<PAGE> 1
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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 quarterly period ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from _______ to _________
Commission File Number: 0-25038
----------------
THOMPSON PBE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 95-4215913
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
4553 GLENCOE AVENUE, SUITE 200
MARINA DEL REY, CALIFORNIA 90292
(Address of principal executive offices)
Registrant's telephone number, including area code: (310) 306-7112
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 as the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past ninety days.
YES X NO
--- ---
As of August 11, 1996, there were 8,692,438 shares of common stock outstanding.
Total number of sequential pages: 14
----
================================================================================
1
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THOMPSON PBE, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
ASSETS
JUNE 30, SEPTEMBER 30,
1996 1995
---- ----
<S> <C> <C>
Current assets:
Cash ................................................ $ 805 $ 665
Accounts receivable (net of allowances
of $898 and $592) .................................. 18,830 14,195
Inventory ........................................... 34,916 21,877
Prepaid expenses and other current assets ........... 5,140 3,748
-------- --------
Total current assets ............................... 59,691 40,485
Property and equipment, net ........................... 7,320 4,811
Intangible assets, net ................................ 51,397 35,282
Other assets .......................................... 1,366 1,330
-------- --------
$119,774 $ 81,908
======== ========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Current portion of long-term debt and obligations ... $ 5,814 $ 3,759
Accounts payable .................................... 12,617 8,901
Accrued expenses and other current liabilities ...... 4,999 6,208
-------- --------
Total current liabilities .......................... 23,430 18,868
Long-term debt and obligations ........................ 42,687 46,084
-------- --------
Total liabilities .................................. 66,117 64,952
Commitments ...........................................
Stockholders' equity:
Common stock ........................................ 9 6
Additional paid-in capital .......................... 61,429 28,277
Accumulated deficit ................................. (7,781) (11,327)
-------- --------
Total stockholders' equity ......................... 53,657 16,956
-------- --------
$119,774 $ 81,908
======== ========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
2
<PAGE> 3
THOMPSON PBE, INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(in thousands, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
JUNE 30, JUNE 30,
-------- --------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales ........................................... $48,958 $37,235 $128,084 $93,206
Cost of sales ....................................... 30,627 23,336 80,305 58,197
------- ------- -------- -------
Gross profit ........................................ 18,331 13,899 47,779 35,009
------- ------- -------- -------
Selling, general and administrative expenses ........ 13,684 10,158 37,133 26,447
Depreciation ........................................ 490 379 1,345 1,023
Amortization of intangible assets ................... 590 430 1,598 1,158
Interest expense .................................... 756 837 1,642 2,018
------- ------- -------- -------
Total ......................................... 15,520 11,804 41,718 30,646
------- ------- -------- -------
Income before provision for income
taxes and extraordinary item ...................... 2,811 2,095 6,061 4,363
Provision for income taxes .......................... 1,166 -- 2,515 --
------- ------- -------- -------
Income before extraordinary item .................... 1,645 2,095 3,546 4,363
Extraordinary item - early extinguishment of debt ... -- -- -- (445)
------- ------- -------- -------
Net income .......................................... $ 1,645 $ 2,095 $ 3,546 $ 3,918
======= ======= ======== =======
PER SHARE DATA:
Income before extraordinary item .................... $ 0.19 $ 0.31 $ 0.40 $ 0.53
Extraordinary item - early extinguishment of debt ... $ (0.07)
Net income per common and common
equivalent share after redemption of
redeemable capital stock .......................... $ 0.19 $ 0.31 $ 0.40 $ 0.46
Weighted average common and
common equivalent shares ............................ 8,834 6,667 8,849 6,190
<CAPTION>
COMPUTATION OF NET INCOME USED IN COMPUTING EARNINGS PER SHARE DATA
<S> <C> <C> <C> <C>
Income before taxes and extraordinary item .......... $ 2,811 $ 2,095 $ 6,061 $ 4,363
Redemption of redeemable stock ...................... -- -- -- (1,000)
Dividends accrued on preferred stock and
redeemable preferred stock ........................ -- -- -- (78)
------- ------- -------- -------
Income after redemption of redeemable stock, but
before income taxes and extraordinary item ........ 2,811 2,095 -- 3,285
Provision for income taxes .......................... (1,166) -- (2,515) --
------- ------- -------- -------
Income before extraordinary item .................... 1,645 2,095 3,546 3,285
Extraordinary item - early extinguishment of debt ... -- -- -- (445)
------- ------- -------- -------
Net income after redemption of
redeemable stock .................................. $ 1,645 $ 2,095 $ 3,546 $ 2,840
======= ======= ======== =======
</TABLE>
See accompanying notes to consolidated condensed financial statements.
