AXIOHM TRANSACTION SOLUTIONS INC
8-K, 1998-07-28
ELECTRONIC COMPONENTS, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


         Date of report (date of earliest event reported): July 28, 1998



                       AXIOHM TRANSACTION SOLUTIONS, INC.

             (Exact name of registrant as specified in its charter)




- ------------------------------ --------------------------- ---------------------
        California                      0-13459                 94-2917470
- ------------------------------ --------------------------- ---------------------
- ------------------------------ --------------------------- ---------------------
  (State or jurisdiction          (Commisson File Number)    (I.R.S. Employer
incorporation or organization)                               Identification No.)
- ------------------------------ --------------------------- ---------------------


                         16 Sentry Park West, Suite 450
                            1787 Sentry Parkway West
                          Blue Bell, Pennsylvania 19422

          (Address, including zip code, of principal executive offices)

       Registrant's telephone number, including area code: (215) 591-0940

                            15070 Avenue of Science
                          San Diego, California 92128

         (Former name or former address, if changed since last report)



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Item 5.  Other Events
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FOR RELEASE AT 1PM EAST COAST TIME, JULY 28TH, 1998
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               AXIOHM TRANSACTION SOLUTIONS REPORTS SECOND QUARTER
                RESULTS AND ANNOUNCES MAJOR RESTRUCTURING PROGRAM

         Blue Bell,  PA/July 28,  1998---  Axiohm  Transaction  Solutions,  Inc.
(Nasdaq:  AXHM) today  announced  results for the second  quarter and six months
ended July 4, 1998.
         Sales  in the  second  quarter  rose  85% to  $58,617,000  compared  to
$31,724,000  in the  second  quarter  of  1997.  Net loss  for the  quarter  was
$6,286,000  or $0.96 per share  compared  with net income of $3,355,000 or $0.52
per share in the same period last year.  Excluding  acquisition related non-cash
amortization,  net income would have been  $2,175,000 or $0.33 per share for the
second quarter of 1998. 1998 financial results reflect the merger of Axiohm S.A.
and DH Technology, Inc. in August 1997.
         Sales in the six months  ended  July 4, 1998 grew 104% to  $115,686,000
compared to  $56,615,000  in the first six months of 1997.  Net loss for the six
months  was  $13,022,000  or  $2.00  per  share,  compared  with net  income  of
$4,980,000  or  $0.76  per  share  in  the  same  period  last  year.  Excluding
acquisition related non-cash  amortization,  net income for the six months would
have been $3,901,000 or $0.60 per share.
         The Company also announced that it currently anticipates generally flat
sales and a decline in operating income before  acquisition  related charges and
amortization  and  restructuring  charges in the second half of 1998 compared to
the first half  because of new  product  delays and lower  order  rates from one
customer.  The Company  currently expects that full year operating income before
acquisition  related charges and amortization and restructuring  charges will be
approximately 11 to 12 percent of net sales. The Company  currently expects debt
levels,  on  average,  to remain near  current  levels  during the next  several
months.


         "Due to the focus on the  integration of Axiohm and DH  Technology,  we
experienced  a six month delay in the  roll-out  of several new product  lines,"
commented Mr. Nicolas Dourassoff,  Chief Executive Officer.  "These programs are
now on track with their revised schedules, and we expect to see a revenue impact
from their  roll-out in 1999.  In addition to the roll-out of new  products,  we
also are increasing our research and development program and expect R&D spending
in the  second  half to exceed  first  half R & D  spending.  We are  working to
diversify our product mix and customer base in the financial  services  industry
and  believe  that  there  are  significant  opportunities  for  growth  in this
marketplace."
         Axiohm today also announced a major  restructuring  program designed to
streamline the Company's operations and improve manufacturing  efficiencies.  As
part of this program,  the Company will consolidate its Paso Robles,  California
and Riverton,  Wyoming manufacturing operations principally into its Ithaca, New
York manufacturing operation. The Company expects that these actions will result
in the  reduction of  approximately  200 jobs in the closing  locations  and the
addition of  approximately  100 jobs in Ithaca,  New York. This final program is
the  result of an  assessment  that began at the time of the  acquisition  of DH
Technology.
         The Company  expects  that when the moves are  completed  by late 1999,
pre-tax  operating costs will be reduced by  approximately  $3.5 million a year.
The  Company  expects  to  incur  approximately  $6  million  of  costs to fully
implement  the plan by the end of 1999,  of which  approximately  $3 million was
recorded in the second quarter of 1998 as an adjustment of the purchase price of
DH Technology, Inc.
<PAGE>

