-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FK7ewtRp5Jl9/YX4L1fqzdQIDqkvohpX6mbhj4jLCf7Qwmisl5F1GMAIc1hELUw+ Tt2alc2OACv2zsXtCNLRog== 0000950131-96-005982.txt : 19961121 0000950131-96-005982.hdr.sgml : 19961121 ACCESSION NUMBER: 0000950131-96-005982 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960229 FILED AS OF DATE: 19961120 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOKHEIM CORP CENTRAL INDEX KEY: 0000098559 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580] IRS NUMBER: 350712500 STATE OF INCORPORATION: IN FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06018 FILM NUMBER: 96669880 BUSINESS ADDRESS: STREET 1: P O BOX 360 CITY: FORT WAYNE STATE: IN ZIP: 46801-0360 BUSINESS PHONE: 2194232552 10-Q/A 1 FORM 10-Q/A DATED 02/29/96 FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 1996 ------------------------- Commission File Number 1-6018 -------- TOKHEIM CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) INDIANA 35-0712500 - ----------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 10501 CORPORATE DR., FORT WAYNE, IN 46845 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (Registrant's telephone number including area code) (219) 470-4600 -------------- NOT APPLICABLE - ------------------------------------------------------------------------------ (Former name, former address, and former fiscal year if changed since last report) 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 --- --- As of February 29, 1996, 7,938,588 shares of voting common stock were outstanding. In addition, 802,640 shares of convertible preferred stock were held by the Retirement Savings Plan for Employees of Tokheim Corporation and Subsidiaries. The exhibit index is located on page 6. PART I. FINANCIAL INFORMATION TOKHEIM CORPORATION ITEM 1. FINANCIAL STATEMENTS CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (AMOUNTS IN THOUSANDS EXCEPT AMOUNTS PER SHARE)
Three Months Ended -------------------------- February 29, February 28, 1996 1995 -------------------------- NET SALES........................................ $49,548 $45,845 Cost of sales, exclusive of items listed below... 37,860 36,414 Selling, general and administrative expenses..... 10,982 9,234 Depreciation and amortization.................... 1,070 1,161 Interest expense (net of interest income of $97 and $46 in 1996 and 1995, respectively)..... 748 794 Foreign currency gains........................... (290) (178) Other expense, net............................... 1 (67) ------- ------- Loss before income taxes......................... (823) (1,513) Income taxes..................................... (155) (150) ------- ------- NET LOSS......................................... $ (668) $(1,363) ======= ======= Preferred stock dividends........................ $ 389 $ 401 Net loss applicable to common stock.............. $(1,057) $(1,764) Primary loss per common share: Net loss....................................... $ (0.13) $ (0.22) ======= ======= Weighted average shares outstanding............ 7,937 7,852
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS In the opinion of the Company, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring items) necessary to present fairly its financial position as of February 29, 1996 and the results of operations and cash flows for the three- month periods ended February 29, 1996 and February 28, 1995. Amounts for interim periods are unaudited. Amounts for the year ended November 30, 1995 were derived from audited financial statements included in the 1995 Annual Report to Stockholders. Certain prior year amounts in these financial statements have been reclassified to conform with current year presentation. Fully diluted loss per share is considered to be the same as primary loss per share, since the effect of certain potentially dilutive securities would be antidilutive. See financial statements and accompanying notes in the Company's 1995 Annual Report. 2 CONSOLIDATED CONDENSED BALANCE SHEET (IN THOUSANDS)
February 29, November 30, 1996 1995 ------------ ------------ ASSETS Current assets: Cash and cash equivalents..................................................... $ 4,501 $ 2,966 Receivables, net.............................................................. 32,619 45,649 Inventories: Raw materials and supplies.................................................. 9,103 7,649 Work in process............................................................. 25,972 25,535 Finished goods.............................................................. 5,682 4,911 -------- -------- 40,757 38,095 Less amount necessary to reduce certain inventories to LIFO method................................................ 3,155 3,100 -------- -------- 37,602 34,995 Prepaid expenses.............................................................. 2,911 3,188 -------- -------- Total current assets.......................................................... 77,633 86,798 Property, plant, and equipment, net........................................... 27,413 28,558 Other assets and deferred charges............................................. 6,662 5,876 -------- -------- Total assets.................................................................. $111,708 $121,232 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt.......................................... $ 327 $ 351 Notes payable, banks.......................................................... 