<PAGE> 1
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, 1999
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number: 0-26580
AMERICAN COIN MERCHANDISING, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 84-1093721
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5660 CENTRAL AVENUE, BOULDER, COLORADO 80301
(Address of principal executive offices)
(Zip Code)
(303) 444-2559
(Registrant's telephone number)
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 proceeding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
OUTSTANDING AT
CLASS AUGUST 1, 1999
----- --------------
Common Stock, $0.01 par value 6,475,069 shares
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AMERICAN COIN MERCHANDISING, INC.
INDEX
<TABLE>
<CAPTION>
PART 1 FINANCIAL INFORMATION. PAGE
<S> <C>
Item 1. Financial Statements
Consolidated Condensed Balance Sheets
June 30, 1999 and December 31, 1998......................................... 3
Consolidated Condensed Statements of Operations for the Three Months and
Six Months Ended June 30, 1999 and 1998..................................... 4
Consolidated Condensed Statement of Stockholders' Equity for the
Six Months Ended June 30, 1999.............................................. 5
Consolidated Condensed Statements of Cash Flows for the
Six Months Ended June 30, 1999 and 1998..................................... 6
Notes to Consolidated Condensed Financial Statements.......................... 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations..................................................... 8
PART II OTHER INFORMATION.
Item 4. Submission of Matters to a Vote of Security Holders................................ 12
Item 6. Exhibits and Reports on Form 8-K................................................... 12
</TABLE>
2
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AMERICAN COIN MERCHANDISING, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands, except per share data)
<TABLE>
<CAPTION>
ASSETS
JUNE 30, DECEMBER 31,
1999 1998
--------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents ........................................................ $ 1,246 $ 2,247
Trade accounts and other receivables ............................................. 1,686 1,814
Inventories ...................................................................... 12,976 12,579
Prepaid expenses and other assets ................................................ 2,252 1,581
--------- ---------
Total current assets ......................................................... 18,160 18,221
--------- ---------
Property and equipment, at cost:
Vending machines ................................................................. 49,397 46,704
Vehicles ......................................................................... 6,957 7,082
Office equipment, furniture and fixtures ......................................... 3,537 3,074
--------- ---------
59,891 56,860
Less accumulated depreciation .................................................... (16,956) (13,381)
--------- ---------
Property and equipment, net .................................................. 42,935 43,479
--------- ---------
Placement fees, net of accumulated amortization of $755 in 1999 and $480 in 1998 .... 798 732
Costs in excess of assets acquired and other intangible assets, net of accumulated
amortization of $3,086 in 1999 and $1,817 in 1998 ................................ 47,222 48,333
Other assets, net of accumulated amortization of $407 in 1999 and $199 in 1998 ...... 926 1,017
--------- ---------
Total assets ................................................................. $ 110,041 $ 111,782
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt ................................................ $ 2,298 $ 2,155
Accounts payable ................................................................. 3,396 3,441
Accrued commissions .............................................................. 1,299 1,630
Other accrued expenses ........................................................... 1,645 1,760
--------- ---------
Total current liabilities .................................................... 8,638 8,986
Long-term debt, net of current portion .............................................. 49,074 50,310
Other liabilities ................................................................... 1,763 2,000
Deferred income taxes ............................................................... 1,346 1,346
--------- ---------
Total liabilities ............................................................ 60,821 62,642
--------- ---------
Company obligated mandatorily redeemable preferred securities of subsidiary trust
holding solely junior subordinated debentures .................................... 15,517 15,492
Stockholders' equity:
Preferred stock, $.10 par value (Authorized 500 shares; none issued) ............. -- --
Common stock, $.01 par value (Authorized 20,000 shares; issued and
outstanding 6,475 shares) ...................................................... 65 65
Additional paid-in-capital ....................................................... 21,989 21,989
Retained earnings ................................................................ 11,649 11,594
--------- ---------
Total stockholders' equity ................................................... 33,703 33,648
--------- ---------
Total liabilities and stockholders' equity ................................... $ 110,041 $ 111,782
========= =========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
3
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AMERICAN COIN MERCHANDISING, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenue:
Vending ...................................................... $ 28,800 $ 20,094 $ 56,566 $ 37,709
Franchise and other .......................................... 1,442 868 2,823 2,014