3
<PAGE> 4
THOMPSON PBE, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
JUNE 30,
--------
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income ................................................ $ 3,546 $ 3,918
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization ........................... 2,944 2,181
Changes in deferred income taxes ........................ (1,928)
Extraordinary item - early extinguishment of debt ....... 445
Changes in operating assets and liabilities (Note 3) ... (9,297) (3,096)
-------- --------
Net cash provided by (used for) operating activities ...... (2,807) 1,520
-------- --------
Cash flows from investing activities:
Purchases of property and equipment ....................... (1,320) (1,187)
Cash paid to acquire companies ............................ (17,669) (21,244)
Increase in other assets .................................. (34) (85)
-------- --------
Net cash provided by (used for) investing activities ...... (19,023) (22,516)
-------- --------
Cash flows from financing activities:
Net borrowings (repayment) under line of credit ........... 24,268 (4,911)
Payment of financing fees and costs ....................... (754)
Issuance of long term debt ................................ 28,359
Repayment of long term obligations ........................ (35,523) (15,042)
Redemption of redeemable capital stock .................... (10,704)
Net proceeds from issuance of common stock ................ 33,225 24,394
-------- --------
Net cash provided by financing activities ................. 21,970 21,342
-------- --------
Net increase (decrease) in cash ........................... 140 346
Cash, beginning of period ................................. 665 564
-------- --------
Cash, end of period ....................................... $ 805 $ 910
======== ========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
4
<PAGE> 5
THOMPSON PBE, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. GENERAL
The consolidated condensed financial statements include the accounts of
Thompson PBE, Inc. and its wholly-owned subsidiaries (collectively, the
"Company"). All significant intercompany balances and transactions have been
eliminated in consolidation. The interim consolidated condensed financial
statements are unaudited. In the opinion of management, such financial
statements include all adjustments, consisting of only normal recurring entries,
necessary for a fair presentation of the Company's financial position, results
of operations and cash flows. These consolidated condensed financial statements
and the accompanying notes should be read in conjunction with the audited
consolidated financial statements and the accompanying notes for the fiscal year
ended September 30, 1995 included in the Company's Annual Report on Form 10-K.
The results of operations for the three month and nine month periods presented
is not necessarily indicative of results that may be expected for the full year.
2. COMPUTATION OF EARNINGS PER SHARE
Net income per share information is computed using the weighted average
number of shares of common stock outstanding and dilutive common equivalent
shares from stock options and warrants using the treasury stock method. Under
this method, primary net income per share is computed as if options and warrants
were exercised at the beginning of the period (or at time of issuance, if later)
and as if the funds obtained thereby were used to purchase common stock at the
average fair value per common share during the period.
Income used in computing the "Per Share Data" for the nine months ended June
30, 1995 has been reduced by the amount of dividends accrued during that period
on preferred stock and mandatorily redeemable common stock outstanding prior to
the Company's initial public offering. All such shares were redeemed in November
1994 in connection with the closing of that offering.
3. STATEMENTS OF CASH FLOWS
Increases (decreases) in operating cash flows arising from changes in
operating assets and liabilities, net of the effect of businesses acquired,
consist of the following (in thousands):
<TABLE>
<CAPTION>
Nine Months Ended
June 30,
--------
1996 1995
---- ----
<S> <C> <C>
Accounts receivable .......................... $ (958) $(1,657)
Inventory .................................... (7,735) (1,575)
Prepaid expenses and other current assets .... (861) (760)
Accounts payable ............................. 1,420 264
Other accrued liabilities .................... (2,053) (853)
Income taxes payable ......................... 890 1,485
------- -------
$(9,297) $(3,096)
======= =======
</TABLE>
Cash paid for interest during the nine months ended June 30, 1996 and 1995
was $1,417,000 and $1,497,000, respectively. Cash paid for income taxes for the
nine months ended June 30, 1996 and 1995 was $1,535,000 and $443,000,
respectively.