3,167 2,364 Accounts payable.............................................................. 14,313 18,689 Accrued expenses.............................................................. 14,106 18,141 -------- -------- Total current liabilities..................................................... 31,913 39,545 Long-term debt................................................................ 21,205 21,321 Guaranteed Employees' Stock Ownership Plan Obligation............................................................. 13,583 14,576 Postretirement benefit liability.............................................. 14,096 13,882 Minimum pension liability..................................................... 3,868 3,868 Other long-term liabilities................................................... 110 110 Deferred income taxes......................................................... 739 807 -------- -------- 85,514 94,109 -------- -------- Redeemable convertible preferred stock........................................ 24,000 24,000 Guaranteed Employees' Stock Ownership Plan Obligation............................................................. (13,280) (13,790) Treasury stock, at cost....................................................... (3,934) (3,784) -------- -------- 6,786 6,426 -------- -------- Common stock.................................................................. 19,409 19,409 Guaranteed Employees' Stock Ownership Plan Obligation............................................................. (303) (786) Minimum pension liability..................................................... (3,868) (3,868) Foreign currency translation adjustments...................................... (4,272) (3,542) Retained earnings............................................................. 8,645 9,715 -------- -------- 19,611 20,928 Treasury stock, at cost....................................................... (203) (231) -------- -------- 19,408 20,697 -------- -------- Total liabilities and stockholders' equity.................................... $111,708 $121,232 ======== ========
3 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (IN THOUSANDS)
Three Months Ended --------------------------- February 29, February 28, 1996 1995 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss...................................................................... $ (668) $(1,363) Adjustments to reconcile net loss to net cash provided from (used in) operations: Depreciation and amortization.............................................. 1,070 1,161 Gain on sale of property, plant, and equipment............................. (27) (40) Deferred income taxes...................................................... (55) -- Changes in assets and liabilities: Receivables, net.......................................................... 12,692 616 Inventories............................................................... (2,800) (2,059) Prepaid expenses.......................................................... 262 (1,143) Accounts payable.......................................................... (4,170) 3,098 Accrued expenses.......................................................... (3,614) (2,215) U.S. and foreign income taxes............................................. (177) (141) Other..................................................................... (1,567) 33 ------- ------- Net cash provided from (used in) operations................................... 946 (2,053) ------- ------- CASH FLOWS FROM INVESTING AND OTHER ACTIVITIES: Plant and equipment additions................................................. (787) (1,948) Proceeds from sale of property, plant, and equipment.......................... 850 60 ------- ------- Net cash provided from (used in) investing and other activities............................................................. 63 (1,888) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Increase in term debt......................................................... 230 310 Increase in notes payable, banks.............................................. 848 236 Treasury stock, net........................................................... (139) 168 Preferred stock dividends..................................................... (389) (401) ------- ------- Net cash provided from financing activities................................... 550 313 ------- ------- EFFECT OF TRANSLATION ADJUSTMENT ON CASH...................................... (24) 14 CASH AND CASH EQUIVALENTS: Increase (decrease) in cash................................................... 1,535 (3,614) Beginning of year............................................................. 2,966 3,933 ------- ------- End of period................................................................. $ 4,501 $ 319 ======= =======
