<PAGE> 1
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: (26 weeks) September 30, 1995
------------------------------------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: to:
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Commission file number: 1-5513
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TRIDEX CORPORATION
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
CONNECTICUT 06-0682273
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
61 WILTON ROAD, WESTPORT CT 06880
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(Address of principal executive offices)
(Zip Code)
(203) 226-1144
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(Registrant's telephone number, including area code)
Former address:
- -------------------------------------------------------------------------------
(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 / /
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
YES / / NO / /
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
CLASS OUTSTANDING NOVEMBER 8, 1995
- --------------------------- ----------------------------
<S> <C>
COMMON STOCK,
NO PAR VALUE 3,777,151
</TABLE>
<PAGE> 2
TRIDEX CORPORATION AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I. Financial Information:
Item 1. Financial Statements
Consolidated Condensed Balance Sheets
September 30, 1995 and April 1, 1995 3
Consolidated Statements of Income for the 13 and 26 Weeks
Ended September 30, 1995 and October 1, 1994 4
Consolidated Statements of Cash Flows for the 26 Weeks
Ended September 30, 1995 and October 1, 1994 5
Notes to Consolidated Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of the Results of
Operations and Financial Condition 9
PART II. Other Information:
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
EXHIBIT INDEX
Exhibit 11 Computation of Per Share Earnings 13
Exhibit 27 Financial Data Schedule
</TABLE>
2
<PAGE> 3
TRIDEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, APRIL 1,
1995 1995
--------------- ---------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 668 $ 347
Receivables, net 9,553 9,635
Inventories 9,604 8,238
Prepaid expenses 425 601
Deferred tax assets 742 742
--------------- ---------------
Total current assets 20,992 19,563
--------------- ---------------
Plant and equipment, net 5,206 4,423
Excess of cost over fair value of net assets acquired 9,825 10,260
Other assets 1,927 2,116
--------------- ---------------
$ 37,950 $ 36,362
=============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Bank loans payable $ 4,273 $ 2,400
Current portion of long term debt 2,242 2,346
Accounts payable 4,742 4,877
Accrued liabilities 3,831 3,977
--------------- ---------------
Total current liabilities 15,088 13,600
--------------- ---------------
Long term debt, less current portion:
Term loan payable 874 1,458
Senior subordinated convertible debentures,
due 1997, net of discount of $18 and $22 3,452 3,448
Subordinated convertible term promissory notes,
due 1997, net of discount of $224 and $308 776 1,092
Other 264 187
--------------- ---------------
5,366 6,185
--------------- ---------------
Shareholders' equity:
Common stock, at stated value 976 950
Additional paid-in capital 21,920 21,853
Accumulated deficit (4,637) (5,612)
Cumulative translation adjustment 65 124
Common shares held in treasury, at cost (828) (738)
--------------- ---------------
17,496 16,577
--------------- ---------------
$ 37,950 $ 36,362
=============== ===============
</TABLE>
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
3
<PAGE> 4
TRIDEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
13 Weeks Ended 26 Weeks Ended
---------------------------------- ---------------------------------
SEPTEMBER 30, October 1, SEPTEMBER 30, October 1,
1995 1994 1995 1994
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Net sales $ 16,581 $ 14,902 $ 31,694 $ 25,313
--------------- --------------- --------------- ---------------
Operating costs and expenses:
Cost of sales 10,901 10,006 21,124 16,762
Engineering, design and product development costs 805 556 1,525 1,048
Selling, administrative and general expenses 3,309 2,901 6,529 5,122
--------------- --------------- --------------- ---------------
15,015 13,463 29,178 22,932
--------------- --------------- --------------- ---------------
Operating profit 1,566 1,439 2,516 2,381
Other charges (income):
Interest expense, net 340 310 700 535
Other, net (1) (7) 10 (55)
--------------- --------------- --------------- ---------------
339 303 710 480
