UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE - ---- SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1996 ------------------ Commission File Number 0-19051 LXE INC. ------------------------------ (Exact name of registrant as specified in its charter) Georgia 58-1829757 ------------------------------ ---------------------- (State or other jurisdiction of (IRS Employer ID Number) incorporation of organization) 303 Research Drive Norcross, Georgia 30092 -------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (770) 447-4224 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- The number of shares outstanding of each of the issuer's classes of common stock, as of the close of business on November 13, 1996: Class Number of Shares Common Stock, $.01 par Value 5,574,518 FORM 10-Q -2- LXE INC. AND SUBSIDIARIES INDEX Page No. Part I. Financial Information Item 1. Financial Statements Consolidated Statements of Operations - Three Months and Nine Months Ended September 30, 1996 and 1995 3 Consolidated Balance Sheets - September 30, 1996 and December 31, 1995 4-5 Consolidated Statements of Cash Flows - Nine Months Ended September 30, 1996 and 1995 6 Notes to Interim Consolidated 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 9 Item 6. Exhibits and Reports on Form 8-K 9 FORM 10-Q -3- LXE INC. PART I FINANCIAL INFORMATION ITEM 1. Financial Statements Consolidated Statements of Operations (Unaudited) (In thousands, except per share data) Three months ended Nine months ended September 30 September 30 ------------------- ----------------- 1996 1995 1996 1995 ------ ------ ------ ------ Net sales $18,243 11,348 48,935 45,188 Cost of sales 10,756 7,197 27,711 25,718 ------ ------ ------ ------ Gross profit 7,487 4,151 21,224 19,470 Selling, general and administrative expenses 4,717 5,395 15,276 15,170 Product development and engineering expenses 1,703 1,993 5,118 5,100 ------ ------ ------ ------ Operating income (loss) 1,067 (3,237) 830 (800) Interest and other income, net of foreign exchange gains and losses (50) 55 31 473 Interest expense (204) (132) (536) (247) ------ ------ ------ ------ Earnings (loss) before income taxes 813 (3,314) 325 (574) Income taxes 309 (1,291) 125 (275) ------ ------ ------ ------ Net earnings (loss) $ 504 (2,023) 200 (299) ====== ====== ====== ====== Net earnings (loss) per common and common equiva- lent share $ .09 (.36) .04 (.05) ====== ====== ====== ====== Weighted average number of common and common equivalent shares 5,734 5,555 5,659 5,525 See accompanying notes to interim consolidated financial statements. FORM 10-Q -4- LXE INC. Consolidated Balance Sheets (Unaudited) (In thousands) September 30 December 31 1996 1995 ------------ ----------- ASSETS Current assets: Cash and interest bearing deposits $ 2,547 1,881 Trade accounts receivable, net 18,969 16,237 Inventories: Work in process 2,859 3,623 Parts and materials 10,094 8,906 ------- ------ Total inventories 12,953 12,529 Prepaid income taxes 1,291 1,027 Deferred income tax benefit 869 869 ------- ------ Total current assets 36,629 32,543 Property, plant and equipment: Land 250 250 Building and leasehold improvements 5,462 5,371 Machinery and equipment 19,721 17,213 Furniture and fixtures 1,248 1,238 ------- ------- Total property, plant and equipment 26,681 24,072 Less accumulated depreciation and amortization 13,996 11,949 ------- ------- Net property, plant and equipment 12,685 12,123 Other assets (note 4) 5,074 4,815 ------- ------- $ 54,388 49,481 ======= ======= See accompanying notes to interim consolidated financial statements. FORM 10-Q -5- LXE INC. Consolidated Balance Sheets (Unaudited), continued (In thousands, except share data) September 30 December 31 1996 1995 ------------ ----------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current installments of long-term debt $ 143 275 Current installments of long-term debt to Parent 275 275 Accounts payable 7,224 4,431 Accrued compensation costs 1,061 994 Deferred revenue 1,463 1,296 Other current liabilities 495 220 Due to Parent 290 240 ------ ------ Total current liabilities 10,951 7,731 Long-term debt, excluding current installments 8,500 6,925 Long-term debt to Parent, excluding current installments 1,191 1,397 Deferred income taxes 817 817 ------ ------ Total liabilities 21,459 16,870 ------ ------ Stockholders' equity: Preferred stock of $1.00 par value per share. Authorized 5,000,000 shares; none issued - - Common stock of $.01 par value per share. Authorized 20,000,000 shares; issued and outstanding 5,574,518 in 1996 and 5,436,275 in 1995 56 56 Additional paid-in capital 19,067 18,949 Retained earnings 13,806 13,606 ------ ------ Total stockholders' equity 32,929 32,611 ------ ------ $54,388 49,481 ====== ====== See accompanying notes to interim consolidated financial statements. FORM 10-Q -6- LXE INC. Consolidated Statements of Cash Flows (Unaudited) (In thousands) Nine Months Ended September 30 1996 1995 -------- -------- Cash flow from operating activities: Net earnings (loss) $ 200 (299) Adjustments to reconcile net earnings to net cash used in operating activities: Depreciation and amortization 2,047 2,038 Changes in operating assets and liabilities: Trade accounts receivable (2,732) 3,283 Inventories (424) (5,043) Accounts payable 2,793 (222) Income taxes (264) (1,760) Accrued compensation costs 67 (275) Deferred revenue 167 (192) Due to Parent and other 389 (791) ----- ----- Net cash provided by (used in) operating activities 2,243 (3,261) ----- ----- Cash flows from investing activities: Purchase of property, plant and equipment (2,609) (3,643) Capitalized product software costs and other market-related investments (323) (3,143) ----- ----- Net cash used in investing activities (2,932) (6,786) ----- ----- Cash flows from financing activities: Repayment of long-term debt (207) (183) Repayment of long-term debt to Parent (206) (206) Borrowing under line of credit 1,650 4,650 Proceeds from exercise of stock options 118 (136) ----- ----- Net cash provided by financing activities 1,355 4,125 ----- ----- Net change in cash and cash equivalents 