4 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS TO OUR STOCKHOLDERS: Our sharply narrowed fiscal 1996 first quarter loss puts us squarely on the path for the fourth consecutive year of improved operating performance. This improving trend was recently acknowledged by Dunn & Bradstreet's reinstating its credit quality rating of the Company with a 4A2 designation. SALES: Sales for the first quarter were $49,548,000, approximately 8% above sales for the year ago period of $45,845,000. The sales increase is attributable principally to the continued effects of successful new product introductions and the expansion in the number of point-of-sale networks served. EARNINGS: The Company incurred a reduced net loss of $668,000 or $0.13 per common share, a significant improvement over the net loss of $1,363,000 or $.22 per common share reported in the year-ago first quarter period, which is traditionally a seasonal low point for the industry. COSTS AND EXPENSES: Cost of goods sold as a percent of sales for the three- month period decreased 3 percentage points relative to 1995, yielding a higher operating margin primarily due to higher sales volumes, actions taken to improve the Company's cost structure and a favorable product sales mix. Selling, general, and administrative expenses as a percentage of sales were 2 percentage points higher than the comparable 1995 period. Net interest expense was slightly lower than the prior year due to interest income earned on higher cash balances during the 1996 first quarter. Amortization of debt restructuring expense included in interest expense was $134,000 and $158,000 in 1995 and 1994, respectively. OTHER: Cash provided from operations for the quarter ended February 29, 1996 was $946,000 versus $2,053,000 used in operations during the prior year first quarter, a $3,000,000 positive swing in period cash flow. The improvement is mainly attributable to the collection of receivables related to the previous quarter's record sales levels. Net cash provided from investing and other activities was $63,000 in 1996, representing capital expenditures of $787,000 offset by $850,000 of proceeds primarily from the sale of an office building that had been idled by our European realignment. The net cash used in investing and other activities in the 1995 first quarter of $1,888,000 was primarily for capital expenditures. Net cash provided from financing activities of $550,000 resulted from increases in short-term obligations, offset by payment of preferred stock dividends. DIVIDENDS: No cash dividends on common stock were declared during the period. OTHER DEVELOPMENTS: We believe the underlying strong trends of the last year, which continued into our fiscal 1996 first quarter will continue as the year progresses. In 1996, we are continuing implementation of our strategic growth plan with a focus on development of innovative new products and programs to better serve our customers, further development of our worldwide service and support networks, penetration of new and emerging international markets and further strengthening of our domestic distribution network. As an example of our progress toward these goals, our new Windows(R) PC-Based Columbus Point-of-Sale (POS) system has generated a tremendous amount of interest from several customers, and was featured on the cover of the March issue of NATIONAL PETROLEUM NEWS. Further, we are committed to having 20 POS credit networks approved on the Ruby system by year-end covering virtually the entire major oil company markets, compared to 15 at 1995 year-end and none at the beginning of that year. Similarly, our Washington, Indiana plant recently received ISO 9000 certification moving us one step closer to our goal of company-wide certification to that standard. We are also currently preparing our facilities for several significant capital improvement programs aimed at further improving our production cycle times and costs, making us more competitive in our pursuit of major domestic and international customers. 5 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits:
EXHIBIT NUMBER DESCRIPTION ------- ----------- 3.1 Restated Articles of Incorporation of the Registrant, as filed with the Indiana Secretary of State on August 17, 1990 (incor- porated by reference to the Registrant's 10-K/A, for the year ended November 30, 1995, filed November 20, 1996). 3.2 Bylaws of the Registrant, as restated on July 12, 1995 (incor- porated by reference to the Registrant's 10-K/A, for the year ended November 30, 1995, filed November 20, 1996). 4 Rights Agreement, dated as of January 28, 1987, between the Registrant and Harris Trust and Savings Bank, as Rights Agent (incorporated by reference to the Registrant's Registration Statement on Form 8-A, File No. 1-6018, dated February 10, 1987). 10.1 Tokheim Corporation 1992 Stock Incentive Plan, established December 15, 1992 (incorporated by reference to the Registrant's Registration Statement on Form S-8, File No. 33-52167, dated February 4, 1994). 10.2 Retirement Savings Plan for Employees of Tokheim Corporation and Subsidiaries (incorporated by reference to Amendment No. 1 to the Registrant's Registration Statement on Form S-8, File No. 33-29710, dated August 1, 1989). 10.3 Tokheim Corporation 1996 Key Management Incentive Bonus Plan. 10.4 Employment Agreement, dated September 22, 1995, between the Registrant and Douglas K. Pinner (incorporated by reference to the Registrant's 10-K/A, for the year ended November 30, 1995, filed November 20, 1996). 10.5 Employment Agreement, dated September 22, 1995, between the Registrant and Terry M. Fulmer (incorporated by reference to the Registrant's 10-K/A, for the year ended November 30, 1995, filed November 20, 1996). 11 Statement re: Computation of Per Share Earnings. 27 Financial Data Schedule