-------- -------- -------- --------
Total revenue ............................................ 30,242 20,962 59,389 39,723
-------- -------- -------- --------
Cost of revenue:
Vending, excluding related depreciation and amortization ..... 19,519 12,856 37,735 24,436
Depreciation and amortization ................................ 1,956 1,250 3,898 2,339
-------- -------- -------- --------
Total cost of vending .................................... 21,475 14,106 41,633 26,775
Franchise and other .......................................... 827 579 1,793 1,267
-------- -------- -------- --------
Total cost of revenue .................................... 22,302 14,685 43,426 28,042
-------- -------- -------- --------
Gross profit ............................................. 7,940 6,277 15,963 11,681
General and administrative expenses ............................. 5,648 3,542 10,959 6,817
Depreciation and amortization ................................... 783 262 1,562 450
-------- -------- -------- --------
Operating earnings ....................................... 1,509 2,473 3,442 4,414
Interest expense, related parties ............................... -- 8 -- 19
Interest expense, other, net .................................... 1,686 353 3,360 460
-------- -------- -------- --------
(Loss) earnings before income taxes ...................... (177) 2,112 82 3,935
Benefit (provision) for income taxes ............................ 58 (739) (27) (1,377)
-------- -------- -------- --------
Net (loss) earnings ...................................... $ (119) $ 1,373 $ 55 $ 2,558
======== ======== ======== ========
Basic (loss) earnings per share of common stock .......... $ (0.02) $ 0.21 $ 0.01 $ 0.40
Diluted (loss) earnings per share of common stock ........ $ (0.02) $ 0.21 $ 0.01 $ 0.38
Basic weighted average common shares ..................... 6,475 6,469 6,475 6,463
Diluted weighted average common shares ................... 6,475 6,678 6,481 6,664
</TABLE>
See accompanying notes to consolidated condensed financial statements.
4
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AMERICAN COIN MERCHANDISING, INC.
CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
(in thousands)
<TABLE>
<CAPTION>
ADDITIONAL TOTAL
COMMON PAID-IN RETAINED STOCKHOLDERS'
STOCK CAPITAL EARNINGS EQUITY
------- ---------- -------- ------------
<S> <C> <C> <C> <C>
DECEMBER 31, 1998 ............ $ 65 $21,989 $11,594 $33,648
Net earnings .............. -- -- 55 55
------- ------- ------- -------
JUNE 30, 1999 ................ $ 65 $21,989 $11,649 $33,703
======= ======= ======= =======
</TABLE>
See accompanying notes to consolidated condensed financial statements.
5
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AMERICAN COIN MERCHANDISING, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
1999 1998
-------- --------
<S> <C> <C>
Operating activities:
Net earnings ........................................................... $ 55 $ 2,558
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation and amortization ...................................... 5,717 2,791
Compensation expense related to stock options ...................... -- 10
Changes in operating assets and liabilities:
Trade accounts and other receivables ........................... 128 319
Inventories .................................................... (397) (1,144)
Prepaid expenses and other assets .............................. (671) (1,359)
Income taxes payable ........................................... -- 67
Accounts payable, accrued expenses and other liabilities ....... (846) 5,310
-------- --------
Net cash provided by operating activities ........................ 3,986 8,552
-------- --------
Investing activities:
Acquisitions of property and equipment, net ............................ (3,373) (10,668)
Acquisition of franchisees and others .................................. (159) (36,147)
Placement fees ......................................................... (362) (267)
-------- --------
Net cash used in investing activities ............................ (3,894) (47,082)
-------- --------
Financing activities:
Net borrowings on credit facility ...................................... 16 41,795
Principal payments on long-term debt ................................... (1,109) (765)
Principal payments on notes payable to Control Group ................... -- (337)
Acquisition of warrants ................................................ -- (492)
Exercise of employee stock options ..................................... -- 90
-------- --------
Net cash provided by (used in) financing activities .............. (1,093) 40,291
-------- --------
Net (decrease) increase in cash and cash equivalents ............. (1,001) 1,761
Cash and cash equivalents at beginning of period .......................... 2,247 1,929
-------- --------
Cash and cash equivalents at end of period ................................ $ 1,246 $ 3,690
======== ========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
6
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AMERICAN COIN MERCHANDISING, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
American Coin Merchandising, Inc., d/b/a Sugarloaf Creations, Inc. and
American Coin Merchandising Trust I (the "Company") and its franchisees own and
operate coin-operated skill-crane machines ("Shoppes") that dispense stuffed
animals, plush toys, watches, jewelry and other items. The Company's Shoppes are
placed in supermarkets, mass merchandisers, bowling centers, truck stops, bingo
halls, bars, restaurants, warehouse clubs and similar locations. The Company
also operates bulk vending equipment, kiddie rides and video equipment that are
located primarily in supermarkets and mass merchandisers. At June 30, 1999, the
Company had 41 field offices with operations in 41 states and there were 12
Company franchisees operating in 16 territories.