5
<PAGE> 6
THOMPSON PBE, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
4. ACQUISITIONS OF COMPANIES
The Company acquired ten businesses during the nine months ended June 30,
1996. The businesses acquired, the date of acquisition and the geographic
locations of the acquired businesses are as follows:
<TABLE>
<S> <C> <C>
California Division
- -------------------
Santa Clara Color, Inc. December 1995 Santa Clara, California
A & H Paint & Equipment Co. April 1996 Gardena, California
Southeast Division
- ------------------
Auto Paint & Equipment Co., Inc. January 1996 Winston Salem, North Carolina
Central Oil & Supply Co., Inc. January 1996 Florence, South Carolina
Automotive Paint and Supply, Inc. February 1996 Myrtle Beach, South Carolina
Auto Colorco, Inc. March 1996 Cullman, Alabama
Ralco Equipment Company April 1996 Tallahassee, Florida
Hialeah Painters, Inc. /
South Florida All Paints, Inc. June 1996 Hialeah, Florida
Mid-Atlantic Division
- ---------------------
Automotive Paint & Supply Co., Inc. April 1996 Roanoke, Virginia
Northeast Division
- ------------------
McNeil & Sons Auto Paint, Inc. March 1996 Worcester, Massachusetts
</TABLE>
The acquired companies operated 34 distribution sites prior to their acquisition
by the Company, with historical annual revenues in their most recent fiscal
years totaling approximately $48 million.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
The following discussion should be read in conjunction with the unaudited
consolidated condensed financial statements and accompanying notes, included in
Part I - Item 1 of this Quarterly Report, and the audited consolidated financial
statements and accompanying notes and Management's Discussion and Analysis of
Financial Condition and Results of Operations for the year ended September 30,
1995 contained in the Company's Annual Report on Form 10-K.
In October 1995, the Company completed a secondary public offering of its
common stock. A total of 3,450,000 shares were sold, of which 2,271,475 were
sold by the Company. The Company realized gross proceeds, net of the
underwriters' discounts, of $34.3 million. The net proceeds of the public
offering were used to repay debt outstanding under the Company's credit
agreement with Heller Financial, Inc. as agent and lender (the "1995 Credit
Agreement").
A key component of the Company's business strategy is to make add-on
acquisitions to augment its existing divisions and, if and when attractive
opportunities become available, to enter new geographic markets. As described in
Note 4 to the Condensed Consolidated Condensed Financial Statements, the Company
has completed the acquisition of ten businesses subsequent to September 30,
1995. The businesses acquired had combined annual sales for their most recent
fiscal years of approximately $48.0 million. In the ordinary course of its
business, the Company regularly evaluates, and enters into negotiations relating
to, potential acquisition opportunities. See Note 4 to the Consolidated
Condensed Financial Statements and "- Liquidity and Capital Resources."
This Report includes certain forward-looking statements regarding, among
other things, future operations and business performance of the Company which
are subject to significant risks and uncertainties. In addition to the matters
discussed herein, reference is made to the matters discussed under the caption
"Business -- Business Risks" for certain additional factors which will
potentially impact the future business results of the Company.
6
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONT.)
SEASONALITY AND OTHER VARIATIONS IN BUSINESS RESULTS
The Company's sales and operating results have historically varied
substantially from quarter to quarter due to certain factors and the Company
expects certain of these fluctuations to continue. Among these factors have been
the timing of acquisitions, the promptness with which the Company integrates
acquired businesses, seasonal buying patterns of the Company's customers,
weather, and the timing of supplier price increases and other incentive
programs. Historically, sales have slowed in the fall and early winter of each
year largely due to weather and the reduced number of business days during the
holiday season. As a result, financial performance for the Company's
distribution sites is generally lower during the first and second fiscal
quarters than during the other quarters of the fiscal year. In addition, the
timing of acquisitions may cause substantial fluctuations of operating results
from quarter to quarter. The Company's sales and operating results also vary due
to changes affecting the domestic wholesale aftermarket for automotive paint and
related supplies, such as the volume of warranty repair work and the level of
new and used car sales. Among other things, the Company believes that the
domestic wholesale aftermarket for automotive paint and related supplies was
adversely affected throughout calendar year 1995 by steps taken by the major
U.S. automobile manufacturers to substantially reduce multi-year warranty
programs as well as by decreased new car sales resulting in fewer trade-ins
(thereby reducing refurbishment work by dealers).
RESULTS OF OPERATIONS
Net sales. For the three months ended June 30, 1996, net sales increased by
$11.7 million, or 31.5%, to $49.0 million from $37.2 million for the three
months ended June 30, 1995. For the nine months ended June 30, 1996, net sales
increased by $34.9 million, or 37.4%, to $128.1 million from $93.2 million for
the nine months ended June 30, 1995. The increases in revenue were primarily
attributable to net sales resulting from acquisitions completed since June 30,
1995. Sales in existing operations increased slightly compared to the prior year
period, with a decrease in volume being more than offset by increased selling
prices. See" - Seasonality and Other Variations in Business Results."