--------------- --------------- --------------- ---------------
Profit before income taxes 1,227 1,136 1,806 1,901
Provision for income taxes 565 483 831 808
--------------- --------------- --------------- ---------------
Net income $ 662 $ 653 $ 975 $ 1,093
=============== =============== =============== ===============
Earnings per common and common equivalent share:
Primary $ 0.17 $ 0.17 $ 0.25 $ 0.28
=============== =============== =============== ===============
Average common and common equivalent share
shares outstanding:
3,974,451 3,889,279 3,928,920 3,847,759
=============== =============== =============== ===============
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
4
<PAGE> 5
TRIDEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
26 WEEKS ENDED
----------------------------------
SEPTEMBER 30, October 1,
1995 1994
--------------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 975 $ 1,093
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,289 1,072
Gain on sale of assets (9)
Changes in operating assets and liabilities:
Receivables 30 (441)
Inventory (1,395) (629)
Other current assets 169 124
Other assets 39 (66)
Accounts payable and accrued liabilities (229) 983
--------------- ---------------
Net cash provided by operating activities 878 2,127
--------------- ---------------
Cash flows from investing activities:
Purchases of plant and equipment (1,422) (1,260)
Acquired assets and acquisition costs, net of cash
acquired (5,508)
Proceeds from sale of assets 110
Other (13)
--------------- ---------------
Net cash used in investing activities (1,422) (6,671)
--------------- ---------------
Cash flows from financing activities:
Net change in borrowings under lines of credit 1,869 1,800
Net proceeds from issuance of long term debt 157 3,500
Principal payments on long term borrowings (1,160) (716)
Issuance of common stock (11) 658
Proceeds from exercise of stock options and warrants 14 30
Other (5)
--------------- ---------------
Net cash provided by financing activities 864 5,272
--------------- ---------------
Effect of exchange rate changes on cash 1 14
--------------- ---------------
Increase in cash and cash equivalents 321 742
Cash and cash equivalents at beginning of period 347 39
--------------- ---------------
Cash and cash equivalents at end of period $ 668 $ 781
=============== ===============
Supplemental cash flow information:
Interest paid $ 621 $ 553
Income taxes paid 498 272
Supplemental non-cash investing and financing activities:
Acquisitions:
Fair market value of assets acquired, excluding
cash acquired $ 3,881
Goodwill 3,978
Debt incurred (4,800)
Liabilities assumed (2,351)
Issuance of common stock (658)
---------------
Net cash used $ 50
===============
</TABLE>
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
5
<PAGE> 6
TRIDEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. In the opinion of the Company, the accompanying unaudited consolidated
condensed financial statements contain all adjustments (consisting only of
normal recurring adjustments) necessary to present fairly its financial
position as of September 30, 1995, the results of its operations for the
13 and 26 weeks ended September 30, 1995 and October 1, 1994 and changes
in its cash flows for the 26 weeks ended September 30, 1995 and October 1,
1994. The April 1, 1995 consolidated condensed balance sheet has been
derived from the Company's annual financial statements at that date.
These financial statements should be read in conjunction with the
financial statements and notes included in the annual report for the
fiscal year ended April 1, 1995.
The financial position and results of operations of the Company's foreign
subsidiaries are measured using local currency as the functional currency.
Assets and liabilities of such subsidiaries have been translated at
current exchange rates, and related revenues and expenses have been
translated at weighted average exchange rates. The aggregate effect of
translation adjustments so calculated is included as a separate component
of shareholders' equity. Transaction gains and losses are included in
other charges (income).
The results of operations for the 13 and 26 weeks ended September 30, 1995
and October 1, 1994 are not necessarily indicative of the results to be
expected for the full year.
2. Primary earnings per common share is based on the weighted average number
of shares outstanding during the period after consideration of the
dilutive effect of stock options and warrants.
