<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-19862
-----------------------------------------
MEMOREX TELEX N.V.
(Exact name of registrant as specified in their respective charter)
THE NETHERLANDS NOT APPLICABLE
(Jurisdiction of incorporation of (I.R.S. Employer Identification
Memorex Telex N.V.) Number of Memorex Telex N.V.)
545 EAST JOHN CARPENTER FREEWAY
IRVING, TEXAS 75062-3931
TELEPHONE NO.: (972) 444-3500
(Address, including Zip Code, and telephone number, including
area code, of authorized representative in United States.)
-----------------------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
AMERICAN DEPOSITORY RECEIPTS EVIDENCING AMERICAN DEPOSITORY SHARES WHICH
REPRESENT COMMON STOCK, 0.10 DFL. NOMINAL VALUE
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
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by checkmark whether the registrant has filed all documents and
reports required to be filed by Section 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 X No.
---
The number of shares of the registrant's Common Stock, 0.10 DFL. Nominal
Value, outstanding as of October 31, 1996, was 25,076,665.
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<PAGE>
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
MEMOREX TELEX N.V.
(A Netherlands Corporation)
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
SEPT. 30, 1996 MAR. 31, 1996
-------------- -------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents including restricted deposits
and guarantees of $7,253 at September 30, 1996 and
$7,592 at March 31, 1996. $ 18,261 $ 26,838
Accounts receivable, net 72,302 108,021
Inventories, primarily finished goods 39,470 34,891
Service parts 26,997 31,697
Other current assets 5,692 4,104
---------- ----------
Total current assets 162,722 205,551
Property, plant and equipment, net 23,984 28,622
Other assets 13,804 33,995
---------- ----------
$ 200,510 $ 268,168
---------- ----------
---------- ----------
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Current debt obligations $ 103,554 $ 114,578
Accounts payable 117,404 119,197
Accrued liabilities 149,227 169,098
---------- ----------
Total current liabilities 370,185 402,873
Debt obligations 4,286 4,903
Other long-term liabilities 123,609 137,743
Stockholders' Deficit:
Common stock 1,338 1,338
Additional paid-in capital 73,726 73,726
Accumulated deficit (373,370) (354,749)
Foreign currency translation adjustment 736 2,334
---------- ----------
Total stockholders' deficit (297,570) (277,351)
---------- ----------
$ 200,510 $ 268,168
---------- ----------
---------- ----------
</TABLE>
See accompanying note.
<PAGE>
MEMOREX TELEX N.V.
( A Netherlands Corporation)
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
<TABLE>
<CAPTION>
FOR SIX MONTHS FOR SIX MONTHS
ENDED SEPT. 30, 1996 ENDED SEPT. 30, 1995
-------------------- --------------------
(UNAUDITED)
<S> <C> <C>
Revenues $ 360,777 $ 428,421
Cost of revenues 285,029 317,360
---------- ----------
Gross margin 75,748 111,061
Selling, general, and administrative expenses 82,823 99,720
Other (income) expenses, net 1,391 (4,137)
Amortization of intangibles 0 62,561
---------- ----------
Operating loss (8,466) (47,083)
Interest income 373 702
Interest expense (10,529) (9,616)
Accretion of debt forgiveness discount 0 (3,254)
---------- ----------
Loss before income taxes (18,622) (59,251)
Provision for income taxes 0 0
---------- ----------
Net loss $ (18,622) $ (59,251)
---------- ----------
---------- ----------
Net loss per common share of 0.10 DFL $ (0.74) $ (2.36)
---------- ----------
---------- ----------
Weighted average number of common shares
used in the computation of
net loss per common share 25,076,665 25,061,225
</TABLE>
See accompanying note.
<PAGE>
MEMOREX TELEX N.V.
