<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 June 30, 1997
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.)
4851 LBJ FREEWAY, DALLAS, TX 75244
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE, 972/341-4000
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 AUGUST 7, 1997
----- -----------------
Common Stock, $.01 par value 21,441,097
<PAGE>
BANCTEC, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS
JUNE 30, DECEMBER 31,
1997 1996
-------- -----------
(UNAUDITED)
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents including restricted amounts of $723 at
June 30, 1997 and $717 at December 31, 1996 $ 21,714 $ 22,872
Short-term investments including restricted amounts of $4,247 at
June 30, 1997 and $4,203 at December 31, 1996 4,247 4,203
Accounts receivable, less allowance for doubtful accounts of
$8,181 at June 30, 1997 and $9,627 at December 31, 1996 142,735 135,138
Inventories 81,159 83,320
Current deferred tax asset 22,277 22,277
Other current assets 10,509 7,025
-------- --------
TOTAL CURRENT ASSETS 282,641 274,835
PROPERTY, PLANT AND EQUIPMENT - NET 97,979 87,153
EXCESS OF COST OVER NET ASSETS OF ACQUIRED BUSINESSES,
less accumulated amortization of $27,319 at June 30, 1997 and
$24,709 at December 31, 1996 90,936 93,858
OTHER ASSETS 11,978 11,449
-------- --------
$ 483,534 $467,295
========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Revolving credit facilities $ 31,720 $ 30,996
Current maturities of long-term debt 11,296 11,334
Trade accounts payable 18,022 21,303
Other accrued expenses and liabilities 79,335 81,956
Deferred revenue 30,768 38,196
Income taxes payable 11,763 3,247
-------- --------
TOTAL CURRENT LIABILITIES 182,904 187,032
-------- --------
LONG-TERM DEBT, less current maturities 61,175 65,891
-------- --------
OTHER LIABILITIES 9,269 9,652
-------- --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock-authorized, 1,000 shares of $.01 par value:
Series A - no shares issued and outstanding - -
Series B - no shares issued and outstanding - -
Common stock-authorized, 45,000 shares of $.01 par value:
issued 21,282 at June 30, 1997 and
20,797 at December 31, 1996 213 208
Treasury stock (388) (388)
Additional paid-in capital 206,829 201,006
Retained earnings 28,598 7,967
Foreign currency translation adjustments (3,231) (1,612)
Unearned compensation (1,835) (2,461)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 230,186 204,720
-------- --------
$483,534 $467,295
======== ========
</TABLE>
See notes to consolidated financial statements.
-2-
<PAGE>
BANCTEC, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1997 1996 1997 1996
--------- --------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUE:
Equipment and software $ 85,486 $ 74,417 $162,934 $155,021
Maintenance and other services 65,813 59,577 130,718 119,026
-------- -------- -------- --------
151,299 133,994 293,652 274,047
-------- -------- -------- --------
COST OF SALES:
Equipment and software 56,882 49,804 109,145 104,601
Maintenance and other services 49,122 44,121 96,025 89,033
-------- -------- -------- --------
106,004 93,925 205,170 193,634
-------- -------- -------- --------
GROSS PROFIT 45,295 40,069 88,482 80,413
-------- -------- -------- --------
OPERATING EXPENSES:
Product development 5,393 4,094 10,804 8,002
Selling, general & administrative 20,527 18,422 39,193 38,231
Goodwill amortization 1,377 1,409 2,721 2,621
-------- -------- -------- --------
27,297 23,925 52,718 48,854
-------- -------- -------- --------
INCOME FROM OPERATIONS 17,998 16,144 35,764 31,559
-------- -------- -------- --------
OTHER INCOME (EXPENSE):
Interest income 211 300 386 574
Interest expense (1,883) (1,829) (3,636) (4,073)
Sundry-net 242 (140) (279) (19)
-------- -------- -------- --------
(1,430) (1,669) (3,529) (3,518)
-------- -------- -------- --------
INCOME BEFORE INCOME
TAXES 16,568 14,475 32,235 28,041
INCOME TAX PROVISION 5,965 5,209 11,605 10,093
-------- -------- -------- --------
NET INCOME $ 10,603 $ 9,266 $ 20,630 $ 17,948
======== ======== ======== ========
NET INCOME PER SHARE:
Primary $0.49 $0.45 $0.96 $0.87
Fully diluted $0.48 $0.44 $0.94 $0.85
COMMON SHARES AND COMMON
SHARE EQUIVALENTS USED IN
COMPUTING PER SHARE AMOUNTS:
Primary 21,566 20,658 21,391 20,591
Fully diluted 23,188 22,213 23,083 22,298
</TABLE>
See notes to consolidated financial statements.
