year due to a combination of lower community banking software revenues,
reduced revenues in international software and a decline in equipment and
software margins. Gross profit for equipment and software decreased $2.7M due to
the lower revenues and margins. Gross profit for maintenance and other services
increased $2.0M due to the additional revenues and improved margins in
international traditional product maintenance.
Operating expenses of $26.5M represented a decrease of $3.1M from the prior
year. Product development costs and SG&A both decreased primarily due to reduced
staffing levels as a result of the restructurings that occurred since the second
half of fiscal year 1995.
Interest expense increased $0.4M from the prior year as a result of higher
interest rates.
Net Sundry expenses of $0.1M represent an increase of $0.8M over the prior year
primarily due to foreign currency transaction gains recorded during fiscal 1995
which have not occurred this year.
The provision for income taxes reflected an effective tax rate of 42.0% in
fiscal year 1996. The actual rate for all of fiscal year 1995 was 42.9%.
Net income of $8.1M represented an increase of $0.3M from the prior year.
Earnings per share of $0.73 improved by $0.04 from the prior year.
Liquidity and Capital Resources
Funds to support the Company's operations, including capital expenditures, have
been derived from a combination of funds provided by operations, long and short-
term bank financing and, to a lesser extent, by sales of capital stock under
employee stock options and purchase plans. The Company currently has three
credit facilities in place under a single credit agreement. Under the term loan
facility, the Company borrowed $51,000,000 in fiscal year 1989 to fund the
acquisition of Computer Entry Systems ("CES"), of which $2,252,000 is
outstanding at September 24, 1995. The Company continues to make scheduled
payments on this term loan of $1,821,000 per quarter until maturity in December
1995. Under the acquisition facility, the Company borrowed $55,000,000 to fund
acquisitions, of which $49,442,000 was outstanding as of September 24, 1995.
This balance includes $179,000 in recognized but unrealized losses resulting
from converting certain notes to foreign currencies which is permitted under the
agreement. The amount outstanding is payable in equal
-10-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS-(Continued)
quarterly payments until maturity in December 1999 as required by the agreement.
Refer to Notes D and E in the Company's Annual Report on Form 10-K for the year
ended March 26, 1995 for a further discussion of this agreement. The Company
also has available a $30,000,000 revolving credit facility of which $11,145,000
was outstanding as of September 24, 1995. This balance included $595,000 in
recognized losses resulting from converting certain notes under this facility
into foreign currencies. A majority of these losses are offset by unrealized
gains on intercompany borrowings. The Company believes that it has sufficient
financial resources available to support its anticipated requirements to fund
operations, and is not aware of any trends, demands or commitments which would
have a material impact on the Company's long or short-term liquidity. Cash
requirements for the Recognition merger are expected to be met from available
Recognition cash balances.
The Company's current ratio was 1.3 to 1 as of September 24, 1995. Cash and cash
equivalents decreased by $9.2M from the start of the fiscal year due to payments
of trade accounts payable outstanding at the end of fiscal year 1995 and credit
agreement obligations paid during the current year.
Accounts receivable increased by $2.6M from March due to the growth in revenue.
The increase in Other Current Assets was primarily due to deferred software
costs on customer installations and an increase in prepaid commissions.
Net fixed assets increased $1.7M from March due to an increase in field support
parts and improvements to the new office facility, offset, in part, by normal
depreciation.
Current maturities of long-term debt decreased by $6.5M during the period due to
scheduled quarterly payments on the CES and acquisition facilities, offset in
part by the reclassification of a portion of the acquisition loan liability from
long-term debt.
Trade accounts payable decreased $7.9M due to the timing of trade accounts
payable payments and a $3.4M decrease in the Company's related party payable to
Thomson our joint venture partner.
The increase in the income tax payable primarily resulted from the refund of
domestic tax payments and the accrual of the tax provision for the current year.
Long-term debt was reduced $3.2M during the year due to the reclassification of
a scheduled quarterly payment on the acquisition credit facility to current
maturities.
-11-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS-(Continued)
Subsequent Event
On May 19, 1995, the Company entered into an agreement with Recognition
International Inc. to acquire 100% of the outstanding shares of Recognition in a
stock for stock exchange. On October 12, 1995, the shareholders voted to approve
the agreement and Recognition merged with BancTec through a wholly owned
subsidiary. In accordance with the agreement, Recognition shareholders will
receive 0.59 of a share of the Company's common stock for each Recognition share
owned, for a total of approximately 9.1 million shares. The merger qualifies
as a tax-free pooling of interests, however, the accompanying unaudited
consolidated financial statements do not give retroactive effect to this
transaction as it was not completed until after the end of the current reporting
period. See Note 5 for a description of the merger and supplementary unaudited
pro forma combined results of operations.
BancTec expects to incur charges to operations currently estimated at
approximately $75,000,000 in the quarter ended December 31, 1995, to reflect
costs associated with combining the operations of the two companies, including
the closing of duplicate facilities, write off of inventory related to duplicate
product lines, write off of goodwill and other intangibles, write off of other
assets, severance, and transaction fees and costs of the merger.