(b) Reports on Form 8-K - None. 6 SIGNATURES Pursuant to the requirements 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. TOKHEIM CORPORATION -------------------------- Date: November 20, 1996 DOUGLAS K. PINNER ------------------ -------------------------- Chairman of the Board, President and Chief Executive Officer and Director Date: November 20, 1996 JOHN A. NEGOVETICH ------------------ -------------------------- President, Tokheim, North America and Acting Chief Financial Officer 7 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- 3.1 Restated Articles of Incorporation of the Registrant, as filed with the Indiana Secretary of State on August 17, 1990 (incor- porated by reference to the Registrant's 10-K/A, for the year ended November 30, 1995, filed November 20, 1996). 3.2 Bylaws of the Registrant, as restated on July 12, 1995 (incor- porated by reference to the Registrant's 10-K/A, for the year ended November 30, 1995, filed November 20, 1996). 4 Rights Agreement, dated as of January 28, 1987, between the Registrant and Harris Trust and Savings Bank, as Rights Agent (incorporated by reference to the Registrant's Registration Statement on Form 8-A, File No. 1-6018, dated February 10, 1987). 10.1 Tokheim Corporation 1992 Stock Incentive Plan, established December 15, 1992 (incorporated by reference to the Registrant's Registration Statement on Form S-8, File No. 33-52167, dated February 4, 1994). 10.2 Retirement Savings Plan for Employees of Tokheim Corporation and Subsidiaries (incorporated by reference to Amendment No. 1 to the Registrant's Registration Statement on Form S-8, File No. 33-29710, dated August 1, 1989). 10.3 Tokheim Corporation 1996 Key Management Incentive Bonus Plan. 10.4 Employment Agreement, dated September 22, 1995, between the Registrant and Douglas K. Pinner (incorporated by reference to the Registrant's 10-K/A, for the year ended November 30, 1995, filed November 20, 1996). 10.5 Employment Agreement, dated September 22, 1995, between the Registrant and Terry M. Fulmer (incorporated by reference to the Registrant's 10-K/A, for the year ended November 30, 1995, filed November 20, 1996). 11 Statement re: Computation of Per Share Earnings. 27 Financial Data Schedule
EX-10.3 2 TOKHEIM CORP. 1996 MANAGEMENT INCENTIVE BONUS PLAN EXHIBIT 10.3 TOKHEIM CORPORATION INCENTIVE PLAN SECTION 1. OBJECTIVE: - -------------------- Tokheim's Salary Administration Program, Stock Option/Grant Programs, and the 1996 Key Management Incentive Bonus Plan's objectives are to increase executives' and managerial focus toward optimizing Corporate financial performance for shareholders and return on their investment while also providing the financial resources to support the Corporation's objectives for growth, service and quality commitments, and employee and organizational development. SECTION 2. PHILOSOPHY: - --------------------- The compensation of certain key executives and managers should be based, in part, on preestablished financial objectives of the Corporation and individual, specific, measurable objectives. This incentive plan is intended to focus the effort of the plan participants on achieving the goals approved by the Board of Directors to insure the profitability and long-term growth of Tokheim. In addition, corporate officers are expected to share with the company in the responsibility to accumulate Tokheim stock. Corporate officer stock ownership should be significant; as such, the C.E.O. should own three (3) times base salary and each Vice President should own two (2) times their respective base salary in Tokheim stock. This goal should be reached progressively over the next continuing five (5) year period. Stock grants and/or options and performance incentives should be the largest component of total compensation. SECTION 3. ADMINISTRATION: - ------------------------- The Board of Directors will consider and, if appropriate, approve a plan annually. The Plan will be administered by the Compensation Committee whose actions are subject to the Board of Directors' approval. The decision of the Board of Directors will be final as to the interpretation of the Plan or any rule, procedure or action of the Compensation Committee. The award or sale of shares under this plan may be restricted for up to five years and will be accompanied by cash awards equal to the fair market value of the shares on the date of lapsed restriction, if awarded, or equal to the excess of the fair market value on the date of the lapse over the original purchase price, if purchased. Annual share grants/options will not exceed 1% of total outstanding shares per year. Shares authorized for plan use will not exceed 10% of outstanding 1 shares at any point in time. An addendum will be added to the plan each year reflecting current market payouts. The Compensation Committee will make the final determination of stock option levels and/or restrictions for the C.E.O. and will review the C.E.O.'s recommendation for all other corporate participants. SECTION 4. ELIGIBILITY: - ---------------------- Categories of eligible Plan participants are: CATEGORY 1: CEO; CATEGORY 2: Division President(s); and Corporate Vice Presidents; CATEGORY 3: Other Corporate staff and key functional managers as may be designated by the