-3-
<PAGE>
BANCTEC, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, JUNE 30,
1997 1996
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 20,630 $ 17,948
Adjustments to reconcile net income to cash flows
provided by (used in) operating activities
Depreciation and amortization 20,109 16,810
Disposition of property, plant and equipment 699 -
Other non-cash items 906 17
Increase in accounts receivable (7,597) (28,400)
(Increase) decrease in inventories 2,709 (13,729)
Increase in other assets (4,013) (966)
Increase (decrease) in trade accounts payable (3,281) 4,522
Increase (decrease) in deferred revenue (7,428) 638
Increase in other accrued expenses
and liabilities 5,982 12,833
-------- --------
CASH FLOWS PROVIDED BY OPERATING
ACTIVITIES 28,716 9,673
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (30,432) (18,368)
Purchase of businesses, net of cash acquired - (7,136)
Proceeds from sale of property, plant and equipment 53 -
Other - 34
-------- --------
CASH FLOWS USED IN INVESTING ACTIVITIES (30,379) (25,470)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of current portion of long-term debt and
capital lease obligations (5,692) (8,311)
Proceeds from (payments of) long-term borrowings 1,080 (5,350)
Net proceeds from short-term borrowings 591 21,500
Proceeds from sales and issuances of common stock 5,828 5,578
-------- --------
CASH FLOWS PROVIDED BY FINANCING
ACTIVITIES 1,807 13,417
-------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (1,302) 415
-------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS (1,158) (1,965)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 22,872 22,010
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 21,714 $ 20,045
======== ========
SUPPLEMENTAL DISCLOSURE INFORMATION:
Cash paid during the period for:
Interest $ 2,023 $ 2,483
Income taxes 3,614 1,118
</TABLE>
See notes to consolidated financial statements.
-4-
<PAGE>
BANCTEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(UNAUDITED)
1. BASIS OF PRESENTATION AND OTHER ACCOUNTING INFORMATION
The accompanying unaudited balance sheet at June 30, 1997, and the
consolidated statements of operations and cash flows for the interim
periods ending June 30, 1997 and June 30, 1996 should be read in
conjunction with the consolidated financial statements and notes set forth
in the most recent Annual Report on Form 10-K filed with the Securities and
Exchange Commission. In the opinion of management, the accompanying
consolidated financial statements contain all material adjustments,
consisting principally of normal recurring adjustments, necessary for a
fair presentation of the results of operations.
Net income per common 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 and convertible subordinated debentures, where
applicable.
2. INVENTORIES CONSISTED OF THE FOLLOWING:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
------- -------
(IN THOUSANDS)
<S> <C> <C>
Raw materials $29,138 $29,246
Work-in-progress 22,366 20,466
Finished goods 29,655 33,608
------- -------
$81,159 $83,320
======= =======
</TABLE>
-5-
<PAGE>
BANCTEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED)
(UNAUDITED)
3. PROPERTY, PLANT AND EQUIPMENT CONSISTED OF THE FOLLOWING:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
-------- ------------
(IN THOUSANDS)
<S> <C> <C>
Land $ 3,030 $ 3,030
Field support spare parts 105,810 97,350
Machinery and equipment 63,938 62,415
Furniture, fixtures and other 41,085 31,217
Building 25,416 24,720
--------- ---------
239,279 218,732
Accumulated depreciation (141,300) (131,579)
--------- ---------
$ 97,979 $ 87,153
========= =========
</TABLE>
4. OTHER ACCRUED EXPENSES AND LIABILITIES CONSISTED OF THE FOLLOWING:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
-------- ------------
(IN THOUSANDS)
<S> <C> <C>
Salaries, wages and other compensation $ 13,035 $ 17,834
Accrued taxes, other than income taxes 6,248 5,961
Advances from customers 23,393 21,353
Accrued invoices and costs 9,708 5,252
Accrued merger charges and other costs 3,868 6,431
Other 23,083 25,125
-------- ---------
$ 79,335 $ 81,956
======== =========
</TABLE>
5. CHARGES
During the nine months ended December 31, 1995, the Company incurred pretax
charges of $85.2 million for the integration of the Company and Recognition
International, Inc. ("Recognition"). At December 31, 1996, the Company had
accruals of approximately $5.6 million recorded in other accrued expenses and
liabilities for remaining obligations related to these charges.
