<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 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 November 7, 1997
----- ----------------
Common Stock, $.01 par value 21,731,984
<PAGE>
BANCTEC, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS
SEPTEMBER 30, DECEMBER 31,
1997 1996
--------- ---------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents including restricted
amounts of $685 at September 30, 1997 and $717
at December 31, 1996 $ 18,068 $ 22,872
Short-term investments including restricted
amounts of $4,018 at September 30, 1997 and
$4,203 at December 31, 1996 4,018 4,203
Accounts receivable, less allowance for doubtful
accounts of $7,013 at September 30, 1997 and
$9,627 at December 31, 1996 150,269 135,138
Inventories 89,839 83,320
Current deferred tax asset 22,277 22,277
Other current assets 9,802 7,025
--------- ---------
TOTAL CURRENT ASSETS 294,273 274,835
PROPERTY, PLANT AND EQUIPMENT - NET 102,787 87,153
EXCESS OF COST OVER NET ASSETS OF ACQUIRED BUSINESSES,
less accumulated amortization of $28,592 at
September 30, 1997 and $24,709 at December 31, 1996 90,251 93,858
OTHER ASSETS 13,771 11,449
--------- ---------
$ 501,082 $ 467,295
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Revolving credit facilities $ 35,453 $ 30,996
Current maturities of long-term debt 11,890 11,334
Trade accounts payable 23,412 21,303
Other accrued expenses and liabilities 77,156 81,956
Deferred revenue 26,741 38,196
Income taxes payable 12,550 3,247
--------- ---------
TOTAL CURRENT LIABILITIES 187,202 187,032
--------- ---------
LONG-TERM DEBT, less current maturities 58,556 65,891
--------- ---------
OTHER LIABILITIES 8,588 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 21,589 at September 30, 1997 and
20,797 at December 31, 1996 216 208
Treasury stock - (388)
Additional paid-in capital 213,123 201,006
Retained earnings 39,384 7,967
Foreign currency translation adjustments (4,501) (1,612)
Unearned compensation (1,486) (2,461)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 246,736 204,720
--------- ---------
$ 501,082 $ 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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
REVENUE:
Equipment and software $ 82,178 $ 76,935 $ 245,112 $ 231,956
Maintenance and other services 68,352 59,487 199,070 178,513
--------- --------- --------- ---------
150,530 136,422 444,182 410,469
--------- --------- --------- ---------
COST OF SALES:
Equipment and software 55,154 52,476 165,143 157,077
Maintenance and other services 49,062 43,521 145,087 132,554
--------- --------- --------- ---------
104,216 95,997 310,230 289,631
--------- --------- --------- ---------
GROSS PROFIT 46,314 40,425 133,952 120,838
--------- --------- --------- ---------
OPERATING EXPENSES:
Product development 4,902 4,539 14,862 12,541
Selling, general & administrative 20,979 18,136 60,172 56,367
Goodwill amortization 1,328 1,502 4,049 4,123
--------- --------- --------- ---------
27,209 24,177 79,083 73,031
--------- --------- --------- ---------
INCOME FROM OPERATIONS 19,105 16,248 54,869 47,807
--------- --------- --------- ---------
OTHER INCOME (EXPENSE):
Interest income 172 276 558 850
Interest expense (2,021) (1,913) (5,657) (5,986)
Sundry-net (402) (82) (681) (101)
--------- --------- --------- ---------
(2,251) (1,719) (5,780) (5,237)
--------- --------- --------- ---------
INCOME BEFORE INCOME TAXES 16,854 14,529 49,089 42,570
INCOME TAX PROVISION 6,067 5,233 17,672 15,326
--------- --------- --------- ---------
NET INCOME $ 10,787 $ 9,296 $ 31,417 $ 27,244
========= ========= ========= =========
NET INCOME PER SHARE:
Primary $ 0.49 $ 0.45 $ 1.45 $ 1.32
Fully diluted $ 0.48 $ 0.44 $ 1.41 $ 1.29
COMMON SHARES AND COMMON
SHARE EQUIVALENTS USED
IN COMPUTING PER SHARE
AMOUNTS:
Primary 21,933 20,568 21,638 20,581
Fully diluted 23,532 22,306 23,315 22,365
</TABLE>
See notes to consolidated financial statements.