The accompanying consolidated condensed financial statements have been
prepared, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. Certain amounts for prior periods have been reclassified to conform
to the June 30, 1999 presentation. Although the Company believes that the
disclosures are adequate to make the information presented not misleading, it is
suggested that these consolidated condensed financial statements be read in
connection with the financial statements and notes thereto included in the
Company's annual report on Form 10-K for the year ended December 31, 1998.
In the opinion of the Company, the accompanying consolidated condensed
financial statements include all adjustments (consisting of normal recurring
accruals and adjustments) required to present fairly the Company's financial
position at June 30, 1999 and December 31, 1998, and the results of their
operations for each of the three month and six month periods ended June 30, 1999
and 1998, and the cash flows for each of the six month periods then ended.
The operating results for the six months ended June 30, 1999 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1999.
2. SUPPLEMENTAL DISCLOURES OF CASH FLOW INFORMATION
A schedule of supplemental cash flow information follows (in thousands):
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
1999 1998
------ ------
<S> <C> <C>
Cash paid during the period:
Interest paid ...................................................... $2,008 $ 335
Income taxes paid .................................................. -- 1,309
Significant noncash investing and financing activity--
notes payable issued for acquisition of franchisees and others ..... -- 3,500
</TABLE>
3. EARNINGS PER SHARE
Basic (loss) earnings and diluted (loss) earnings per share are computed by
dividing (loss) earnings available to common stockholders by the weighted
average number of common shares outstanding during the period and by all
dilutive potential common shares outstanding during the period, respectively.
The weighted average number of shares used in the computation of basic (loss)
earnings per share were 6,475,069 and 6,468,760 for the three months ended June
30, 1999 and 1998 and 6,475,069 and 6,463,025 for the six months ended June 30,
1999 and 1998, respectively. The weighted average number of shares used in the
computation of diluted earnings per share were 6,475,069, as including potential
common shares is anti-dilutive, and 6,678,106 for the three months ended June
30, 1999 and 1998 and 6,481,354 and 6,663,652 for the six months ended June 30,
1999 and 1998, respectively.
4. INCOME TAXES
Quarterly income taxes are computed using the anticipated effective tax
rate for the year.
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
Except for the historical information contained herein, the following discussion
contains forward-looking statements that involve risks and uncertainties. The
Company's actual results could differ materially from those discussed here.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed in this section and the Company's Form 10-K for the
year ended December 31, 1998.
GENERAL
Substantially all of the Company's revenue and gross profit is derived from
Company-owned Shoppes. The Company's revenue and gross profit in a particular
period is directly related to the number of Shoppes in operation during the
period. Management believes that the Company's business is somewhat seasonal,
with average revenue per machine per week greater during the Easter and
Christmas periods. Vending revenue represents cash receipts from customers using
vending machines and is recognized when collected. The cost of vending revenue
is comprised of the cost of vended product, location commissions, depreciation
and direct service cost.
Franchise and other revenue represents the Company's percentage of gross
vending revenue generated by Shoppes owned and operated by franchisees, as well
as product sold to franchisees. Product sold to the franchisees consists of
goods to vend in Shoppes. Equipment sales to the franchisees have been done on a
pass-through basis from the Company's main suppliers. The Company anticipates
that franchise and other revenue will increase in the future as a result of the
sale of product to non-franchisee customers.