At June 30, 1997, the Company's remaining accruals relating to these charges
were approximately $3.0 million. The net decrease from December 31, 1996
primarily resulted from the payment of termination benefits, warranties and
loss contracts during the six months ended June 30, 1997.
-6-
<PAGE>
BANCTEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED)
(UNAUDITED)
6. EARNINGS PER SHARE
The Company will adopt the provisions of SFAS No. 128, "Earnings Per Share," in
the fourth quarter of fiscal 1997. SFAS No. 128, issued in February 1997,
replaces the primary earnings per share calculation with a basic earnings per
share calculation and modifies the calculation of diluted earnings per share.
The impact of the adoption on the calculation of net income per share would have
been to increase fully diluted earnings per share of $0.85 to diluted earnings
per share of $0.86 for the six month period ended June 30, 1996. There would
have been no effect on primary or fully diluted earnings per share for the three
month and six month periods ended June 30, 1997 or for primary and fully diluted
earnings per share for the three month ended June 30, 1996 or for primary
earnings per share for the six month period ended June 30, 1996.
-7-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
COMPARISON OF THREE MONTHS ENDED JUNE 30, 1997 AND
- --------------------------------------------------
THREE MONTHS ENDED JUNE 30, 1996
- --------------------------------
Total revenue of $151.3 million for the 1997 second quarter increased $17.3
million or 12.9% compared to the second quarter of 1996. Revenue from sales of
equipment and software increased $11.1 million primarily due to large systems
integration projects for international customers. Revenue from maintenance and
other services increased $6.2 million due to continued strong growth in network
maintenance services in the U.S., partially offset by the expiration of some
maintenance contracts on older document processing systems.
Total gross profit of $45.3 million for the second quarter of 1997 rose $5.2
million, 13.0% higher than the second quarter of 1996. Gross profit for
equipment and software of $28.6 million was $4.0 million higher than for the
second quarter of 1996. This increase was driven by higher systems
installations, partially offset by lower profits from community banking
operations. Gross profit for maintenance and other services of $16.7 million was
$1.2 million higher due to the increase in network services revenue.
Operating expenses in the second quarter of 1997 totaled $27.3 million, an
increase of $3.4 million or 14.1% from last year's second quarter. Product
development expenses of $5.4 million increased $1.3 million due to higher
spending for software development and a new series of reader/sorters and scanner
products. Sales and marketing expenses of $13.2 million increased by $1.3
million due to the higher level of revenues and operating activities. General
and administrative expenses of $7.3 million increased $0.8 million due in part
to costs associated with the implementation of a new enterprise-wide business
management system. Goodwill amortization of $1.4 million was the same as for the
second quarter of last year.
Net sundry income of $0.2 million increased by $0.4 million due primarily to
foreign currency gains during the second quarter of 1997 with no comparable
gains in the second quarter of 1996.
The income tax provision of $6.0 million increased $0.8 million due to an
increase in taxable income. The effective income tax rate was 36% for both
periods.
Net income of $10.6 million in the 1997 second quarter increased $1.3 million
compared to the last year's second quarter. Fully diluted earnings per share
rose to $0.48 from $0.44 per share in the prior year.
