-----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, GHdvaLTb8SCJ2mT29qHJecc1DMfIS4+xCI7/4FdvcBlaNzbP20h4wrX7aUsgZjPm Z9EHJKGB/oCSBZ+GkDfZ2Q== 0000950172-98-000484.txt : 19980515 0000950172-98-000484.hdr.sgml : 19980515 ACCESSION NUMBER: 0000950172-98-000484 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19980228 FILED AS OF DATE: 19980514 SROS: NONE 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: SEC FILE NUMBER: 001-06018 FILM NUMBER: 98620821 BUSINESS ADDRESS: STREET 1: 1602 WABASH AVENUE CITY: FORT WAYNE STATE: IN ZIP: 46803 BUSINESS PHONE: 2194704600 MAIL ADDRESS: STREET 1: 1602 WABASH AVENUE CITY: FORT WAYNE STATE: IN ZIP: 46803 10-Q/A 1 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 28, 1998 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 28, 1998, 8,300,748 shares of voting common stock were outstanding. In addition, 771,708 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 14. FINANCIAL STATEMENTS CONSOLIDATED CONDENSED STATEMENT OF EARNINGS (Amounts in thousands except amounts per share)
Unaudited ------------------------------- Three Months Ended February 28, February 28, 1998 1997 ----------- ----------- NET SALES.................................................. $ 90,852 $ 92,024 Cost of sales, exclusive of items listed below............. 67,074 70,391 Selling, general, and administrative expenses.............. 16,257 15,903 Depreciation and amortization.............................. 2,500 1,928 Merger and acquisition costs and other unusual items....... 5,987 -- -------- ------ OPERATING PROFIT (LOSS) (966) 3,802 --------- ------- Interest expense, net...................................... 4,011 3,740 Foreign currency (gain) loss............................... 35 (119) Minority interest.......................................... 73 (43) Other (income), net ....................................... 221 (69) ------ ------- Earnings (loss) before income taxes........................ (5,306) 293 Income taxes............................................... 300 167 -------- ------- NET EARNINGS (LOSS) $ (5,606) $ 126 ------- ------- Preferred stock dividends.................................. $ 374 $ 383 Net loss applicable to common stock........................ $ (5,979) (257) Loss per common share (Basic).............................. $ (0.72) $ (0.03) ======== ====== Weighted average shares outstanding..................... 8,250 7,949 Loss per common share (Diluted)............................ $ (0.72) $ (0.03) ======== ====== Weighted average shares outstanding..................... 8,250 7,949 The accompanying notes are an integral part of these financial statements.
CONSOLIDATED CONDENSED BALANCE SHEET (Amounts in thousands) Unaudited Audited ---------------------------- February 28, November 30, ASSETS 1998 1997 ------------ ------------- CURRENT ASSETS: Cash and cash equivalents...................................... $ 8,127 $ 6,438 Receivables, net............................................... 72,532 83,011 Inventories: Raw materials and supplies.................................. 30,068 29,427 Work in process............................................. 29,689 27,514 Finished goods.............................................. 7,784 7,406 -------- ------- 67,541 64,347 Prepaid expenses............................................... 7,040 6,705 --------- -------- Total current assets........................................... 155,240 160,501 Property, plant, and equipment, net............................ 42,086 49,791 Other tangible assets.......................................... 3,562 1,359 Goodwill, net.................................................. 64,111 62,695 Other non-current assets and deferred charges, net............. 17,352 16,273 -------- ------- Total assets................................................... $ 282,352 $ 290,619 ======== =======
CONSOLIDATED CONDENSED BALANCE SHEET (CONTINUED) (Amounts in thousands) Unaudited Audited ---------------------------- February 28, November 30, LIABILITIES AND SHAREHOLDERS' EQUITY 1998 1997 ------------ ----------- CURRENT LIABILITIES: Current maturities of long-term debt........................... $ 2,381 $ 2,391 Notes payable, banks........................................... 1,739 98 Cash overdraft................................................. 9,762 10,575 Accounts payable............................................... 47,614 54,597 Accrued expenses............................................... 42,223 51,190 -------- --------- Total current liabilities...................................... 103,718 118,851 Senior subordinated notes...................................... 90,000 90,000 Long-term debt................................................. 47,177 28,487 Guaranteed Employees' Stock Ownership Plan obligation.......... 8,836 9,429 Postretirement benefit liability............................... 16,395 14,378 Minimum pension liability...................................... 2,173 2,173 Other long-term liabilities.................................... (68) 5,169 Deferred income taxes.......................................... 150 342 Minority interest.............................................. 998 1,319 --------- --------- 269,378 270,148 Redeemable convertible preferred stock......................... 24,000 24,000 Guaranteed Employees' Stock Ownership Plan obligation.......... (8,836) (9,429) Treasury stock, at cost........................................ (4,707) (4,718) ---------- ---------- 10,457 9,853 --------- --------- Common stock................................................... 21,316 21,158 Minimum pension liability...................................... (2,173) (2,173) Foreign currency translation adjustments....................... (20,332) (18,048) Retained earnings.............................................. 3,854 9,821 ----------- --------- 2,665 10,758 Less treasury stock, at cost................................... (148) (140) ----------- --------- 2,517 10,618 ---------- ------- Total liabilities and shareholders' equity..................... $ 282,352 $ 290,619 ======= ======= The accompanying notes are an integral part of these financial statements.