-3-
<PAGE>
BANCTEC, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1997 1996
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 31,417 $ 27,244
Adjustments to reconcile net income to cash flows
provided by (used in) operating activities
Depreciation and amortization 29,192 26,195
Disposition of property, plant and equipment 1,205 -
Other non-cash items 1,053 215
Increase in accounts receivable (15,131) (28,486)
Increase in inventories (5,240) (17,063)
Increase in other assets (5,099) (1,247)
Increase (decrease) in trade accounts payable 2,109 (4,567)
Decrease in deferred revenue (11,455) (1,142)
Increase in other accrued expenses
and liabilities 3,908 24,120
-------- --------
CASH FLOWS PROVIDED BY OPERATING
ACTIVITIES 31,959 25,269
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment (44,642) (29,379)
Purchase of businesses, net of cash acquired (724) (7,136)
Proceeds from sale of property, plant and equipment 53 -
Other - 34
-------- --------
CASH FLOWS USED IN INVESTING ACTIVITIES (45,313) (36,481)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of current portion of long-term
debt and capital lease obligations (8,929) (11,089)
Proceeds from (payments of) long-term borrowings 2,294 (5,350)
Net proceeds from short-term borrowings 4,591 21,790
Proceeds from sales and issuances of common stock 12,513 8,182
-------- --------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 10,469 13,533
-------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (1,919) 976
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (4,804) 3,297
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 22,872 22,010
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 18,068 $ 25,307
======== ========
SUPPLEMENTAL DISCLOSURE INFORMATION:
Cash paid during the period for:
Interest $ 3,107 $ 3,471
Income taxes 8,865 1,408
</TABLE>
See notes to consolidated financial statements
-4-
<PAGE>
BANCTEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Nine Months Ended September 30, 1997 and 1996
(Unaudited)
1. Basis of presentation and other accounting information
The accompanying unaudited balance sheet at September 30, 1997, and the
consolidated statements of operations and cash flows for the interim periods
ending September 30, 1997 and September 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.
Certain amounts have been reclassified to conform with the current quarter
presentation.
2. Inventories consisted of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
---- ----
(IN THOUSANDS)
<S> <C> <C>
Raw materials $ 31,525 $ 29,246
Work-in-progress 23,527 20,466
Finished goods 34,787 33,608
-------- --------
$ 89,839 $ 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>
SEPTEMBER 30, DECEMBER 31,
1997 1996
---- ----
(IN THOUSANDS)
<S> <C> <C>
Land $ 3,030 $ 3,030
Field support spare parts 109,306 97,350
Machinery and equipment 60,843 62,415
Furniture, fixtures and other 43,047 31,217
Building 26,600 24,720
-------- --------
242,826 218,732
Accumulated depreciation (140,039) (131,579)
-------- --------
$102,787 $ 87,153
======== ========
</TABLE>
4. Other accrued expenses and liabilities consisted of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
---- ----
(IN THOUSANDS)
<S> <C> <C>
Salaries, wages and other
compensation $ 23,532 $ 17,834
Advances from customers 23,661 21,353
Accrued taxes, other than
income taxes 6,613 5,961
Accrued invoices and costs 7,426 5,252
Accrued merger charges and
other costs 3,349 6,431
Other 12,575 25,125
-------- --------
$ 77,156 $ 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 September 30, 1997, the Company's remaining accruals relating to these
charges were approximately $2.7 million. The net decrease from December 31,
1996 primarily resulted from the payment of termination benefits, warranties and
loss contracts during the nine months ended September 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 primary earnings per share of $1.45 to basic earnings per share
of $1.48 and to increase fully diluted earnings per share of $1.41 to diluted
earnings per share of $1.42 for the nine months ended September 30, 1997. The
impact for the three months ended September 30, 1997 would have been to increase
primary earnings per share of $0.49 to basic earnings per share of $0.50. The
impact of the adoption would have been to increase primary earnings per share of
$1.32 to basic earnings per share of $1.34 for the nine month period ended
September 30, 1996. For the three month period ended September 30, 1996, the
impact would have been to increase primary earnings per share of $0.45 to basic
earnings per share of $0.46. The impact on fully diluted earnings per share for
the three month periods ended September 30, 1997 and 1996 and the nine months
ended September 30, 1996 would have had no effect.
-7-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Comparison of Three Months Ended September 30, 1997 and Three Months Ended
- --------------------------------------------------------------------------
September 30, 1996
- ------------------
Total revenue of $150.5 million for the 1997 third quarter increased $14.1
million or 10.3% compared to the third quarter of 1996. Revenue from sales of
equipment and software increased $5.2 million primarily due to large systems
integration projects for international customers. Revenue from maintenance and
other services increased $8.9 million due to continued strong growth in network
maintenance services in the U.S.
Total gross profit of $46.3 million for the third quarter of 1997 rose $5.9
million, 14.6% higher than the third quarter of 1996. Gross profit for equipment
and software of $27.0 million was $2.6 million higher than for the third quarter
of 1996. This increase was driven by higher systems revenue, partially offset
by higher labor costs in software products. Gross profit for maintenance and
other services of $19.3 million was $3.3 million higher due to the increase in
network and desktop support services revenue and lower operating costs in the
third quarter of 1997.