-12-
<PAGE>
FORM 10-Q
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
NONE
Item 2. Changes in Securities
---------------------
NONE
Item 3. Defaults Upon Senior Securities
-------------------------------
NONE
Item 4. Submission of Matters to a Vote of Securities Holders
-----------------------------------------------------
The annual meeting of the stockholders of BancTec, Inc. was held on
September 27, 1995. The following items were voted upon:
1. Election of three nominees for directors. The following
individuals were elected director of BancTec, Inc.
Votes For
---------
Rawles Fulgham 8,152,713
Thomas G. Kamp 8,137,418
Norton A. Stuart, Jr. 8,152,350
The following individuals, who were not up for election at this annual
meeting, continue to serve as directors of BancTec, Inc.
Grahame N. Clark, Jr.
Michael E. Faherty
Paul J. Ferri
Michael A. Stone
Merle J. Volding
2. Proposal to increase the number of shares available for issuance
pursuant to the BancTec, Inc. 1990 Employee Stock Purchase Plan by
200,000 shares.
For: 8,209,354
Against: 310,260
Abstain: 55,277
Not Voted: 2,458,550
-13-
<PAGE>
FORM 10-Q
PART II
OTHER INFORMATION-(Continued)
Item 4. Submission of Matters to a Vote of Securities Holders (cont.)
-----------------------------------------------------
The annual meeting was then adjourned and reconvened on October 12,
1995. The following item was voted upon:
1. Issuance of shares of BancTec Common Stock in accordance with the
terms of an Agreement and Plan of Merger dated as of May 19, 1995.
For: 6,304,094
Against: 330,527
Abstain: 23,847
Not Voted: 4,374,973
Item 5. Other Information
-----------------
NONE
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
11.1 Computation of Net Income Per Share
27.0 Financial Data (Electronic Filing Only)
(b) Reports on Form 8-K
Report on Form 8-K was filed October 30, 1995. This document
reported on the acquisition of Recognition International Inc. and
the changing of the BancTec, Inc. fiscal year to January 1 through
December 31.
-14-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BANCTEC, INC.
/s/Raghavan Rajaji
-------------------------------------------------
Raghavan Rajaji
Senior Vice President, Chief Financial
Officer and Treasurer
Dated: November 7, 1995
-15-
<PAGE>
EXHIBIT 11.1
BANCTEC, INC.
COMPUTATION OF NET INCOME PER SHARE
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 24, September 25, September 24, September 25,
1995 1994 1995 1994
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net Income $ 4,245,000 $ 4,074,000 $ 8,070,000 $ 7,776,000
========== ========== ========== ============
Shares:
Weighted average number of
shares outstanding 10,680,043 10,579,689 10,646,320 10,587,983
Shares issuable from assumed
exercise of stock options and
stock purchase plan reduced by
number of shares which could
have been purchased with the
proceeds from exercise of such
options and purchase plan 383,690 595,712 363,756 613,160
---------- ----------- ----------- -----------
Weighted average number
of shares outstanding,
as adjusted 11,063,733 11,175,401 11,010,076 11,201,143
============ ============= ============= =============
Primary net income per common
and common equivalent share $.38 $.36 $.73 $.69
==== ==== ==== ====
Shares assuming full dilution:
Weighted average number of
shares outstanding 10,684,070 10,585,657 10,651,807 10,594,016
Shares issuable from assumed
exercise of stock options and
stock purchase plan reduced by
number of shares which could
have been purchased with the
proceeds from exercise of such
options and purchase plan 477,080 715,127 477,167 733,625
---------- ----------- ----------- -----------
Weighted average number
of shares outstanding,
as adjusted 11,161,150 11,300,784 11,128,974 11,327,641
============ ============= ============= =============
Fully diluted net income per
common and common equivalent
share $.38 $.36 $.73 $.69
==== ==== ==== ====
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET, STATEMENT OF OPERATIONS, AND NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS AND FOOTNOTES.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> MAR-27-1995
<PERIOD-END> SEP-24-1995
<CASH> 1,936
<SECURITIES> 0
<RECEIVABLES> 86,456
<ALLOWANCES> (2,041)
<INVENTORY> 51,589
<CURRENT-ASSETS> 152,835
<PP&E> 122,935
<DEPRECIATION> (69,884)
<TOTAL-ASSETS> 304,178
<CURRENT-LIABILITIES> 115,846
<BONDS> 39,284
<COMMON> 107
0
0
<OTHER-SE> 146,003
<TOTAL-LIABILITY-AND-EQUITY> 304,178
<SALES> 151,657
<TOTAL-REVENUES> 151,657
<CGS> 108,493
<TOTAL-COSTS> 108,493
<OTHER-EXPENSES> 26,454
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,897
<INCOME-PRETAX> 13,913
<INCOME-TAX> 5,843
<INCOME-CONTINUING> 8,070
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,070
<EPS-PRIMARY> 0.73
<EPS-DILUTED> 0.73
</TABLE>