(A Netherlands Corporation)
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
<TABLE>
<CAPTION>
FOR THREE MONTHS FOR THREE MONTHS
ENDED SEPT. 30, 1996 ENDED SEPT. 30, 1995
-------------------- --------------------
(UNAUDITED)
<S> <C> <C>
Revenues $ 158,985 $ 207,870
Cost of revenues 128,672 156,132
---------- ----------
Gross margin 30,313 51,738
Selling, general, and administrative expenses 39,535 47,898
Other (income) expenses, net 291 (3,434)
Amortization of intangibles 0 31,280
---------- ----------
Operating loss (9,513) (24,006)
Interest income 184 418
Interest expense (5,653) (4,680)
Accretion of debt forgiveness discount 0 (3,254)
---------- ----------
Loss before income taxes (14,982) (31,522)
Provision for income taxes 0 0
---------- ----------
Net loss $ (14,982) $ (31,522)
---------- ----------
---------- ----------
Net loss per common share of 0.10 DFL $ (0.60) $ (1.26)
---------- ----------
---------- ----------
Weighted average number of common shares
used in the computation of
net loss per common share 25,076,665 25,066,922
</TABLE>
See accompanying note.
<PAGE>
MEMOREX TELEX N.V.
(A Netherlands Corporation)
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
FOR SIX MONTHS FOR SIX MONTHS
ENDED SEPT. 30, 1996 ENDED SEPT. 30, 1995
-------------------- --------------------
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (18,622) $ (59,251)
Adjustments to reconcile loss to net cash
provided (used) by operating activities:
Depreciation and amortization 4,452 67,774
Accretion of debt forgiveness discount 0 3,254
Changes in components of working capital
excluding short-term debt 3,361 (19,537)
Other long-term liabilities (13,267) (6,795)
Other assets 4,374 5,444
Other (717) (4,295)
---------- ----------
Net cash used by operating activities (20,419) (13,406)
---------- ----------
Cash flows from investing activities:
Proceeds from asset sales 25,000 4,813
Capital expenditures (1,517) (2,454)
---------- ----------
Net cash provided (used) by investment activities 23,483 2,359
---------- ----------
Cash flows from financing activities:
Issuance of common stock 0 20
Issuance of debt 2,351 8,661
Redemption of debt (13,992) (8,855)
---------- ----------
Net cash provided (used) by financing activities (11,641) (174)
---------- ----------
Net decrease in cash and cash equivalents (8,577) (11,221)
Cash and cash equivalents at beginning of period 26,838 36,886
---------- ----------
Cash and cash equivalents at end of period $ 18,261 $ 25,665
---------- ----------
---------- ----------
</TABLE>
See accompanying note.
<PAGE>
MEMOREX TELEX N.V.
(A Netherlands Corporation)
NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)
NOTE 1:
Interim information is unaudited; however, in the opinion of the Company's
management, all adjustments necessary for a fair presentation of interim results
have been included. All such adjustments are of a normal recurring nature. The
results for the six months ended September 30, 1996 are not necessarily
indicative of results to be expected for the entire year. These financial
statements and notes should be read in conjunction with the Company's
consolidated financial statements contained in the Company's Annual Report on
Form 10-K for the fiscal year ended March 31, 1996.
During the quarter the Company concluded the sale of its Asia/Pacific
operations. See Management's Discussion and Analysis of Financial Condition and
Results of Operations in the Liquidity section for a discussion of the use of
proceeds from the sale.
The financial statements have been prepared assuming that the Company will
continue as a going concern which contemplates the realization of assets and the
liquidation of liabilities in the normal course of business. On October 15, the
Company announced that the U.S. operations filed for protection under Chapter 11
of the U.S. Bankruptcy code with the intent to sell the U.S. operations. As of
November 1, the Bankruptcy court had approved sales agreements for substantially
all of its U.S. operations.
The bankruptcy filing by the U.S. operation is an event of default under
the Company's $100 million Restructured Credit Facility ("Restructured Credit
Facility") and the $12 million Term Loan Credit and Guaranty Agreement ("Term
Loan") (the Restructured Credit Facility and the Term Loan are collectively
referred to as "the Credit Facilities"). In addition, the Company is in
default of certain other convenants and debt repayment obligations under the
Credit Facilities. The proceeds from the sale of the U.S. operations will
not be sufficient to cure the events of default. The obligations under the
Credit Facilities are secured on a first priority basis to substantially all
assets of the Company including the securities of the remaining subsidiaries.