Operating expenses in the third quarter of 1997 totaled $27.2 million, an
increase of $3.0 million or 12.5% from last year's third quarter. Product
development expenses of $4.9 million increased $0.4 million due to higher
spending for a new series of reader/sorters and scanner products. Sales and
marketing expenses of $13.7 million increased by $2.0 million due to the higher
level of revenues and operating activities. General and administrative expenses
of $7.2 million increased $0.8 million due to the higher level of operating
activities. Goodwill amortization of $1.3 million was comparable to the third
quarter of last year.
The income tax provision of $6.1 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 $10.8 million in the 1997 third quarter increased $1.5 million
compared to last year's third 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 Nine Months Ended September 30, 1997 and Nine Months Ended
- ------------------------------------------------------------------------
September 30, 1996
- ------------------
Total revenue of $444.2 million for the first nine months of 1997 increased
$33.7 million or 8.2% compared to first nine months of 1996. Revenue from sales
of equipment and software increased $13.2 million primarily due to higher
systems integration project revenues and Plexus software products. Revenue from
maintenance and other services increased $20.6 million due to strong growth in
network maintenance operations, partially offset by the expiration of some older
document processing maintenance contracts.
Total gross profit of $134.0 million for the first nine months of 1997 rose
$13.1 million, 10.9% higher than for the first nine months of 1996. Gross profit
for equipment and software of $80.0 million was $5.1 million higher than for the
first nine months of 1996. This increase was driven by higher systems
installations and improved manufacturing performance, partially offset by higher
costs in software products. Gross profit for maintenance and other services of
$54.0 million was $8.0 million higher due to the increase in network and desktop
support services revenue.
Operating expenses in the first nine months of 1997 totaled $79.1 million, an
increase of $6.1 million or 8.3% from last year's first nine months. Product
development expenses of $14.9 million increased $2.3 million due to higher
spending for a new series of reader/sorters and scanner products. Sales and
marketing expenses of $39.1 million increased by $3.3 million due to the higher
level of revenues and operating activities. General and administrative expenses
of $21.0 million increased $0.5 million due to the higher level of operating
activities. Goodwill amortization of $4.0 million was comparable to that of the
prior year.
Interest expense of $5.7 million decreased $0.3 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 $0.7 million increased $0.6 million primarily due to
foreign currency transaction losses in the first nine months of 1997.
The income tax provision of $17.7 million increased $2.3 million due to the
increase in taxable income. The effective income tax rate was 36% for both
periods.
Net income of $31.4 million for the first nine months of 1997 increased by $4.2
million compared to last year's first nine months. Fully diluted earnings per
share rose to $1.41 from $1.29 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 breakdown on revenues has been provided as additional information
for the three and nine months ended September 30, 1997 and 1996.
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1997 1996 1997 1996
---- ---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Financial transaction processing eqipment $ 60,694 $ 58,441 $182,508 $173,463
OEM and support products 16,113 11,674 42,734 40,301
Plexus 5,371 6,820 19,870 18,192
-------- -------- -------- --------
Total equipment and softwarre $ 82,178 $ 76,935 $245,112 $231,956
-------- -------- -------- --------
Equipment maintenance 41,008 41,350 122,879 $128,100
Network services 27,344 18,137 76,191 50,413
-------- -------- -------- --------
Total maintenance and other services $ 68,352 $ 59,487 $199,070 $178,513
-------- -------- -------- --------
Total Revenue $150,530 $136,422 $444,182 $410,469
======== ======== ======== ========
</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 September 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 September 30, 1997 was $24.2 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 $30.7 million as of September 30,
1997. The Company also has outstanding $43.7 million of 7-1/4% Convertible
Subordinated Debentures as of September 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 $4.7 million which is secured by cash, cash
equivalents and short-term investments was also outstanding as of September 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
September 30, 1997.
On October 22, 1997, the Company announced that its Board of Directors has
authorized a number of actions to be initiated over the next twelve months to
optimize the Company's capital structure. These actions include:
. Repurchase of up to 2.0 million common shares in open market
transactions.
. Redemption of all of the Company's outstanding 7- 1/4% Convertible
Subordinated Debentures due 2011. The proposed redemption will allow
the Company to avoid potential dilution of 1.5 million shares.
. Issuance of debt securities of up to $150 million in public or private
securities markets. The offering is intended to replace the Company's
existing line of credit with long-term debt at present favorable
interest rates.
Cash, cash equivalents and short-term investments were $22.1 million at
September 30, 1997, with approximately $4.7 million committed as collateral and
compensating balances.