3. Inventories:
Components of inventory are:
<TABLE>
<CAPTION>
September 30, 1995 April 1, 1995
------------------ -------------
(Dollars in Thousands)
<S> <C> <C>
Raw materials and
component parts $6,894 $6,232
Work-in-process 1,413 869
Finished goods 1,297 1,137
----- -----
$9,604 $8,238
====== ======
</TABLE>
4. Environmental matters:
Allu Realty Trust ("Allu"), a Massachusetts business trust, with
transferable shares, all of which are owned by Tridex, is the former owner
of land improved with a manufacturing-warehouse building located at 100
Foley Street, Somerville, Massachusetts (the "Site"). Although Allu has
sold the property to 100 Foley Street Incorporated ("Foley"), an unrelated
entity, Allu and Tridex remain responsible for certain environmental
problems associated with the Site.
During July 1984, Allu and Tridex disclosed to the Massachusetts
Department of the Attorney General the existence of chromium, oil and
grease at the Site. As a result, the Environmental Protection Division of
the Department of the Attorney General and the Massachusetts Department of
Environmental Protection ("MDEP") conducted an investigation of the Site.
At MDEP's request, the Company retained an environmental engineering firm,
which completed a Phase II investigation study of the Site. The Company
has conducted further studies to characterize and assess the Site more
specifically and to determine appropriate long term clean-up measures. In
January 1993, the Company entered into an agreement with Foley pursuant to
which Tridex and Foley agreed to pay 75% and 25%, respectively, of the
costs incurred
6
<PAGE> 7
after January 1, 1992 in connection with the investigation and remediation
of the Site (the "Site Participation Agreement"). The Site Participation
Agreement also provides that, to the extent there are available proceeds
from the sale of the Site or, if not sold, from the operation of the Site
after January 1, 1997, Tridex shall be reimbursed for all or a portion of
the $260,000 it expended in connection with the Site prior to January 1,
1992. Under the terms of an Escrow Agreement entered into by Tridex and
Foley simultaneously with the Site Participation Agreement (the "Escrow
Agreement"), Tridex and Foley each placed $125,000 into escrow to fund the
payment of their obligations under the Site Participation Agreement.
Under the terms of the Escrow Agreement, Tridex must place an additional
$100,000 in escrow at the request of the Escrow Agent and thereafter the
amount of any additional funds required by the Escrow Agent to be placed
in escrow shall be contributed 75% by Tridex and 25% by Foley.
Approximately $1,000 is being held in escrow as of September 30, 1995, all
of which was contributed by Foley.
As of September 30, 1995, the Company had spent approximately $624,000 in
connection with the Site. Of this amount, approximately $459,000 relates
to investigation or remediation costs incurred at the Site. Although it
is difficult to distinguish between amounts spent for investigation and
remediation, the Company estimates that approximately $361,000 has been
spent in connection with investigation and approximately $98,000 has been
spent in connection with remediation of the Site. Based upon preliminary
estimates provided by a consulting environmental engineer and based upon
the likely future uses of the property, as of September 30, 1995, the
Company has an accrual of $288,000 for the estimated liability associated
with the Site which represents currently estimated minimum cost of
remediation, after considering the cost sharing arrangement discussed
above. Accordingly, although no assurances can be given regarding the
materiality of the total costs which may be incurred, the Company does not
believe at this time that the remediation of the Site is reasonably likely
to have a material effect on the Company's financial condition, results of
operations or liquidity. The Company estimates that approximately $100,000
to $300,000 will be spent in connection with the Site including
expenditures from the escrow account. The Company believes that although
implementation of clean-up measures may commence in fiscal 1996, such
implementation will not be completed in fiscal 1996. The Company expects
that, as in the past, funds being held in escrow, cash from operations and
the Company's credit facilities will be sufficient to pay the costs of
remediation without a material effect on the Company's operations.
The Company has also been notified by an adjacent property owner, Cooper
Industries ("Cooper"), that certain petroleum products that may have
migrated from the Site have been detected in a monitoring well located on
Cooper's property. The Company and Foley are investigating possible oil
contamination along the border between the Site and the property owned by
Cooper.
5. Bank Credit Agreement:
The Company's agreement with Fleet Bank, N.A. ("Fleet"), (the "Fleet
Credit Agreement") provides the Company with a $4,625,000 working capital
revolving credit facility (the "Working Capital Facility") and a
$3,500,000 acquisition term loan facility (the "Acquisition Facility").