666 (5,922) Cash and cash equivalents at January 1 1,881 7,937 ----- ----- Cash and cash equivalents at September 30 $2,547 2,015 ===== ===== Supplemental disclosure of cash flow information: Cash paid for interest $ 204 247 Cash paid for income taxes $ 70 1,378 See accompanying notes to interim consolidated financial statements. FORM 10-Q -7- LXE INC. Notes to Interim Consolidated Financial Statements (Unaudited) (1) Basis of Presentation In the opinion of management, these interim consolidated financial statements reflect all normal and recurring adjustments necessary for a fair presentation of results for such periods. The results of operations for any interim period are not necessarily indicative of results for the full year. These financial statements should be read in conjunction with the financial statements and related notes contained in the Company's Annual report on Form 10-K for the year ended December 31, 1995. (2) Earnings (Loss) Per Share Earnings(loss)per common and common equivalent share for the interim periods were based on the weighted average number of shares of common stock outstanding and equivalents shares derived from dilutive stock options, except dilutive stock options are excluded for loss periods. Fully diluted earnings per share are not significantly different from the primary earnings per share presented. (3) Accounting for Stock-Based Compensation In October 1995, the Financial Accounting Standards Board adopted Statement of financial Accounting Standards No. 123 (SFAS 123), "Accounting for Stock-Based Compensation," effective for fiscal years beginning after December 15, 1995. The Company intends to comply with the provisions of SFAS 123 in fiscal 1996 by continuing to recognize compensation cost from stock options under the "intrinsic value" method, with additional footnote disclosures to be provided, including the pro forma effects of applying the "fair value" method of SFAS 123. Based upon this accounting policy, the Company does not expect to recognize any compensation cost associated with stock options granted in 1996. (4) Other Assets Following is a summary of other assets as of September 30, 1996 and December 31, 1995 (in thousands): September 30, December 31, 1996 1995 ------------ ----------- Investment in non-public U.S. Company $ 2,500 2,500 Capitalized software costs 1,392 1,167 Other 898 1,148 ----- ----- Total other assets $ 4,790 4,815 ===== ===== The Company's investment in a non-public U.S. company comprises a minority ownership interest and a loan repayable in three years. This investment is valued at cost. The Company also capitalized certain costs to develop software which will be licensed to customers. Capitalized software costs will be amortized using the greater of the ratio of current gross revenues for the product to the total of current and anticipated future gross revenues or the straight-line method over three years. FORM 10-Q -8- LXE INC. ITEM 2. Management's Discussion And Analysis of Financial Condition and Results of Operations Results of Operations - --------------------- Consolidated sales for the third quarter and first nine months of 1996 were $18.2 million and $48.9 million, respectively, compared with $11.3 million and $45.2 million for the same respective periods in 1995. Sales for materials handling applications increased in both North American and international markets. Sales also increased due to the Company's entry into the market for healthcare information management. Cost of sales for the third quarter, as a percentage of net sales, was 59% in 1996 compared with 63% in 1995, mainly reflecting a higher sales base in 1996 to absorb fixed expenses. For the first nine months, the cost of sales percentage did not vary significantly in 1996 from 1995, although the mix of export and North American sales has changed. Selling, general and administrative expenses in 1996 compared with 1995 were lower for the third quarter and comparable for the first nine months, due mainly to reorganization of the Company's sales efforts. Product development and engineering expenses did not vary significantly in 1996 compared with 1995, as the Company continued efforts to expand its product line. Interest and other income was reported net of a foreign exchange loss in the third quarter of 1996 and lower gains for the first nine months of 1996 compared with 1995, resulting from currency fluctuations that affected the accounting translation of European subsidiaries' financial statements into U.S. dollars. Interest expense increased in 1996 as a result of increased borrowing under the Company's revolving credit agreement. The effective income tax rate for the first nine months of 1996 was 38%, which is comparable with the preceding fiscal year. Liquidity and Capital Resources - ------------------------------- Cash provided by operations, net of cash used in investing activities (mainly purchases of property, plant and equipment), and borrowings under a revolving credit agreement resulted in a net increase in cash and cash equivalents to $2.5 million as of September 30, 1996, compared with $1.9 million at the beginning of the year. Management does not expect to generate significant positive cash flow in the fourth quarter of 1996; however, management believes that the Company's present liquidity, together with cash from operations and sources of external financing, will support its current business activities and capital investment plans. FORM 10-Q -9- LXE INC. PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits - The following exhibits are filed as part of this report: 27.1 Financial Data Schedule (b) Reports on Form 8-K - No reports on Form 8-K were filed by the Registrant during the period covered by this report on Form 10-Q. FORM 10-Q -10- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. LXE INC. By: /s/ Date: 11/14/96 --------------------------------------- ----------- Thomas E. Sharon, Chairman of the Board and Chief Executive Officer By: /s/ Date: 11/14/96 --------------------------------------- ----------- Don T. Scartz Chief Financial Officer