Gross profit. Gross profit for the three months and nine months ended June
30, 1996 increased to $18.3 million and $47.8 million from $13.9 million and
$35.0 million, respectively, for the comparable periods in 1995. Gross profit as
a percentage of net sales of 37.4% and 37.3% for the three months and nine
months ended June 30, 1996, respectively, varied slightly from gross profit as a
percentage of net sales of 37.3% and 37.6% for the comparable periods in 1995.
Gross profit varies from period to period as a result of, among other factors,
increased selling prices arising from vendor price increases, discount and
rebate programs of large suppliers to the Company, the effects of changing
manufacturer paint lines of certain acquired businesses, and fluctuations in
discounts granted to large customers in certain geographic markets in which the
Company operates.
Selling, general and administrative expenses. Selling, general and
administrative expenses increased to $13.7 million and $37.1 million for the
three months and nine months ended June 30, 1996 from $10.2 million and $26.4
million, respectively, for the comparable periods in 1995. For the three months
and nine months ended June 30, 1996, selling, general and administrative
expenses were 28.0% and 29.0% of net sales as compared to 27.3% and 28.4% of net
sales for the three months and nine months ended June 30, 1995, respectively.
The increase in selling, general and administrative expenses as a percentage of
net sales for the three months and nine months ended June 30, 1996 as compared
to the year earlier periods is primarily attributable to the effects of
increased management infrastructure.
The absolute increase in selling, general and administrative expenses
reflects not only the increase in costs necessary to support the Company's rapid
growth, but also the additional administrative burden associated with the
acquisition of businesses located in two new geographic regions. Selling,
general and administrative expenses were favorably impacted by $611,000 (on a
pre-tax basis) in the nine months ended June 30, 1996 as the costs of
equipment furnished to customers are being amortized over eighteen months
commencing in fiscal 1996, whereas previously they had been expensed as
incurred. Such a reduction in selling costs was partially offset by an
increase in marketing costs related to the development of national sales
and training programs.
7
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONT.)
Depreciation and Amortization expense. Depreciation expense increased to
$490,000 in the three months ended June 30, 1996 from $379,000 in the three
months ended June 30, 1995. Depreciation expense increased to $1,345,000 in the
nine months ended June 30, 1996 from $1,023,000 in the nine months ended June
30, 1995. The increase in depreciation expense is attributable to an increase in
fixed assets related to the expanded operations of the Company. Amortization
expense for the three months ended June 30, 1996 increased to $590,000 from
$430,000 for the three months ended June 30, 1995. Amortization expense for the
nine months June 30, 1996 increased to $1,598,000 from $1,158,000 for the nine
months ended June 30, 1995. The increase reflects the net effect of an increase
in amortization expense relating to goodwill, offset by a decrease in
amortization expense relating to consulting agreements and covenants not to
compete with former employees of certain acquired companies. Depreciation and
amortization expenses are expected to continue to increase from period to period
as a result of continued acquisition activity by the Company.
Interest expense. Interest expense decreased to $756,000 and $1,642,000 for
the three months and nine months ended June 30, 1996, respectively, from
$837,000 and $2,018,000 in the comparable periods in 1995. The decrease in
interest expense reflects a reduction in the average debt outstanding as
compared to the year earlier periods. Interest expense in future periods will be
dependent upon fluctuations in outstanding debt balances, prevailing interest
rates and changes in the Company's ratio of senior debt to operating cash flow.
See "- Liquidity and Capital Resources."
Extraordinary item - early extinguishment of debt. A non-cash charge in the
amount of $445,000 was recorded in the three months ended December 31, 1994 in
connection with the write-off of certain unamortized deferred financing costs
related to loans which were repaid from proceeds of the Company's initial public
offering in November 1994.
Provision for income taxes. No provision for income taxes was recognized for
the three months and nine months ended June 30, 1995 as current taxes payable
for such period were offset by decreases in the Company's valuation allowance
applicable to its deferred tax assets.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity and capital resources have been significantly
impacted by acquisitions commencing with the initial acquisition of Thompson
Lacquer Company in May 1989. The Company historically has financed its business
activities and acquisitions principally through a combination of secured and
seller-provided borrowings, augmented by internally generated cash flow. In
October 1995, the Company completed a secondary public offering of its Common
Stock. A total of 3,450,000 shares were sold, of which 2,271,475 were sold by
the Company. The Company realized gross proceeds, net of the underwriters'
discounts, of $34.3 million. The proceeds of the public offering were used to
repay debt outstanding under the Company's 1995 Credit Agreement.