REVENUE
Total revenue for the first six months of 1999 increased 49.5% to $59.4
million from $39.7 million for the same period in 1998. For the second quarter
of 1999, total revenue increased 44.3% to $30.2 million as compared to $21.0
million for the same period in 1998.
Vending revenue increased $18.9 million or 50.0% for the first six months
of 1999 to $56.6 million from $37.7 million for the comparable period in 1998,
primarily as a result of a 53.3% increase in the average number of Shoppes in
place during the first six months of 1999 compared to the average number in
place during the same period in 1998. For the second quarter of 1999, vending
revenue increased $8.7 million or 43.3 % to $ 28.8 million as compared to the
same period in 1998. The average number of machines in place during the second
quarter of 1999 increased by 44.8% as compared to the second quarter of 1998.
The Company has recently experienced substantial revenue growth, however,
there can be no assurance that the Company will continue to grow at historical
rates or at all. The Company's ability to generate increased revenue and achieve
higher levels of profitability will depend upon its ability and the ability of
its franchisees to place additional Shoppes as well as to maintain or increase
the average financial performance of the Shoppes. The Company's ability to place
additional Shoppes depends on a number of factors beyond the Company's control,
including general business and economic conditions. Installation of additional
Shoppes will also depend, in part, upon the Company's ability to secure
additional national and regional supermarket, mass merchandiser and restaurant
chain accounts and to obtain approval to place additional Shoppes in individual
locations of such accounts. The Company, its franchisees and their suppliers
also may be unable to place and adequately service additional Shoppes.
The Company has recently completed a number of acquisitions (15
acquisitions since June 1, 1996, including ten acquisitions since October 1,
1997). For example, the Company's results were effected by the interest expense
and amortization of goodwill related to the acquisitions completed in the second
half of 1998. The Company's results were also affected by the costs associated
with the integration of operational and administrative functions. There can be
no assurance that the Company will be able to integrate the businesses it has
acquired successfully or in a timely manner in accordance with its strategic
objectives. Failure to effectively and efficiently integrate acquired businesses
could have a material adverse effect on the Company's business, financial
condition and results of operations.
Franchise and other revenue increased $809,000 or 40.2% to $2.8 million for
the first six months of 1999 as compared to the same period in 1998 due to an
increase in product sales to non-franchisees offset by lower product and machine
sales and franchise royalties from franchisees due to the acquisition of
franchisees by the Company. For the second quarter of 1999, franchise and other
revenue increased $574,000 or 66.1% to $1.4 million compared to the same period
in 1998.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED).
COST OF REVENUE AND GROSS PROFIT
The cost of vending operations for the first six months of 1999 increased
$14.9 million or 55.5% to $41.6 million from $26.8 million for the comparable
period in 1998. The vending operation's contribution to gross profit for the
first six months of 1999 increased to $14.9 million, which represents a 36.6%
increase over gross profit from vending operations realized in the same period
in 1998. The vending gross profit achieved during the first six months of 1999
was 26.4 % of vending revenue, which represents a 2.6 percentage point decrease
from the gross profit achieved during the first six months of 1998. For the
second quarter of 1999, the cost of vending increased $7.4 million or 52.2% to
$21.5 million from $14.1 million for the comparable period in 1998. Vending
gross profit realized during the second quarter of 1999 was $7.3 million or 25.4
% of vending revenue as compared to $6.0 million or 29.8% for the second quarter
of 1998.
The cash vending gross profit (vending revenue minus cost of vended
product, location commissions and direct service cost) achieved during the first
six months of 1999 was 33.3% of vending revenue, which is 1.9 percentage points
lower than the cash vending gross profit achieved during the first half of 1998.
The cash vending gross profit for the current quarter is 3.8 percentage points
lower than the cash vending gross profit achieved during the fourth quarter of
1998. The Company attributes the shortfall primarily to the higher cost of Star
Wars product utilized during the second quarter of 1999 which failed to generate
the level of anticipated customer interest and higher skill-crane machine
commission rates paid to locations resulting from contracts assumed as a result
of the Plush 4 Play acquisition. During the second quarter, the Company
continued the redeployment of machines by transferring over 315 machines to
better locations. While the Company has taken these steps, there can be no
assurance that such efforts will continue to have a positive impact on the
performance of the Shoppes.