         Mr.  Dourassoff  commented,  "As a  result  of  the  acquisition  of DH
Technology,  Inc., we have too many manufacturing locations for a company of our
size. We expect this  restructuring  program to create a leaner,  more efficient
company that can more quickly respond to market needs."
         With the  exception of the reported  actual  results,  the  information
presented  herein  contains  predictions,  estimates  and other  forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933 and
Section  21E  of  the  Securities  Exchange  Act  of  1934,  including,  without
limitation,  statements  that  include  the words  "expects"  "anticipates"  and
"believes" or similar  expressions and statements  relating to anticipated sales
and operating income,  anticipated debt levels,  new product plans,  anticipated
spending  levels,  growth  objectives and  anticipated  restructuring  costs and
related operating cost reductions. Such forward-looking statements involve known
and  unknown  risks,  uncertainties  and other  factors  that may  cause  actual
results,  performance or achievements  of the Company to differ  materially from
those  expressed  or implied by such  forward-looking  statements.  Although the
company believes that its plans,  intentions and expectations  reflected in such
forward-looking  statement are based on reasonable  assumptions,  it can give no
assurance that such plans, intentions, expectations, objectives or goals will be
achieved. Important factors that could cause actual results to differ materially
from those included in the forward  looking  statements  include:  the timing of
customer orders; the timing of completion of existing customer contracts; market
acceptance of new and enhanced versions of the Company's products; the economies
in the areas in which the  Company  operates;  the  revenue  and cost  impact of
closing two of the Company's manufacturing  facilities;  the efficiency and cost
of labor in its Ithaca, New York facility;  the potential ability of the Company
to transfer/relocate  employees from its Paso Robles and Riverton  manufacturing
facilities;  the inability of the Company to produce  realize  anticipated  cost
reductions  because  of the  substantial  amount of  management  time  involved;
difficulties in year 2000 compliance and the impact of substantial  leverage and
debt service on the company.  Additional important factors are also set forth in
the Company's 1997 10-K and 10-Qs for 1998.
         Axiohm  Transaction  Solutions  is one of the two  largest  non-captive
designers,  manufacturers and marketers of transaction printers in the world and
is the only transaction  printer  manufacturer  currently  manufacturing its own
thermal and impact printheads. Axiohm's transaction printer products are used in
retail,  financial and commercial  transactions to provide  transaction  records
such as receipts, tickets, register journals, checks and other documents. Axiohm
also has an  increasing  sales  presence in the markets for magnetic  stripe and
computer  chip  card  readers  and bar  code  printers  and  related  consumable
supplies.

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AXIOHM TRANSACTION SOLUTIONS, INC. AND SUBSIDIARIES
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Condensed Consolidated Statements of Operations (Unaudited)
(In Thousands, except per share amounts)
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                                     Three Months Ended       Six Months Ended
                                    Jul. 4,     Jun. 30,     Jul. 4,    Jun. 30,
                                     1998         1997        1998        1997
- --------------------------------------------------------------------------------

Net sales                            $58,617    $31,724    $115,686     $56,615
Cost of net sales                    $37,084    $21,478     $74,079     $38,802
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Gross margin                         $21,533    $10,246     $41,607     $17,813
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Operating expenses:
  Selling, general and admin.         $9,476     $2,828     $18,280      $5,805
     Research and development         $3,866     $1,884      $7,956      $3,624
     Acquisition related amor.        $8,461         --     $16,923          --
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Total operating expenses             $21,803     $4,712     $43,159      $9,429
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Income (loss) from operations          ($270)    $5,534     ($1,552)     $8,384
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Net interest exp. and other income    $4,590        $66      $8,869        $192
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Income (loss) before income taxes    ($4,860)    $5,468    ($10,421)     $8,192
- --------------------------------------------------------------------------------
Income taxes                          $1,426     $2,113      $2,601      $3,212
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Net income (loss)                    ($6,286)    $3,355    ($13,022)     $4,980
- --------------------------------------------------------------------------------
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Basic: Net income (loss) per share    ($0.96)     $0.52      ($2.00)      $0.76
       Shares used in per calculation  6,519      6,513       6,519       6,513
- --------------------------------------------------------------------------------
Dil:   Net income (loss) per share    ($0.96)     $0.52      ($2.00)      $0.76
       Shares used in per calculation  6,519      6,513       6,519       6,513
- --------------------------------------------------------------------------------

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Consolidated Balance Sheets  (Unaudited)
(In thousands)
- --------------------------------------------------------------------------------
                                                           Jul. 4,    Dec. 31,
                                                            1998        1997
                                                         (Unaudited)
- --------------------------------------------------------------------------------
Assets

Current assets:

             Cash and cash equivalents                       $1,811      $3,877
             Restricted cash                                     --      $8,594
             Accounts receivable,net                        $36,559     $30,515
             Inventories                                    $33,956     $30,103
             Prepaids and other current assets              $14,109     $11,015
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                     Total  current assets                  $86,435     $84,104
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             Fixed assets, net                              $20,451     $21,535
             Intangible assets, net                         $81,315     $92,371
             Other assets                                    $6,243      $6,034
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                     Total assets                          $194,444    $204,044
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Liabilities and Shareholders' Equity

Current liabilities:

             Accounts payable                               $16,658     $17,351
             Current portion of long-term debt               $7,021      $6,597
             Accrued expenses and other liabilities         $18,311     $27,907
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                     Total current liabilities              $41,990     $51,855
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Long-term debt                                             $180,066    $167,133
Deferred tax liability                                          $96        $131
Other long-term liabilities                                  $3,235      $3,006
Shareholders' equity                                       ($30,943)   ($18,081)

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             Total liabilities and shareholders' equity    $194,444    $204,044
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                                    SIGNATURE

         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 hereunto duly authorized.


                       AXIOHM TRANSACTION SOLUTIONS, INC.



Dated: July 28, 1998                  By:       /s/ Walter S. Sobon
                                             -------------------------
                                                   Walter S. Sobon
                                               Chief Financial Officer



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