8
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONT.)
The Company had working capital of $36.3 million at June 30, 1996. In
addition to working capital, the Company's principal source of liquidity was the
1995 Credit Agreement. In late July 1996, the 1995 Credit Agreement was amended
to increase the amount available for borrowings under it to an aggregate amount
of $75 million, consisting of (i) a revolving credit facility of $18.0 million,
(ii) a term loan of $30.0 million, and (iii) an acquisition loan facility of
$27.0 million. The majority of debt outstanding under the agreement at the date
of the amendment was converted into the term loan portion of the credit
facility. As of July 30, 1996 the Company had available to it revolving credit
loans and acquisition loans of $42.9 million under the amended 1995 Credit
Agreement.
Cash used by operating activities was $2.8 million for the nine months ended
June 30, 1996 as compared to cash provided by operations of $1.5 million for the
year earlier period. The change in cash used for operations for the nine months
ended June 30, 1995 as compared to the year earlier period is attributable
primarily to a use of cash in connection with increases in inventory balances.
At June 30, 1996 the Company's Southeast division was in a transition period of
changing its inventory replenishment methods from a centralized distribution
method to a method under which manufacturers ship products directly to the
Company's distribution sites.
The Company's investing activities used cash totaling $17.7 million to
acquire businesses during the nine months ended June 30, 1996, as compared to a
use of cash of $21.2 million to acquire businesses during the nine months ended
June 30, 1995. In addition, the Company had capital expenditures of $1,320,000
and $1,187,000 in the nine months ended June 30, 1996 and 1995, respectively.
Capital expenditures were primarily for refurbishment of distribution sites,
upgrades of computer systems and the replacement of delivery vehicles.
Management of the Company presently believes that cash flow from operations,
together with present sources of liquidity and borrowing capacity under its 1995
Credit Agreement, will be sufficient to support operations and general business
and liquidity requirements for at least the next twelve months. The Company, in
the ordinary course of its business, regularly evaluates, and enters into
negotiations relating to, potential acquisition opportunities. To finance future
acquisitions, the Company expects to utilize its 1995 Credit Agreement, as
amended, seller financing and cash flow from operations. Depending on market
conditions, the Company may also incur additional indebtedness or issue equity
securities. There can be no assurance that such additional capital, if and when
required, will be available on terms acceptable to the Company, or at all.
9
<PAGE> 10
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Registrant's annual meeting of stockholders was held on
February 15, 1996.
(b) The following directors were elected at the meeting:
<TABLE>
<CAPTION>
For Withheld
--- --------
<S> <C> <C>
D. Hunt Ramsbottom, Jr. 7,026,324 18,050
Mortimer A. Kline, III 7,025,094 19,280
Frank C. Alexander 7,021,124 23,250
David L. Ferguson 7,027,124 17,250
John D. Roach 7,021,124 23,250
Louis A. Simpson 7,027,124 17,250
</TABLE>
(c) The other matters voted upon at the meeting and results of
those votes were as follows:
<TABLE>
<CAPTION>
For Opposed Abstained Broker Non-Votes
--- ------- --------- ----------------
<S> <C> <C> <C> <C>
To approve an amendment 5,616,995 1,236,948 9,931 180,500
to the Company's 1994 Stock
Option Plan to increase the
shares reserved for issuance to
965,000 shares.
<CAPTION>
For Opposed Abstained Broker Non-Votes
--- ------- --------- ----------------
<S> <C> <C> <C> <C>
To approve adoption of the 6,796,254 64,669 2,951 180,500
Company's Stock Option
Plan for Outside Directors.
</TABLE>
The foregoing matters are described in more detail in the Registrant's
definitive proxy statement for the Annual Meeting of Stockholders dated
January 5, 1996.
ITEM 5. OTHER INFORMATION
None.
10
<PAGE> 11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
<TABLE>
<CAPTION>
Sequential
Description Page Number
----------- -----------
<S> <C> <C>
Exhibit 11.1 Computation of Net Income per Common and Common
Equivalent Share. 13
</TABLE>
(b) REPORTS ON FORM 8-K
None.
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.
THOMPSON PBE, INC.