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE SIX AND THREE MONTHS ENDED SEPTEMBER 30, 1996
RESULTS OF OPERATIONS:
The Company is a provider of information technology solutions including the
distribution and integration of data network and storage products and the
provision of related services.
The following table sets forth the Company's revenues and gross margins for
its product groups for the six and three months ended September 30, 1996 and the
six and three months ended September 30, 1995 ("the comparable periods"). The
table includes results from the U.S. operations which declared bankruptcy
subsequent to September 30, 1996. See Note 1. The revenues and gross margins
associated with the Asia/Pacific operations for the three months ended June 30,
1996 and six months ended September 30, 1995 have been included as a separate
line for presentation purposes.
<TABLE>
<CAPTION>
Six Six Three Three
Months Months Months Months
Ended Ended Ended Ended
($ in millions) September September September September
30, 1996 30, 1995 30, 1996 30, 1995
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues
- -------------
Networks $ 150.8 $ 190.0 $ 68.8 $ 93.7
Storage 34.1 30.2 11.8 10.5
Service 147.2 159.6 73.7 80.4
Other 10.0 11.7 4.7 5.5
-------- -------- -------- --------
Subtotal 342.1 391.5 159.0 190.1
Asia/Pacific 18.7 36.9 0.0 17.7
-------- -------- -------- --------
Total $ 360.8 $ 428.4 $ 159.0 $ 207.8
-------- -------- -------- --------
-------- -------- -------- --------
<CAPTION>
Gross Gross Gross Gross
Margin Margin Margin Margin
% % % %
- - - -
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Gross Margins
- -------------
Networks $ 27.6 18.3% $ 48.9 25.7% $ 11.9 17.3% $ 22.1 23.6%
Storage 11.3 33.1% 8.6 28.5% 3.8 32.2% 2.6 24.8%
Service 28.2 19.2% 39.9 25.0% 12.6 17.1% 19.9 24.8%
Other 4.4 44.0% 4.5 38.5% 2.1 44.7% 2.6 47.3%
-------- -------- -------- --------
Subtotal 71.5 20.9% 101.9 26.0% 30.4 19.1% 47.2 24.8%
Asia/Pacific 4.2 22.5% $ 9.2 25.0% $ 0.0 0.0% $ 4.5 25.4%
-------- -------- -------- --------
Total $ 75.9 21.0% 106.4 25.9% 32.5 19.1% 49.8 24.9%
-------- -------- -------- --------
-------- -------- -------- --------
</TABLE>
Networks revenue and gross margin declined against the comparable periods.
Sales of network connectivity products for the six months ended September 30,
1996 increased slightly when compared to the comparable period while the upward
trend was reduced by the 13.6% decline in sales for the three months ended
September 30, 1996 when compared against the comparable period. Networks gross
margin as a percentage of sales continued to decline from the prior year due to
the continued shift in sales mix away from higher margin fixed function display
and mainframe network products and to a higher volume of sales of lower margin
business partner products during the current year.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE SIX AND THREE MONTHS ENDED SEPTEMBER 30, 1996
Storage revenue for the six and three months ended September 30, 1996
increased 12.9% and 12.4%, respectively, when compared to their comparable
periods. The increases are mainly attributed to increased sales of tape
products offsetting the lower than expected revenues from the Company's other
midrange storage products. Storage margins as a percentage of revenues
increased in the current year primarily due to the stronger margins achieved on
the sales of tape products.
Service revenue declined 7.8% and 8.3% for the six months and three months
ended September 30, 1996, respectively. In the current year, growth in revenues
from advanced services was offset by the continued decline in revenues from
traditional maintenance. Service gross margin as a percentage of revenues
declined against the level achieved in the prior year as a result of the decline
in revenues from higher margin traditional maintenance contracts which have
largely been replaced with lower margin subcontracted services for cabling and
third party maintenance contracts. Additionally, price competition and product
mix changes have adversely impacted service margins.