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (Amounts in thousands) Unaudited ------------------------------ Three Months Ended February 28, February 28, 1998 1997 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings (loss).......................................... $ (5,606) $ 126 Adjustments to reconcile net earnings (loss) to cash used in operations: Write-off of in-process research and development......... 5,879 - Depreciation and amortization............................ 2,500 1,928 Deferred income taxes.................................... (183) 14 Changes in assets and liabilities: Receivables, net..................................... 11,281 9,306 Inventories.......................................... (4,192) (4,311) Prepaid expenses..................................... (451) (1,444) Accounts payable..................................... (6,707) (5,931) Accrued expenses..................................... (8,340) (3,074) U.S. and foreign income taxes........................ 50 32 Other................................................ 1,924 (528) -------- ---------- Net cash used in operations.................................. (3,845) (3,883) ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Investment in Management Solutions, Inc., net of cash acquired..................................................... (137) -- Cash paid for acquisition of Management Solutions, Inc....... (12,000) Plant and equipment additions................................ (1,885) (1,325) Net cash used in investing activities........................ (14,022) (1,325) -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Decrease in term debt........................................ (122) (1,211) Increase (decrease) in notes payable, banks.................. 20,644 (887) Increase (decrease) in cash overdraft........................ (504) 3,944 Proceeds from issuance of common stock....................... 158 13 Treasury stock, net.......................................... 4 (51) Preferred stock dividends.................................... (374) (383) ------- --------- Net cash provided from financing activities.................. 19,806 1,426 -------- --------- EFFECT OF TRANSLATION ADJUSTMENTS ON CASH.................... (250) 382 CASH AND CASH EQUIVALENTS: Increase (decrease) in cash.................................. 1,689 (3,400) Beginning of period.......................................... 6,438 9,814 -------- --------- End of period................................................ $ 8,127 $ 6,414 ======== ========= The accompanying notes are an integral part of these financial statements.
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS The interim financial statements are unaudited and reflect all adjustments (consisting solely of normal recurring adjustments) that, in the opinion of management, are necessary for a fair statement of results of the interim periods presented. This report includes information in a condensed form and should be read in conjunction with the audited consolidated financial statements included in Tokheim Corporation's (the "Company") Annual Report to Shareholders for the year ending November 30, 1997. The results of operations for the three months ended February 28, 1998 are not necessarily indicative of the results to be expected for the full year or any other interim period. Amounts for interim periods are unaudited. Amounts for the year ending November 30, 1997 were derived from audited financial statements included in the 1997 Annual Report to Shareholders. Certain prior period amounts in these financial statements have been reclassified to conform with current year presentation. ACQUISITION OF MANAGEMENT SOLUTIONS, INC. In December 1997, the Company acquired Management Solutions, Inc. (MSI). MSI develops and distributes retail automation systems (including point-of-sale software), primarily for the convenience store, petroleum dispensing and fast food service industries. The Company paid MSI's stockholders an initial amount of $12,000,000. The Company is also obligated to make contingent payments of up to $13,200,000 over the next three years based upon MSI's performance. The $13,200,000 consists of $8,000,000 of additional purchase price, $2,600,000 related to a non-compete agreement, and $2,600,000 of additional employee compensation. The Company borrowed funds for the initial purchase price under the Company's bank credit facility (the Bank Credit Facility). As part of the transaction, the Company entered into an employment relationship with Arthur S. Elston, the President of MSI, pursuant to which he will oversee the Company's retail automation systems business. The transaction was accounted for as a purchase. Intangible assets of $4,800,000 were recorded and are being amortized over four years. In process research and development (R & D) of $5,879,000 was written off in connection with the acquisition and is included in merger and acquisition (M & A) costs and other unusual items in the consolidated statement of earnings. The portion of any contingent payments that does not relate to employee compensation will be allocated to various intangible assets and goodwill amortized over periods ranging from four to twelve years as the payments are made. EARNINGS PER SHARE The Company adopted Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share, for the three month period ended February 28, 1998. Under SFAS No. 128, the Company presents two earnings per share (EPS) amounts, basic and diluted. Basic EPS is calculated based on income (loss) available to common