CEO of Tokheim. Participants are measured on the results of the operating unit or units in which their principal duties are performed, that is, Corporate, Group or individual operating unit. The award for those individuals who serve as Divisional Presidents will depend on the attainment of the Business Performance Factors of both the Corporation in total (50%) and the Group they administer (50%). A participant who transfers from one eligibility class to another will share pro rata in each class based on the percentage eligibility in each class and the portion of the fiscal year spent in each class. To receive a bonus under this Plan, a participant must be an active, full-time employee on the last business day of the Company's fiscal year. Those who join during the year will be awarded a pro-rata bonus based upon days in the plan. If a participant dies, and such death occurs during the last two fiscal quarters of the year, a bonus, prorated in accordance with the number of days in the year in which he participated before his death, will be paid to his or her beneficiary at the same time and in the same manner as bonuses for the year are paid to Plan participants. The beneficiary will be the beneficiary designated for the employee's group life insurance plan. If no such beneficiary has been designated, the bonus will be paid to the employee's estate. If a participant retires prior to the last day of any Plan year, a bonus, prorated in accordance with the number of days in the year in which he or she participated before retirement, will be paid to such participant at the same time and in the same manner as bonuses for the year are paid to other participants. SECTION 5. BONUS PERCENTAGES AND COMPONENTS: - ------------------------------------------- Total incentives will be determined by the attainment of Business Performance Factors (BPF) and Strategic Performance Factors (SPF). Attainment of minimum acceptable corporate 2 performance will yield a payout of 50% of the target opportunity. The target bonus payable to a participant will be the following. CATEGORY 1: CEO - 50% of base salary. CATEGORY 2: VP and Subsidiary Officers - 40% of base salary CATEGORY 3: Key Managers - Up to 25% of base salary as determined for each participant by the CEO. In each class, participants earn the bonus at the specific percentage defined for achievement of financial objectives and the specific percentage defined for achievement of nonfinancial objectives each year. Salary, as used to determine an employee's bonus, will mean the employee's total base salary earned in the bonus year, before deductions for salary reduction benefit plans, but excluding any and all items or forms of special compensation, bonuses, commissions or reimbursed expenses. The above provisions notwithstanding: A. Should any event result in a loss for the bonus year, the Chief Executive Officer and all Corporate Officers will not be eligible for a formula bonus. B. Participants whose potential bonus is measured solely on corporate performance are eligible for the applicable bonus only when no loss is experienced for the bonus year. C. Participants whose bonus is measured by divisional, subsidiary or corporate performance are eligible for the applicable bonus based on each unit measured that experiences no loss for the bonus year. D. The CEO or the Committee may recommend discretionary bonuses based on individual performance. SECTION 6. BUSINESS PERFORMANCE FACTORS: - ---------------------------------------- The financial objectives will be proposed to the Compensation Committee by the CEO. The Committee will make its recommendation to the Board after evaluating Management's Business Performance Factors (BPF) targets for the Corporation as a whole and its individual operating units. The BPF targets will be determined by the CEO and will not be less than the operating plan BPF targets. 3 When determining formula bonuses, operating profit and pretax profit will exclude any unusual gains or losses (such as a benefit from FAS87, a Board-approved sale of business, etc.). Participants will not benefit from "Windfall" or unusual types of gains or losses, but will be given appropriate consideration based on their role in the transaction. The BPF target as a percentage of the Total Bonus will be determined annually. The financial component of the bonus award is a function of achieving the BPF targets and may range from 0% to 200%. The method of calculating the financial objective of the bonus follows: A. Minimum Bonus Level: 50% - A bonus will not be paid if the minimum BPF target is not achieved. B. Target Bonus Level; 100% - Paid when the BPF target is achieved. C. Maximum Bonus Level; 200% - The maximum bonus is based on 125% achievement of the BPF target as determined by the CEO and will be prorated. SECTION 7. STRATEGIC PERFORMANCE FACTORS: - ---------------------------------------- This portion of a participant's bonus is based on individual performance evaluation of preestablished nonfinancial personal, unit and corporate objectives. The performance of the CEO will be evaluated by the Board of Directors. The performance of other officers will be evaluated by the CEO. The performance of Key Managers and Category 2 and 3 participants will be made by appropriate supervisors and the Vice President of Human Resources, subject