-8-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS-(CONTINUED)
COMPARISON OF SIX MONTHS ENDED JUNE 30, 1997 AND SIX MONTHS ENDED JUNE 30, 1996
- -------------------------------------------------------------------------------
Total revenue of $293.7 million for the first half of 1997 increased $19.6
million or 7.2% compared to first half of 1996. Revenue from sales of equipment
and software increased $7.9 million primarily due to higher systems integration
project revenues and Plexus software products, partially offset by lower
workstation sales. Revenue from maintenance and other services increased $11.7
million due to strong growth in network maintenance operations, partially offset
by the expiration of some maintenance contracts on older document processing
systems.
Total gross profit of $88.5 million for the first half of 1997 rose $8.1
million, 10.0% higher than for the first half of 1996. Gross profit for
equipment and software of $53.8 million was $3.4 million higher than for the
second quarter of 1996. This increase was driven by higher systems installations
and improved manufacturing performance, partially offset by lower profits from
community banking operations. Gross profit for maintenance and other services of
$34.7 million was $4.7 million higher due to the increase in network services
revenue.
Operating expenses in the first half of 1997 totaled $52.7 million, an increase
of $3.9 million or 7.9% from last year's first half. Product development
expenses of $10.8 million increased $2.8 million due to higher spending for
software development and a new series of reader/sorters and scanner products.
Sales and marketing expenses of $25.4 million increased by $1.3 million due to
the higher level of revenues and operating activities. General and
administrative expenses of $13.8 million decreased $0.3 million due to the
timing of some expenses. Goodwill amortization of $2.7 million increased $0.1
million from the first half of last year.
Interest expense of $3.6 million decreased $0.4 million due to a lower overall
average balance of outstanding debt resulting from scheduled term loan payments
and the repurchase of $8.0 million of convertible debentures in March 1996.
Net sundry expense of $0.3 million increased $0.3 million primarily due to
foreign currency transaction losses in the first six months of 1997.
The income tax provision of $11.6 million increased $1.5 million due to an
increase in taxable income. The effective income tax rate was 36% for the both
periods.
Net income of $20.6 million for the first half of 1997 increased by $2.7 million
compared to last year's first half. Fully diluted earnings per share rose to
$0.94 from $0.85 a share in the prior year.
-9-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS-(CONTINUED)
(UNAUDITED)
SUPPLEMENTAL REVENUE BREAKDOWN
The following disclosure on revenues has been provided as additional information
on the breakdown of revenues for the three and six months ended June 30, 1997
and 1996.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
(In thousands)
Financial transaction processing systems $ 64,526 $ 54,623 $121,814 115,022
OEM and support products 13,960 13,237 26,621 28,627
Plexus 7,000 6,557 14,499 11,372
-------- -------- -------- --------
Total equipment and software $ 85,486 $ 74,417 $162,934 $155,021
-------- -------- -------- --------
Equipment maintenance 40,458 43,215 81,871 86,750
Network services 25,355 16,362 48,847 32,276
-------- -------- -------- --------
Total maintenance and other services $ 65,813 $ 59,577 $130,718 $119,026
-------- -------- -------- --------
Total Revenue $151,299 $133,994 $293,652 $274,047
======== ======== ======== ========
</TABLE>
-10-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS-(CONTINUED)
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, short-term bank
financing and, to a lesser extent, by sales of capital stock under employee
stock option and purchase plans.
At June 30, 1997, the Company had the following debt instruments in place: 1)
Term loan, 2) Revolving Credit Facility, 3) 7-1/4% Convertible Subordinated
Debentures, 4) Foreign Credit Agreement and 5) Uncommitted Lines of Credit. The
outstanding balance on the Term Loan at June 30, 1997 was $27.0 million which is
payable in equal quarterly installments due through its maturity in December 31,
1999. The Company has available a revolving credit facility of $50.0 million
with an outstanding balance of $26.7 million as of June 30, 1997. The Company
also has outstanding $43.7 million of 7-1/4% Convertible Subordinated Debentures
as of June 30, 1997. Annual sinking fund requirements of $2.3 million commenced
on April 15, 1996. In March 1996, the Company purchased $8.0 million of the
convertible debentures in the open market thereby fulfilling its sinking fund
obligations for the next three years. A foreign credit agreement of $5.0
million which is secured by cash, cash equivalents and short-term investments
was also outstanding as of June 30, 1997. The Company also has available
uncommitted lines of credit with a group of banks totaling $40.0 million. These
lines have a maximum term of 30 days. Under these uncommitted lines, the
Company had no outstanding obligations as of June 30, 1997.