Substantially all the Company's plush toys and other products dispensed
from the Shoppes are produced by foreign manufacturers. A majority are purchased
directly by the Company from manufacturers in the People's Republic of China
("China"). The Company purchases its other products indirectly from vendors who
obtain a significant percentage of such products from foreign manufacturers. As
a result, the Company is subject to changes in governmental policies, the
imposition of tariffs, import and export controls, transportation delays and
interruptions, political and economic disruptions and labor strikes which could
disrupt the supply of products from such manufacturers. Among other things, the
loss of China's "most favored nation" status under U.S. tariff laws could result
in a substantial increase in the import duty of certain products manufactured in
China, which could result in substantially increased costs for certain products
purchased by the Company which could have a material adverse effect on the
Company's financial condition and results of operations.
Gross profit on franchise and other revenue for the first six months of
1999 increased to $1.0 million or 36.5% of franchise and other revenue, which is
.6 percentage points lower than the gross margin percentage achieved for the
same period in 1998. For the second quarter of 1999, gross profit on franchise
and other revenue increased to $615,000 or 42.7% of franchise and other revenue,
as compared to $289,000 or 33.3% of franchise and other revenue for the second
quarter of 1998. The increase in gross profit on franchise and other revenue is
due primarily to an increase in margins from our Plush 4 Play operations as well
as a reduction in equipment sales to franchisees.
OPERATING EXPENSE
General and administrative expenses and depreciation and amortization as a
percentage of revenue increased to 21.1% for the first six months of 1999, as
compared to 18.3% for the comparable period in 1998. The increase in general and
administrative expenses results primarily from an increase in sales and use
taxes and corporate and management compensation resulting from the additional
operating and satellite offices opened, amortization of goodwill and other
general and administrative expenses related to the acquisitions made by the
Company during second half of 1998. The Company anticipates higher general and
administrative expenses to continue through 1999.
OPERATING EARNINGS
Operating earnings for the first six months of 1999 decreased 22.0% to $3.4
million, or 5.8% of total revenue, as compared to $4.4 million, or 11.1% of
total revenue for the comparable period in 1998. The decrease in operating
earnings as a percentage of revenue results primarily from the lower gross
margin achieved from the vending operation, lower franchise royalties and the
increase in general and administrative expenses.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED).
NON OPERATING INCOME (EXPENSE)
Interest expense for the first six months of 1999 increased $2.9 million to
$3.4 million as compared to the same period in 1998. Interest expense for the
second quarter of 1999 increased $1.3 million to $1.7 million as compared to the
same period in 1998. The increase in interest expense relates to the
acquisitions made by the Company in the second half of 1998. The Company's
interest expense is directly related to its level of borrowings and changes in
the underlying interest rates.
NET EARNINGS AND NET EARNINGS PER SHARE
Net earnings for the first six months of 1999 decreased to $55,000, or .1%
of total revenue, as compared to net earnings of $2.6 million for the comparable
period in 1998. The net loss for the second quarter of 1999 was $119,000 as
compared to net earnings of $1.4 million for the comparable period in 1998. The
diluted loss per share for the second quarter of 1999 was $0.02, as compared to
net earnings per share of $0.21 for the comparable period in 1998. Diluted
weighted average common shares for the second quarter of 1999 were 6,475,069, as
including potential common shares is anti-dilutive, as compared to 6,678,106 for
the comparable period in 1998. Diluted earnings per share for the first six
months of 1999 decreased to $0.01, as compared to $0.38 for the comparable
period in 1998. Diluted weighted average common shares for the first six months
of 1999 were 6,481,354 as compared to 6,663,652 for the comparable period in
1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity and capital resources
historically have been cash flows from operations, borrowings under the
Company's bank credit facilities and issuances of its equity securities. These
sources of cash flows have been offset by cash used for acquisitions, investment
in skill-crane machines, other amusement vending businesses and payment of
long-term borrowings.
Net cash provided by operating activities was $4.0 million and $8.6 million
for the six months ended June 30, 1999 and 1998, respectively. The Company
anticipates that cash will continue to be provided by operations as additional
skill-crane machines and other amusement devices are placed in service. Cash
required in the future is expected to be funded by existing cash and cash
provided by operations, borrowings under the Company's credit facility and the
issuances of debt securities or sale of equity securities.