The Working Capital Facility, curently scheduled to expire on November 30,
1995, bears interest payable monthly at a rate one percentage point above
Fleet's prime rate, or 9.75% at September 30, 1995, and bears a
non-utilization fee. The Company has received preliminary indications
from Fleet that it will be renewed under terms and conditions similar to
the present agreement. Availability under the Working Capital Facility is
limited to 80% of the Company's eligible accounts receivable and 25% of
the Company's eligible inventory. The Acquisition Facility, which was
used to fund the acquisition discussed below, is for a term of three
years, bears interest payable monthly at a rate 1.5 percentage points
above Fleet's prime rate, or 10.25% on September 30, 1995, and requires
principal to be paid in quarterly installments. The Fleet Credit
Agreement is secured by a first priority security interest in certain
assets, imposes certain covenants (including minimum tangible capital
base, minimum working capital, maximum leverage ratios and minimum
interest coverage ratios) and restricts the amount available for payment
of cash dividends and capital stock distributions.
6. Acquisition of Cash Bases GB Limited:
On June 20, 1994, the Company completed the acquisition of Cash Bases GB
Limited ("Cash Bases"), of Newhaven, England. The purchase price of pound
sterling 3,500,000 (approximately $5.330 million) was paid pound sterling
3,067,000 (approximately $4.672 million) in cash and pound sterling
433,000 (approximately $658,000) by delivery of 96,788 shares of Tridex
common stock of which 72,647 shares were placed in escrow to secure the
accuracy of certain
7
<PAGE> 8
representations and warranties made by the sellers. The escrowed shares
were released as scheduled since the Company made no claim against the
sellers for breach of representations and warranties prior to the
scheduled release dates. The Company guaranteed the sellers that the
sales price of the shares sold by sellers will not be less than the
average market price of Tridex common stock at the time of the acquisition
($6.80 per share). During the second quarter, the Company reimbursed the
sellers an aggregate of $29,000, including losses on foreign exchange, on
the sale of the final installment of 27,942 shares released from escrow in
June 1995.
The Company financed the cash portion of the purchase price through the
Fleet Credit Agreement, discussed above. The acquisition has been
accounted for using the purchase method of accounting. The acquired
company's assets and liabilities have been recorded in the Company's
financial statements at their estimated fair values at the acquisition
date. The Consolidated Statements of Income include the results of
operations of the acquired company from the acquisition date. The
following pro forma data (unaudited) reflect the fiscal 1995 acquisition
of Cash Bases as if the acquisition had occurred at the beginning of
fiscal 1995; such data does not purport to be indicative of what would
have occurred had this transaction been made on that date:
<TABLE>
<CAPTION>
26 Weeks Ended
October 1, 1994
---------------
(In thousands of dollars, except
per share amounts)
(Unaudited)
<S> <C>
Revenue $ 27,938
Operating profit 2,638
Net income 1,156
Earnings per common and common
equivalent share $ 0.29
</TABLE>
7. Other charges (income):
Other non-operating expense (income) for the current quarter and six
months is primarily transactional foreign exchange losses. Other
non-operating expense (income) in the first six months of fiscal 1995
includes $115,000 of additional cash compensation received in the quarter
related to the October, 1993 sale of the Company's general solenoid product
line, offset by an additional provision for loss on disposal of unused real
estate of $70,000.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
SECOND QUARTER FISCAL 1996 COMPARED TO SECOND QUARTER FISCAL 1995
CONSOLIDATED NET SALES for the quarter (13 weeks) ended September 30, 1995
increased $1,679,000 (11%) to $16,581,000 from $14,902,000 in the comparable
quarter of the prior year. The increase is due to greater volume of shipments
of POS terminals, pole displays and other peripherals. Net sales in fiscal
1996 was adversely impacted by production inefficiencies and a temporary
softness in sales of cash drawer products in the European market.
CONSOLIDATED GROSS PROFIT increased $784,000 (16%) to $5,680,000 from
$4,896,000 in the prior year's quarter, primarily as a result of the greater
volume of shipments of POS terminals, pole displays and other peripherals.