(Registrant)
Date: August 13, 1996 /s/ Charles E. Barrantes
----------------------------------------
Charles E. Barrantes
Executive Vice President and
Chief Financial Officer
/s/ Michael O'Donovan
----------------------------------------
Michael O'Donovan
Vice President and Corporate Controller
(Principal Accounting Officer)
12
<PAGE> 1
Exhibit 11.1
THOMPSON PBE, INC.
COMPUTATION OF NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30
-------
1996 1995
---- ----
<S> <C> <C>
Common stock outstanding, beginning of period ................... 8,663,421 6,346,268
Exercise of stock options ....................................... 29,017 58,756
Retirement of stock used to pay for exercise of stock options ... -- (13,078)
---------- ----------
Common stock outstanding, end of period ......................... 8,692,438 6,391,946
========== ==========
PER SHARE DATA:
Weighted average shares outstanding during the period,
assuming exercise of options and warrants ...................... 9,159,427 6,933,833
Shares assumed to be repurchased under the treasury stock
method at an assumed fair market value per share of $11.36
and $15.97 at June 30, 1996 and 1995, respectively .............. (325,412) (266,353)
---------- ----------
Total shares used in computing Earnings Per Share data ............ 8,834,015 6,667,480
========== ==========
Net income available to
common stockholders ............................................. $1,645,000 $2,095,000
========== ==========
EARNINGS PER SHARE DATA:
Net income per common and common
equivalent share ................................................ $ 0.19 $ 0.31
</TABLE>
13
<PAGE> 2
Exhibit 11.1
THOMPSON PBE, INC.
COMPUTATION OF NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE
<TABLE>
<CAPTION>
NINE MONTHS ENDED
JUNE 30
-------
1996 1995
---- ----
<S> <C> <C>
Common stock outstanding, beginning of period ............................ 6,391,946 2,908,063
Exercise of stock options ................................................ 29,017 58.756
Retirement of stock used to pay for exercise of stock options ............ -- (13,078)
Issuance of common stock in connection with
initial public offering ................................................. 2,450,000
Issuance of common stock in connection with public offering .............. 2,271,475
Conversion of convertible preferred stock ................................ 622,596
Exercise of Heller stock warrant ......................................... 365,609
---------- -----------
Common stock outstanding, end of period .................................. 8,692,438 6,391,946
========== ===========
HISTORICAL PER SHARE DATA:
Weighted average shares outstanding during the period,
assuming exercise of options and warrants ............................... 9,154,084 6,473,069
Shares assumed to be repurchased under the treasury stock
method at an average fair market value per share of $13.95 and $13.78
at June 30, 1996 and 1995, respectively ................................. (304,589) (282,578)
---------- -----------
Total shares used in computing Historical Per Share data ................. 8,849,495 6,190,491
========== ===========
Income before extraordinary item ......................................... $3,546,000 $ 4,363,000
Less: redemption of redeemable capital stock ............................. (1,000,000)
Less: dividends accrued on preferred stock and
redeemable preferred stock ............................................ (78,000)
-----------
Income available to common stockholders
before extraordinary item ............................................ 3,285,000
Extraordinary item - early extinguishment of debt ........................ (445,000)
---------- -----------
Net income used in computing Historical Per Share data ................... $3,546,000 $ 2,840,000
========== ===========
Income per share before extraordinary item ............................... $ 0.40 $ 0.53
Extraordinary item - early extinguishment of debt ........................ $ (0.07)
Net income per share ..................................................... $ 0.40 $ 0.46
</TABLE>
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED CONDENSED BALANCE SHEET AND STATEMENT OF INCOME AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> JUN-30-1996
<CASH> 805
<SECURITIES> 0
<RECEIVABLES> 19,728
<ALLOWANCES> (898)
<INVENTORY> 34,916
<CURRENT-ASSETS> 59,691
<PP&E> 13,486
<DEPRECIATION> (6,166)
<TOTAL-ASSETS> 119,774
<CURRENT-LIABILITIES> 23,430
<BONDS> 0
0
0
<COMMON> 9
<OTHER-SE> 53,648
<TOTAL-LIABILITY-AND-EQUITY> 119,774
<SALES> 48,958
<TOTAL-REVENUES> 48,958
<CGS> 30,627
<TOTAL-COSTS> 13,684
<OTHER-EXPENSES> 1,080
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 756
<INCOME-PRETAX> 2,811
<INCOME-TAX> 1,166
<INCOME-CONTINUING> 1,645
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,645
<EPS-PRIMARY> 0.19
<EPS-DILUTED> 0.19
</TABLE>