Cash, cash equivalents and short-term investments were $26.0 million at June 30,
1997, with approximately $5.0 million committed as collateral and compensating
balances.
Net accounts receivable increased by $7.6 million during the first six months of
1997. The growth is primarily attributed to increased revenues and to the timing
of payments received from customers.
Net inventory decreased by $2.2 million during the first six months of 1997
primarily due to shipment of several large systems in the U.S. and Europe.
Net fixed assets increased during the first six months of 1997 primarily as the
result of purchases for field support spare parts, computer equipment for the
Company's new information system, and facility improvements.
The excess of cost over net assets of acquired businesses during the first six
months of 1997 decreased by $2.9 million reflecting the scheduled amortization
of costs and foreign currency translation adjustments.
-11-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS-(CONTINUED)
The balance in long-term debt decreased by $4.7 million since December 31, 1996
as a result of the normal scheduled quarterly debt payments.
Additional paid-in capital increased by $5.8 million since December 31, 1996
primarily due to stock options exercised in large part by former employees of
the Company.
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 adverse impact on the
Company's long or short-term liquidity.
Inflation has not had a material effect on the operating results of the Company.
-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 May 22,
1997. The following items were voted upon:
1. Election of two nominees for directors. The following individuals
were elected directors of BancTec, Inc.
Votes For
----------
Michael E. Faherty 18,691,340
Paul J. Ferri 18,711,190
The following individuals, who were not up for election, continue
to serve as directors of BancTec, Inc.
Grahame N. Clark, Jr.
Rawles Fulgham
Thomas G. Kamp
A. A. Meitz
Michael A. Stone
Norton A. Stuart, Jr.
2. Proposal to approve an amendment to the BancTec, Inc. 1989 Stock
Plan to increase the number of shares available by 1,000,000
shares.
For: 16,220,649
Against: 2,725,298
Abstain: 105,673
ITEM 5. OTHER INFORMATION
-----------------
a) Certain Considerations
. From time to time, information provided by the Company or
statements made by its employees may contain "forward-looking"
information, as that term is defined in the Private Securities
Litigation Reform Act of 1995 (the "Act"). The Company cautions
investors that there can be no assurances that actual results or
business conditions will not differ materially from those
projected or suggested in such forward-looking statements as a
result of various factors, including but not limited to the
following:
. The Company offers its products and services directly and
through indirect distribution channels to customers around
the world. Global, as well as regional, economic factors,
changes in laws and regulations, currency fluctuations,
changes in monetary policy or tariffs, and competition could
impact the Company's financial condition or future results
of operations. In addition, changes in the mix of products
and services purchased and timely acceptance of these
products and services by customers in these global markets
could cause actual operating results to vary from those
expected.
-13-
<PAGE>
FORM 10-Q
PART II
OTHER INFORMATION - (CONTINUED)
ITEM 5. OTHER INFORMATION (Continued)
-----------------
. The Company's future operating results are dependent on its
ability to develop, produce, and market new innovative
products and services. There are numerous risks inherent in
this complex process, including rapid technological change
and the requirement that the Company bring to market in a
timely fashion new products and services which meet the
customer's changing needs.
. The market price of the Company's securities could be
subject to fluctuations in response to quarter to quarter
variations in operating results, changes in analysts'
earnings estimates, market conditions in the technology
industry, as well as general economic conditions and other
factors external to the Company.
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
NONE
-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/ Michael D. Kubic
-------------------------------------------------
Michael D. Kubic
Vice President, Controller and
Assistant Treasurer
Dated: August 14, 1997
-15-
<PAGE>
EXHIBIT 11.1
BANCTEC, INC.