Other revenue declined against the prior year due to a decline in lease and
brokerage revenues.
The Company estimates that the stronger U.S. dollar when compared with the
comparable periods unfavorably affected revenues, $7.6 million and $2.9 million,
and margins, $1.5 million and $.1 million for the six and three months ended
September 30, 1996, respectively.
Selling, general and administrative expenses for the six and three months
ended September 30, 1996, decreased $16.9 million and $8.4 million,
respectively, against the comparable periods. The reductions reflect the
continued effect of the Company's cost reduction programs. The stronger U.S.
dollar, when compared against the comparable period, favorably affected selling,
general and administrative expenses for the six and three months ended
September 30, 1996 by approximately $1.1 million and $.4 million, respectively.
Other income for the six and three months ended September 30, 1996
decreased approximately $5.5 million and $3.7 million, respectively, against the
prior comparable periods. In the prior year, gains realized from the sale of
assets of $2.7 million and $.5 million and foreign currency gains of $3.1
million and $3.4 million primarily account for the decrease between the
comparable periods.
No tax provision was recorded in the current year due to tax credits and
current year losses which are expected to result in no taxable income.
The Company does not believe that inflation has had a material impact on
its results of operations.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE SIX AND THREE MONTHS ENDED SEPTEMBER 30, 1996
The following unaudited condensed financial information presents a summary
of the consolidated results of non-U.S. operations for the six months ending
September 30, 1996 and 1995.
($ in millions) Six Months Six Months
Ended Ended
Sept. 30, 1996 Sept. 30, 1995
-------------- --------------
Revenues $ 187.6 $ 186.2
Gross Margin 38.6 48.2
Operating Expense 36.8 42.6
EBITDA 6.9 11.7
LIQUIDITY:
During the six months ended September 30, 1996, the Company's net loss
excluding the noncash charges for depreciation used cash of $14.2 million. Cash
was provided from the sale of the Asia Pacific operations ($25 million), from
decreased receivables ($24.1 million) and an increase in accounts payable ($1.5
million). These cash sources and existing cash balances were used to purchase
inventory ($5.9 million), pay for workforce reductions, closure costs and
unfavorable contractual obligations ($8.7 million), pay accrued interest ($2
million), reduce deferred tax assessments ($2.8 million), reduce debt
obligations ($11.6 million) and pay for capital additions ($1.5 million).
Additionally, the deferred revenues on contract maintenance which are generally
billed at the beginning of the calendar year and warranty obligations declined
$12.5 million during the period. As a result of the above, cash and cash
equivalents, including restricted cash deposits, declined $8.6 million.
During the quarter the Company completed the sale of its Asia/Pacific
operations for $25 million with which the Company used $9 million of the
proceeds to reduce debt and the remaining $16 million to meet working capital
requirements including accrued interest payments as agreed with the lenders to
its Credit Facilities.
Subsequent to the quarter end, the Company announced that on October 15,
1996, the U.S. operations filed for protection under Chapter 11 of the U.S.
Bankruptcy code with the intent to sell the U.S. operations. On November 1,
1996, the U.S. Bankruptcy Court approved the sale of substantially all of its
U.S. operations. The Company believes that the proceeds from such sales of the
U.S. operations will not be sufficient to pay all amounts due to the secured
lenders. The U.S. operations has secured debtor in possession financing to
assure continued operations during the completion of the sales and for the wind
down of the U.S. activities.
The bankruptcy filing by the U.S. operation is an event of default under
the Company's $100 million Restructured Credit Facility ("Restructured Credit
Facility") and the $12 million Term Loan Credit and Guaranty Agreement ("Term
Loan") (the Restructured Credit Facility and the Term Loan are collectively
referred to as "the Credit Facilities"). In addition, the Company is
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE SIX AND THREE MONTHS ENDED SEPTEMBER 30, 1996
in default of certain other covenants and debt repayment obligations under
the Credit Facilities. The proceeds from the sale of the U.S. operations
will not cure the events of default under the Credit Facilities. Discussions
are ongoing with the lenders to its Credit Facilities concerning the amounts
owing under the Credit Facilities and alternatives for the curing of
events of default.