Net cash used in investing activities was $3.9 million and $47.1 million
for the six months ended June 30, 1999 and 1998, respectively. Capital
expenditures for the six months ended June 30, 1999 and 1998 amounted to $3.4
million and $10.7 million, respectively, of which $2.7 million and $8.7 million
was represented by the acquisition of skill-crane and other machines. The
acquisition of franchisees and other amusement vending businesses in 1998 used
$36.1 million.
Net cash used by financing activities was $1.1 million in the six months
ended June 30, 1999 and net cash provided was $40.3 million for the six months
ended June 30, 1998. Financing activities consist of advances and repayments on
the Company's credit facility and other debt obligations and in 1998 the
repurchase of warrants.
Under its current Credit Facility, the Company may borrow up to $55.0
million less interest reserve of $1.0 million at the bank's prime interest rate
(7.75% at June 30, 1999) or, at the Company's option, an interest rate based on
the current LIBOR rate. The Credit Facility is available through July 13, 2001
and at June 30, 1999 there was a principal amount of approximately $46.6 million
outstanding and $6.8 million available under the facility. The credit facility
provides that certain financial ratios be met and places restrictions on, among
other things, the occurrence of additional debt financing and the payment of
dividends. The Company was in compliance with such financial ratios and
restrictions at June 30, 1999.
The Company may use a portion of its capital resources to effect
acquisitions of franchisees. Because the Company cannot predict the timing or
nature of acquisition opportunities, or the availability of acquisition
financing, the Company cannot determine the extent to which capital resources
may be used. Company management believes that funds generated from operations,
borrowings available under its credit facility, the Company's ability to
negotiate additional and enhanced credit agreements and to sell additional
equity securities will be sufficient to meet the Company's foreseeable operating
and capital expenditure needs.
YEAR 2000 COMPLIANCE
The Year 2000 issue refers to the fact that certain management information
systems use two digit date fields which recognize dates using the assumption
that the first two digits are "19" (i.e., the number 98 is recognized as the
year
10
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED).
1998). When the year 2000 occurs, these systems could interpret the year as 1900
versus 2000, which in turn, could result in system failures or miscalculations
causing disruptions to the Company and its suppliers.
To address the issue, the Company has established a compliance team that
includes outside consulting staff. The team has instituted a multi-phase plan
that includes; inventorying all computer systems, software and business
equipment to assess the impact of the Year 2000; obtaining documentation from
each software vendor to ascertain their compliance; developing solution plans
related to upgrading, modifying or replacing affected systems; and obtaining
documentation from significant suppliers stating their Year 2000 readiness.
The compliance team has determined that the Company's critical operating
systems, accounting systems, computer systems and business equipment are the
major resources that are affected by the Year 2000 issue. While certain of these
systems will need to be upgraded or replaced, the identified systems and or
programs are primarily "off the shelf" products with Year 2000 updates
available. The Company expects to have these systems fully compliant by
September 30, 1999.
As a part of its Year 2000 plan, the Company is in the process of
contacting its significant suppliers to determine the extent to which the
systems of such suppliers are Year 2000 compliant. The Company will continue to
contact its suppliers in an effort to minimize any potential Year 2000
compliance impact, however, it is not possible to guarantee their compliance.
The total cost for the Year 2000 has been and is expected to be minimal.
Management believes that it has an effective plan in place to adequately
address the Year 2000 issue in a timely manner. Nevertheless, failure of third
parties upon which the Company's business relies could result in disruption of
the Company's supply of equipment and other general problems related to daily
operations. In addition, disruptions in the economy generally resulting from
Year 2000 issues could adversely effect the Company. Although, the Company
believes its Year 2000 plan will adequately address the Company's internal
issues, the overall risks associated with the Year 2000 issue cannot be fully
identified until the Company receives more responses from significant suppliers.
Accordingly, the amount of potential liability and lost revenue, if any, cannot
be reasonably estimated at this time.