Net accounts receivable increased by $15.1 million during the first nine months
of 1997 primarily due to the sales of several large international systems
projects and growth in the network services business.
Net inventory increased by $6.5 million during the first nine months of 1997
primarily due to increased inventory in the manufacturing area associated with
new products and an increase in expendable inventory used in support of
maintenance customers.
-11-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS-(Continued)
Net fixed assets increased during the first nine months of 1997 primarily as the
result of purchases for field support spare parts, for the Company's new
information system, and facility improvements, offset in part by recurring
depreciation.
The excess of cost over net assets of acquired businesses during the first nine
months of 1997 decreased by $3.6 million reflecting the scheduled amortization
of costs of $4.1 million and an acquisition of a business in the third quarter
of 1997 resulting in additional excess of cost over net assets of $0.7 million.
The balance in long-term debt decreased by $7.3 million since December 31, 1996
as a result of the scheduled quarterly debt payments.
Additional paid-in capital increased by $12.1 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
-----------------------------------------------------
NONE
-13-
<PAGE>
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.
. 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: November 12, 1997
-15-
<PAGE>
EXHIBIT 11.1
BANCTEC, INC.
COMPUTATION OF NET INCOME PER SHARE
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
PRIMARY:
- -------
Net Income $10,787,000 $ 9,296,000 $31,417,000 $27,244,000
=========== =========== =========== ===========
Shares issued at beginning of period 2l,282,169 20,397,882 20,796,935 19,918,735
Treasury stock held during the year (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 650,513 199,779 870,675 692,477
----------- ----------- ------------ -----------
Weighted average number of shares outstanding,
as adjusted 21,932,682 20,567,725 21,637,674 20,581,276
=========== =========== ============ ===========
Primary net income per common and common
equivalent share $ 0.49 $ 0.45 $ 1.45 $ 1.32
=========== =========== ============ ===========
FULLY DILUTED:
- -------------
Net Income $10,787,000 $ 9,296,000 $ 31,417,000 $27,244,000
Add after tax interest expense applicable to
7 1/4% convertible subordinated debentures 507,000 507,000 1,521,000 1,593,000
----------- ----------- ------------ -----------
Net Income as adjusted $11,294,000 $ 9,803,000 $ 32,938,000 $28,837,000
=========== =========== ============ ===========
Shares issued at beginning of period 21,282,169 20,397,882 20,796,935 19,918,735
Treasury stock held during the year (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 711,153 399,775 1,009,668 870,854
----------- ----------- ------------ -----------
Weighted average number of shares
outstanding, as adjusted excluding 7 1/4%
convertible subordinated debentures 21,993,322 20,767,721 21,776,667 20,759,653
=========== =========== ============ ===========
Fully diluted income per common and common
equivalent share excluding 7 1/4% convertible
subordinated debentures $ 0.49 $ 0.45 $ 1.44 $ 1.31
=========== =========== ============ ===========
Weighted average shares issuable assuming conversion
of 7 1/4% convertible subordinated debentures 1,538,720 1,538,720 1,538,720 1,604,869
Weighted average number of shares outstanding as
adjusted 23,532,042 22,306,441 23,315,387 22,364,522
----------- ----------- ------------ -----------
Fully diluted net income per common and common
equivalent share $ 0.48 $ O.44 $ 1.41 $ 1.29
=========== =========== ============ ===========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS, STATEMENT OF OPERATIONS, AND NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1996
<PERIOD-START> JAN-01-1997 JAN-01-1996
<PERIOD-END> SEP-30-1997 SEP-30-1996
<CASH> 18,068 0
<SECURITIES> 4,018 0
<RECEIVABLES> 157,282 0
<ALLOWANCES> (7,013) 0
<INVENTORY> 89,839 0
<CURRENT-ASSETS> 294,273 0
<PP&E> 242,826 0
<DEPRECIATION> (140,039) 0
<TOTAL-ASSETS> 501,082 0
<CURRENT-LIABILITIES> 187,202 0
<BONDS> 58,556 0
0 0
0 0
<COMMON> 216 0
<OTHER-SE> 246,521 0
<TOTAL-LIABILITY-AND-EQUITY> 501,082 0
<SALES> 245,112 231,956
<TOTAL-REVENUES> 444,182 410,469
<CGS> 165,143 157,077
<TOTAL-COSTS> 310,230 289,631
<OTHER-EXPENSES> 79,083 73,031
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 5,657 5,986
<INCOME-PRETAX> 49,089 42,570
<INCOME-TAX> 17,672 15,326
<INCOME-CONTINUING> 31,417 27,244
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 31,417 27,244
<EPS-PRIMARY> 1.45 1.32
<EPS-DILUTED> 1.41 1.29
</TABLE>