Gross profit in fiscal 1996 was adversely impacted by production inefficiencies
in the manufacture of cash drawers. Consolidated gross profit percentage
increased slightly to 34.3% of sales from 32.9% of sales in the prior year's
quarter. The increase in gross margin percentage is due to favorable product
sales mix.
CONSOLIDATED ENGINEERING, DESIGN AND PRODUCT DEVELOPMENT COSTS increased
$249,000 (45%) to $805,000 from $556,000 in the prior year's quarter. The
increase is primarily the cost of developing new products and enhancing
existing products, particularly for the POS market.
CONSOLIDATED SELLING, ADMINISTRATIVE AND GENERAL EXPENSES increased $408,000
(14%) to $3,309,000 from $2,901,000 in the prior year's quarter. The increase
in selling expenses is primarily the result of the increased staff to support a
greater selling effort, in both the United States and the European markets.
The increase in general and administrative expenses reflects additional
compensation-related costs and a one-time provision for group medical insurance
in the U.S.
CONSOLIDATED OPERATING PROFIT for the current quarter increased $127,000 (9%)
to $1,566,000 from $1,439,000 in the prior year's quarter, primarily as a
result of the greater volume of shipments of POS terminals and other
peripherals. Operating profit in fiscal 1996 was adversely impacted by
production inefficiencies at Cash Bases, increased operating costs and the
temporary softness in the European cash drawer market. The Company believes
that the actions presently being implemented will bring cash drawer production
to an acceptable level of operating efficiency and reduce operating expenses.
Consolidated operating profit as a percentage of revenue decreased slightly to
9.4% from 9.7% in the prior year's quarter.
NET INTEREST EXPENSE increased $30,000 (10%) to $340,000 from $310,000 in the
prior year's quarter. The increase in interest expense was due primarily to
the additional borrowings under working capital facilities.
PROVISION FOR INCOME TAXES reflects an increase in the estimated effective tax
rate to 46% from 42.5% in the prior year.
NET INCOME for the current quarter was $662,000 (or $0.17 per share) as
compared to $653,000 (or $0.17 per share) in the prior year's quarter. The
average number of common and common equivalent shares outstanding increased to
3,974,451 shares from 3,889,279 shares in the prior year's quarter.
SIX MONTHS FISCAL 1996 COMPARED TO SIX MONTHS FISCAL 1995
CONSOLIDATED NET SALES for the period (26 weeks) ended September 30, 1995
increased $6,381,000 (25%) to $31,694,000 from $25,313,000 in the comparable
period of the prior year. The increase is due to greater volume of shipments
of POS terminals, pole displays, POS printers and other peripherals and to the
sales of Cash Bases which was acquired on June 20, 1994.
CONSOLIDATED GROSS PROFIT increased $2,019,000 (24%) to $10,570,000 from
$8,551,000 in the prior year's period, primarily due to the greater volume of
shipments of POS terminals and POS printers and to the effect of the Cash Bases
acquisition. Gross profit in fiscal 1996 was adversely impacted by production
inefficiencies at Cash Bases and by the relocation of Magnetec. Consolidated
gross profit percentage decreased slightly to 33.4% of sales from 33.8% of
sales in the prior year's period. The decrease in gross margin percentage,
which was experienced only in the first quarter of fiscal 1996, reflects a
change in sales mix of products into the POS markets and the non-recurring
costs and unfavorable variances incurred by Magnetec and Cash Bases during the
period.
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<PAGE> 10
CONSOLIDATED ENGINEERING, DESIGN AND PRODUCT DEVELOPMENT COSTS increased
$477,000 (46%) to $1,525,000 from $1,048,000 in the prior year's period. The
increase is primarily the result of the inclusion of such costs for Cash Bases,
as well as the cost of developing new products and enhancing existing products,
particularly for the POS market.