to review by the CEO. The SPF as a percentage of the Total Bonus will be determined annually. SECTION 8. CALCULATION, APPROVAL AND PAYMENT: - --------------------------------------------- Upon completion of the annual audit and certification of results by the Company's independent auditors, the CEO will recommend bonuses for plan participants to the Compensation Committee. Other provisions notwithstanding, the CEO may recommend increases or decreases in individual bonuses or the addition or deletion of a participant to or from the Plan in view of extraordinary or unusual events or circumstances. Any payment to a participant under any Tokheim Deferred Compensation Plan for the bonus plan year will be deducted from the bonus award, if any. The Committee will review the CEO's recommendations and make such adjustments as it deems appropriate. 4 Bonus components may consist of cash, stock grants/options or company stock at the discretion of the CEO. Payment of bonuses under this Plan, as reviewed by the Committee and approved by the Board of Directors will be made promptly after such approval, or to such deferred plan as the Corporation may establish for such purposes. SECTION 9. NO CONTRACT: - ----------------------- This Plan is not and will not be construed as an employment contract or as a promise or contract to pay bonuses to participants or their beneficiaries. The Plan will be reviewed at least annually by the Board of Directors, and the Plan may be amended from time to time by the Board of Directors without notice. No participant or beneficiary may sell, assign, transfer, discount or pledge as collateral for a loan, or otherwise anticipate any right to a payment or a bonus under this Plan. 5 EX-11 3 STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS Exhibit 11 TOKHEIM CORPORATION AND SUBSIDIARIES STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE FOR THE THREE MONTH PERIODS ENDED FEBRUARY 29, 1996, AND FEBRUARY 28, 1995 Primary earnings per share are based on the weighted average number of shares outstanding during each year and the assumed exercise of dilutive employees' stock options less the number of treasury shares assumed to be purchased from the proceeds using the average market price of the Company's common stock. The following table presents information necessary to calculate earnings per share for the quarters ended February 29, 1996, and February 28, 1995:
PRIMARY -------------------------------- 1996 1995 -------------- ------------- Shares outstanding (in thousands): Weighted average outstanding................................................. 7,937 7,852 Share equivalents............................................................ -- -- ------- ------- Adjusted outstanding......................................................... 7,937 7,852 ======= ======= Net Loss...................................................................... $ (668) $(1,363) Preferred stock dividends..................................................... (389) (401) ------- ------- Net loss applicable to common stock........................................... $(1,057) $(1,764) ======= ======= Net loss per common share..................................................... $ (0.13) $ (0.22) ======= =======
For financial reporting purposes, the loss per share, assuming full dilution, is considered to be the same as primary since the effect of the common stock equivalents would be antidilutive.
FULLY DILUTED ----------------------- 1996 1995 ---------- -------- Shares outstanding (in thousands): Weighted average outstanding................................................. 7,937 7,852 Share equivalents............................................................ 53 32 Weighted conversion of preferred stock....................................... 1,707 1,631 ------- ------- Adjusted outstanding......................................................... 9,697 9,515 ======= ======= Net Loss...................................................................... $ (668) $(1,363) Incremental RSP expense....................................................... (389) (401) ------- ------- Net loss applicable to common stock........................................... $(1,057) $(1,764) ======= ======= Net loss per common share..................................................... $ (0.11) $ (0.19) ======= =======
EX-27 4 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from Tokheim Corporation's February 29, 1996, quarterly financial statements and is qualified in its entirety by reference to such financial statements. 0000098559 TOKHEIM CORPORATION 1000 3-MOS NOV-30-1996 FEB-29-1996 4501 0 33761 1142 37602 77633 84284 56871 111708 31913 0 6786 0 18903 505 111708 49548 49548 37860 37860 0 0 748 (823) (155) (668) 0 0 0 (668) (0.13) (0.13) Represents gross inventory net of LIFO and loss reserves. Represents gross PP&E. Represents redeemable preferred stock of $24,000 less Guaranteed ESOP of $13,280 and treasury stock of $3,934. Represents common stock of $19,409 less Guaranteed ESOP of $303 and treasury stock of $203. Represents retained earnings of $8,645 less minimum pension liability of $3,868 and foreign currency translation adjustments of $4,272. Includes product development expenses and excludes depreciation and amortization.
-----END PRIVACY-ENHANCED MESSAGE-----