11
<PAGE> 12
PART II. OTHER INFORMATION.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders was held on June 25, 1999, at which the
stockholders elected six directors to each serve until the next annual meeting
of stockholders and until their successor is elected and has qualified or until
such director's death, resignation or removal, and the ratification of the
selection of KPMG LLP as independent auditors of the Company for its fiscal year
ending December 31, 1999. Votes were cast as follows:
<TABLE>
<CAPTION>
Votes Against
Votes For Or Withheld Votes Abstained Broker Non-Votes
--------- ------------- --------------- ----------------
<S> <C> <C> <C> <C>
Election of Directors:
John A. Sullivan..................... 4,937,984 9,914 Not Applicable Not Applicable
Randall J. Fagundo................... 4,937,884 10,014 Not Applicable Not Applicable
Jerome M. Lapin...................... 4,927,684 20,214 Not Applicable Not Applicable
Richard D. Jones..................... 4,937,984 9,914 Not Applicable Not Applicable
J. Gregory Theisen................... 4,937,984 9,914 Not Applicable Not Applicable
Richard P. Bermingham................ 4,936,334 11,564 Not Applicable Not Applicable
Ratification of KPMG LLP as independent
auditors for the fiscal year ending
December 31, 1999....................... 4,934,462 8,081 5,355 None
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
11.1 Statement re: Computation of Per Share (Loss) Earnings
27 Financial Data Schedule
(b) Reports on Form 8-K.
A report on Form 8-K was filed with the SEC on April 29,
1999 indicating the Board of Directors of the Company had
approved the adoption of a Share Purchase Rights Plan.
12
<PAGE> 13
AMERICAN COIN MERCHANDISING, INC.
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.
AMERICAN COIN MERCHANDISING, INC.
August 16, 1999 By: /s/ Randall J. Fagundo
--------------------------- -------------------------------------------
Date Randall J. Fagundo
President and Chief Executive Officer
August 16, 1999 By: /s/ W. John Cash
--------------------------- -------------------------------------------
Date W. John Cash
Vice President, Chief Financial Officer
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
11.1 Statement re: Computation of Per Share (Loss) Earnings
27 Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 11.1
AMERICAN COIN MERCHANDISING, INC.
COMPUTATION OF PER SHARE (LOSS) EARNINGS
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
----------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Net (loss) earnings ................................... $ (119,000) $ 1,373,000 $ 55,000 $2,558,000
=========== =========== ========== ==========
Common shares outstanding at beginning of period ...... 6,475,069 6,467,903 6,475,069 6,452,904
Effect of shares issued during the period ........ -- 857 -- 10,121
----------- ----------- ---------- ----------
Basic weighted average common shares .................. 6,475,069 6,468,760 6,475,069 6,463,025
Incremental shares from assumed conversions:
Stock options .................................... -- 177,774 6,285 170,506
Warrants ......................................... -- 31,572 -- 30,121
----------- ----------- ---------- ----------
Diluted weighted average common shares ................ 6,475,069 6,678,106 6,481,354 6,663,652
=========== =========== ========== ==========
Basic (loss) earnings per share .................. $ (0.02) $ 0.21 $ 0.01 $ 0.40
Diluted (loss) earnings per share ................ $ (0.02) $ 0.21 $ 0.01 $ 0.38
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 1,246
<SECURITIES> 0
<RECEIVABLES> 1,699
<ALLOWANCES> 13
<INVENTORY> 12,976
<CURRENT-ASSETS> 18,160
<PP&E> 59,891
<DEPRECIATION> 16,956
<TOTAL-ASSETS> 110,041
<CURRENT-LIABILITIES> 8,638
<BONDS> 0
0
0
<COMMON> 65
<OTHER-SE> 33,638
<TOTAL-LIABILITY-AND-EQUITY> 110,041
<SALES> 56,188
<TOTAL-REVENUES> 59,389
<CGS> 12,468
<TOTAL-COSTS> 43,426
<OTHER-EXPENSES> 12,508
<LOSS-PROVISION> 13
<INTEREST-EXPENSE> 3,360
<INCOME-PRETAX> 82
<INCOME-TAX> (27)
<INCOME-CONTINUING> 55
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 55
<EPS-BASIC> 0.01
<EPS-DILUTED> 0.01
</TABLE>