In addition, the Company continues to emphasize working capital
management in its remaining operations, particularly accounts receivable and
inventory as potential sources of cash. The Company expects to also pursue
other non-operating sources of funds such as increased factoring of accounts
receivable, increased subsidiary lines of credit or, if necessary, undertake
further asset dispositions to attempt to satisfy the obligations of the lenders.
The Company believes that any solution to curing the events of default
would likely result in a substantial dilution of ownership of existing
shareholders of the Company. The ability of the Company to cure the events of
default is unknown at this time. Therefore, no assurances can be given that the
Company will be able to do so or what other actions might be necessary.
<PAGE>
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
At the annual meeting of stockholders held in Amsterdam on Monday,
September 30, 1996, the stockholders of Memorex Telex N.V. voted (i) 2,361,083
for, 100 against, and 116,790 abstaining to elect Peter H. Dailey to the
Management Board of the Company, (ii) 2,362,183 for, 0 against, and 116,790
abstained to elect Gregory S. Wood to the Management Board of the Company,
(iii)2,361,183 for, 0 against, and 116,790 abstaining to elect Brad Sowers to
the Management Board of the Company, (iv) 2,362,183 for, 0 against, and 116,790
abstaining to elect Anthony J. Barbieri to the Management Board of the Company,
(v)2,361.183 for, 0 against, and 116,790 abstaining to adopt the annual
financial statements contained in the Statutory Annual Report of Memorex Telex
N.V. for the fiscal year ended March 31, 1996, which also contains the Report of
the Management Board; and (vi) 2,361,83 for, 0 against, and 116,790 abstaining
to appoint Ernst & Young LLP as United States auditors for the Company and Moret
Ernst & Young LLP as Netherlands auditors for Memorex Telex N.V. for the fiscal
year ending March 31, 1997.
ITEM 5: OTHER INFORMATION
Effective October 1, 1996, Messrs. Joshua Harris and Michael Gross
resigned as members of the Supervisory Board of Directors of the Company.
ITEM 6: EXHIBITS AND REPORTS
Exhibit 27.1 FDS
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) 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.
MEMOREX TELEX N.V.
By: /s/Peter H. Dailey
------------------------------------
(Peter H. Dailey)
November 20, 1996 Chief Executive Officer
By: /s/David J. Faulkner
------------------------------------
(David J. Faulkner)
Managing Director
November 20, 1996 and Chief Financial Officer
By: /s/Greg Wood
------------------------------------
(Greg Wood)
Senior Vice President
November 20, 1996 and Chief Accounting Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER>1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> SEP-30-1996
<CASH> 18,261
<SECURITIES> 0
<RECEIVABLES> 72,302
<ALLOWANCES> (10,524)
<INVENTORY> 66,467
<CURRENT-ASSETS> 162,722
<PP&E> 23,984
<DEPRECIATION> (22,107)
<TOTAL-ASSETS> 200,510
<CURRENT-LIABILITIES> 370,185
<BONDS> 4,286
0
0
<COMMON> 1,338
<OTHER-SE> (298,908)
<TOTAL-LIABILITY-AND-EQUITY> 200,510
<SALES> 81,549
<TOTAL-REVENUES> 158,985
<CGS> 62,198
<TOTAL-COSTS> 128,672
<OTHER-EXPENSES> 39,826
<LOSS-PROVISION> 1,498
<INTEREST-EXPENSE> 5,653
<INCOME-PRETAX> (14,982)
<INCOME-TAX> 0
<INCOME-CONTINUING> (14,982)<F1>
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (14,982)
<EPS-PRIMARY> (.60)
<EPS-DILUTED> (.60)
<FN>
<F1>ON OCTOBER 15, THE COMPANY ANNOUNCED THAT THE U.S. OPERATION FILE FOR
PROTECTION UNDER CHAPTER 11 OF THE U.S. BANKRUPTCY CODE WITH THE INTENT TO SELL
THE U.S. OPERATIONS.
</FN>
</TABLE>