COMPUTATION OF NET INCOME PER SHARE
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1997 1996 1997 1996
------------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
PRIMARY:
- --------
Net Income $10,603,000 $ 9,266,000 $20,630,000 $17,948,000
=========== =========== =========== ===========
Shares issued at beginning of period 21,220,026 20,254,087 20,796,935 19,918,735
Treasury stock held during the year (29,936) (29,936) (29,936) (29,936)
Shares issued during the period and shares issued
from assumed exercise of stock options reduced
by number of shares which could have been
purchased with proceeds from exercise of such
options and unearned compensation on restricted
stock awards 375,568 433,621 624,407 701,707
----------- ----------- ----------- -----------
Weighted average number of shares outstanding,
as adjusted 21,565,658 20,657,772 21,391,406 20,590,506
=========== =========== =========== ===========
Primary net income per common and common
equivalent share $ 0.49 $ 0.45 $ 0.96 $ 0.87
=========== =========== =========== ===========
FULLY DILUTED:
- --------------
Net Income $10,603,000 $ 9,266,000 $20,630,000 $17,948,000
Add after tax interest expense applicable to
7 1/4% convertible subordinated debentures 507,000 507,000 1,014,000 1,086,000
----------- ----------- ----------- -----------
Net Income as adjusted $11,110,000 $ 9,773,000 $21,644,000 $19,034,000
=========== =========== =========== ===========
Shares issued at beginning of period 21,220,026 20,254,087 20,796,935 19,918,735
Treasury stock held during the year (29,936) (29,936) (29,936) (29,936)
Shares issued during the period and shares issued
from assumed exercise of stock options reduced
by number of shares which could have been
purchased with the proceeds from exercise of
such options and unearned compensation on
restricted stock awards 459,288 450,438 777,687 770,798
----------- ----------- ----------- -----------
Weighted average number of shares
outstanding, as adjusted excluding 7 1/4%
convertible subordinated debentures 21,649,378 20,674,589 21,544,686 20,659,597
=========== =========== =========== ===========
Fully diluted income per common and common
equivalent share excluding 7 1/4% convertible
subordinated debentures $ 0.49 $ 0.45 $ 0.96 $ 0.87
=========== =========== =========== ===========
Weighted average shares issuable assuming conversion
of 7 1/4% convertible subordinated debentures 1,538,720 1,538,720 1,538,720 1,638,307
Weighted average number of shares outstanding as
adjusted 23,188,098 22,213,309 23,083,406 22,297,904
----------- ----------- ----------- -----------
Fully diluted net income per common and common
equivalent share $ 0.48 $ 0.44 $ 0.94 $ 0.85
=========== =========== =========== ===========
</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 THE
CONSOLIDATED FINANCIAL STATEMENT AND IS QUALIFIED IN ITS ENTIRTY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS AND FOOTNOTES.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1996
<PERIOD-START> JAN-01-1997 JAN-01-1996
<PERIOD-END> JUN-30-1997 JUN-30-1996
<CASH> 21,714 0
<SECURITIES> 4,247 0
<RECEIVABLES> 150,916 0
<ALLOWANCES> (8,181) 0
<INVENTORY> 81,159 0
<CURRENT-ASSETS> 282,641 0
<PP&E> 239,279 0
<DEPRECIATION> (141,300) 0
<TOTAL-ASSETS> 483,534 0
<CURRENT-LIABILITIES> 182,904 0
<BONDS> 61,175 0
0 0
0 0
<COMMON> 213 0
<OTHER-SE> 229,973 0
<TOTAL-LIABILITY-AND-EQUITY> 483,534 0
<SALES> 162,934 155,021
<TOTAL-REVENUES> 293,652 274,047
<CGS> 109,145 104,601
<TOTAL-COSTS> 205,170 193,634
<OTHER-EXPENSES> 52,718 48,854
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 3,636 4,073
<INCOME-PRETAX> 32,235 28,041
<INCOME-TAX> 11,605 10,093
<INCOME-CONTINUING> 20,630 17,948
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 20,630 17,948
<EPS-PRIMARY> 0.96 0.87
<EPS-DILUTED> 0.94 0.85
</TABLE>