CONSOLIDATED SELLING, ADMINISTRATIVE AND GENERAL EXPENSES increased $1,407,000
(27%) to $6,529,000 from $5,122,000 in the prior year's period. The increase
in selling expenses is primarily the result of the inclusion of such costs for
Cash Bases and the increased staff to support a greater selling effort, in both
the United States and the European markets. The increase in general and
administrative expenses is primarily the result of the inclusion of such costs
for Cash Bases, additional compensation-related costs and a one-time provision
for group medical insurance and the amortization of acquisition and finance
costs.
CONSOLIDATED OPERATING PROFIT for the current period increased $135,000 (6%) to
$2,516,000 from $2,381,000 in the prior year's period, primarily as a result of
the greater volume of shipments of POS terminals and POS printers. Operating
profit was adversely impacted by production inefficiencies at Cash Bases,
increased operating costs and the temporary softness in the European cash
drawer market. Consolidated operating profit as a percentage of revenue
decreased to 7.9% from 9.4% in the prior year's period.
NET INTEREST EXPENSE increased $165,000 (31%) to $700,000 from $535,000 in the
prior year's period. The increase in interest expense was due primarily to the
additional borrowings under working capital facilities and to the additional
indebtedness incurred to acquire Cash Bases.
OTHER NON-OPERATING EXPENSE, NET for the current period is primarily
transactional foreign exchange losses. The prior year's period includes an
additional gain of $115,000 related to the October 1993 sale of the Company's
solenoid product line, offset by an additional provision of $70,000 for loss on
the anticipated disposal of unused real estate.
PROVISION FOR INCOME TAXES reflects an increase in the estimated effective tax
rate to 46% from 42.5% in the prior year.
NET INCOME for the current period was $975,000 (or $0.25 per share) as compared
to $1,093,000 (or $0.28 per share) in the prior year's period. The average
number of common and common equivalent shares outstanding increased to
3,928,920 shares from 3,847,759 shares in the prior year's period.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital at September 30, 1995 was $5,904,000 compared
with $5,963,000 at April 1, 1995. The current ratio was 1.4 to 1 at September
30, 1995 and at April 1, 1995. The decrease in working capital is due largely
to the additional borrowings under short term credit facilities.
The Company's Working Capital Facility with the Fleet Bank, N.A. ("Fleet"),
which is currently scheduled to expire on November 30, 1995, provides critical
capital for the Company. The Company has received preliminary indications from
Fleet that it will be renewed under terms and conditions similar to the
present agreement. If for any reason this or comparable financing is not
available to the Company, it would have an adverse effect on the Company and
it's ability to conduct its operations as presently conducted. The Company is
required to comply with certain financial covenants, including minimum tangible
capital base, minimum working capital, maximum leverage ratios and minimum
interest coverage ratios, otherwise the lender may withdraw its commitment.
The Company was in full compliance with these covenants for the period ended
September 30, 1995 and expects to be in full compliance with these covenants
for the remainder of fiscal 1996.
During the first six months of fiscal year 1996, the Company's operating cash
needs were satisfied from cash generated from operations and borrowings under
its credit facilities. At September 30, 1995, the Company had no material
commitments for capital expenditures and had availability of $1,125,000 under
the Working Capital Facility. During the remainder of fiscal 1996, the Company
expects that funds generated from operations, supplemented by borrowings under
the Working Capital Facility, if necessary, will be sufficient to satisfy its
cash needs for working capital, scheduled debt retirements and capital
expenditures, primarily tooling for new products.
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<PAGE> 11
Over the long term, the Company believes that funds generated from operations
and borrowings under the Working Capital Facility, if necessary, will continue
to satisfy its working capital needs, support a certain level of growth and
meet scheduled debt retirements. Nevertheless, to facilitate anticipated
growth and provide additional liquidity, as well as take advantage of the
current favorable financial market, the Company is reviewing refinancing
alternatives regarding its short and long term debt.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Shareholders on
September 19, 1995. Matters voted upon at the meeting and the
number of votes cast for, against or withheld, are as follows:
(1) To elect the following Directors to serve until the
next Annual Meeting of Shareholders or until their
successors have been duly elected and qualified:
<TABLE>
<CAPTION>
Nominee Votes For Votes Against or Withheld
------- --------- -------------------------
<S> <C> <C>
Seth M. Lukash 3,406,481 7,203
Paul J. Dunphy 3,406,927 6,757
Graham Y. Tanaka 3,406,981 6,703
Richard T. Bueschel 3,333,261 80,423
Richard W. Sonnenfeldt 3,322,667 91,017
C. Alan Peyser 3,403,149 10,535
Thomas R. Schwarz 3,403,149 10,535
</TABLE>
(2) To appoint Price Waterhouse as the Company's
independent certified public accountants for the year
ending March 30, 1996. Votes cast were: 3,399,635
for, 9,077 against and 4,972 withheld.
ITEM 6. Exhibits and Reports on Form 8-K
a. Exhibits
Exhibit 11. Computation of Per Share Earnings
Exhibit 27. Financial Data Schedule
b. Reports on Form 8-K
The Company did not file any reports on Form 8-K during
the quarter covered by this report.
11
<PAGE> 12
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.
TRIDEX CORPORATION
------------------
(Registrant)
November 14, 1995 /s/Seth M. Lukash
-----------------
Seth M. Lukash
Chairman of the Board, President, Chief Executive
Officer, and Chief Operating Officer
November 14, 1995 /s/Richard L. Cote
------------------
Richard L. Cote
Senior Vice President and
Chief Financial Officer
November 14, 1995 /s/George T. Crandall
---------------------
George T. Crandall
Vice President and Treasurer
12
<PAGE> 13
EXHIBIT INDEX
-------------
Exhibit No. Description
----------- -----------
Exhibit 11 Computation of Per Share Earnings
Exhibit 27 Financial Data Schedule
<PAGE> 1
TRIDEX CORPORATION AND SUBSIDIARIES
EXHIBIT 11 COMPUTATION OF PER SHARE EARNINGS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
13 Weeks Ended 26 Weeks Ended
---------------------------------- ----------------------------------
SEPTEMBER 30, October 1, SEPTEMBER 30, October 1,
1995 1994 1995 1994
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
PRIMARY:
EARNINGS:
Net income $ 662 $ 653 $ 975 $ 1,093
=============== =============== =============== ===============
SHARES:
Average common shares outstanding 3,707,136 3,651,448 3,693,462 3,601,718
Dilutive effect of outstanding options and warrants
as determined by the treasury stock method 267,315 237,831 235,458 246,041
--------------- --------------- --------------- ---------------
3,974,451 3,889,279 3,928,920 3,847,759
=============== =============== =============== ===============
EARNINGS PER COMMON AND
COMMON EQUIVALENT SHARE:
Primary $ 0.17 $ 0.17 $ 0.25 $ 0.28
=============== =============== =============== ===============
</TABLE>
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Tridex
Corporation quarterly report on Form 10-Q for the quarter ended September 30,
1995 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-30-1996
<PERIOD-START> JUL-02-1995
<PERIOD-END> SEP-30-1995
<CASH> 668
<SECURITIES> 0
<RECEIVABLES> 9,746
<ALLOWANCES> 193
<INVENTORY> 9,604
<CURRENT-ASSETS> 20,992
<PP&E> 12,501
<DEPRECIATION> 7,295
<TOTAL-ASSETS> 37,950
<CURRENT-LIABILITIES> 15,088
<BONDS> 5,366
<COMMON> 976
0
0
<OTHER-SE> 16,520
<TOTAL-LIABILITY-AND-EQUITY> 37,950
<SALES> 16,581
<TOTAL-REVENUES> 16,581
<CGS> 10,901
<TOTAL-COSTS> 10,901
<OTHER-EXPENSES> 4,105
<LOSS-PROVISION> 8
<INTEREST-EXPENSE> 340
<INCOME-PRETAX> 1,227
<INCOME-TAX> 565
<INCOME-CONTINUING> 662
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 662
<EPS-PRIMARY> .17
<EPS-DILUTED> .17
</TABLE>