shareholders and the weighted average number of shares outstanding during the reported period. Diluted EPS includes additional dilution from potential common stock equivalents, such as stock issuable pursuant to the conversion of preferred stock or the exercise of stock options outstanding. The incremental shares from conversions of preferred stock and the exercise of stock options were not included in computing diluted EPS since the effect of such is antidilutive during periods when a net loss is reported. At February 28, 1998, there were 771,708 shares of convertible preferred stock outstanding and 282,761 vested and non-vested stock options that could be exercised which could have a dilutive effect on EPS in the future. During the three month period ended February 28, 1998, 70,562 stock options were exercised. No reconciliation of income (loss) available to common shareholders or weighted average shares outstanding as of and for the three month period ended February 28, 1998, is necessary, since no potentially dilutive preferred shares or stock options were included in the diluted EPS calculation. Adoption of SFAS No. 128 did not have a material effect on reported income per share for the three month period ended February 28, 1998. EPS for the three month period ended February 28, 1997, has been restated to apply the provisions of SFAS No. 128. Loss per common share calculated for the three month period ended February 28, 1997, on a primary and fully diluted basis under the provisions of Accounting Principles Board Opinion No. 15 differs by less than one cent per share from that calculated on a basic and diluted basis under SFAS No. 128. Subsequent to February 28, 1998, the Company issued 4,370,000 shares of common stock in an underwritten offering which will have a material effect on the EPS calculations in future periods. THREE MONTHS ENDED FEBRUARY 28, 1998 Basic and Diluted EPS Computation: Earnings (Loss) $ (5,605,563) Preferred stock dividends ( 373,800) Loss applicable to common stock $ (5,979,363) Weighted-average shares 8,250,451 Basic and Diluted EPS: Net Earnings (Loss) $ (0.72) ACCOUNTING PRONOUNCEMENTS SFAS No. 129 "Disclosure of Information about Capital Structure," was adopted during the first quarter of the year ending November 30, 1998. This statement did not have a material impact on the Company's financial position, results of operations or cash flows as disclosure requirements did not change for the Company with this new statement. SFAS No. 131 "Disclosures about Segments of an Enterprise and Related information," and SFAS No. 132 "Employers' Disclosures about Pensions and Other Postretirement Benefits," are effective for the year ending November 30, 1999. In the opinion of management, these statements will not have a material impact on the Company's financial position, results of operations, or cash flows. SFAS No. 130 "Reporting Comprehensive Income," is effective for the year ending November 30, 1999. Due to the significance of the foreign currency translation adjustments recorded at February 28, 1998 and 1997, comprehensive income would have been significantly lower than net income (loss) reported. The American Institute of Certified Public Accountants (AICPA) Statements of Position (SOP) No. 96-1 "Environmental Remediation Liabilities," and SOP No. 97-2 "Software Revenue Recognition," were adopted during the first quarter of the year ending November 30, 1998. SOP No. 96-1 provides guidance for recognizing, measuring and disclosing environmental remediation liabilities. SOP No. 97-2 supersedes SOP No. 91-1 and provides more specific guidance on revenue recognition related to software products. The adoption of these statements did not have a material impact on the Company's financial position, results of operations or cash flows. SOP No. 98-1 "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use," is effective for the year ending November 30, 2000. Management has not yet determined the impact that this SOP will have on the Company's financial position, results of operations or cash flows. COMMON STOCK OFFERING In March 1998, the Company completed the sale of 4,370,000 shares of its common stock (the Offering). Net proceeds from the Offering totaled approximately $68,600,000. The Company will use approximately $39,400,000 of the proceeds to redeem $35,000,000 in aggregate principal amount of the Company's 11-1/2% Senior Subordinated Notes due 2006 (the Notes). Following the redemption, $55,000,000 in aggregate principal amount of the Notes will remain outstanding. The remaining $29,200,000 will be applied toward the Bank Credit Facility and general corporate purposes. In December 1997, approximately $12,000,000 was borrowed under the Bank Credit Facility to finance the acquisition of MSI. This amount will be repaid as part of the reduction of the Bank Credit Facility balance. The Company expects to record an extraordinary loss on the extinguishment of the Notes of approximately $5,000,000 during the second quarter of 1998. Prior to the Company's redemption of the Notes, the proceeds had been used to reduce the outstanding balance of the Bank Credit Facility with the remaining amount placed in short-term investments. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL Tokheim is one of the world's largest manufacturers and servicers of electronic and mechanical petroleum dispensing systems. These systems include petroleum dispensers and pumps, retail automation systems (including point-of sale (POS) systems), dispenser payment or "pay-at-the-pump" terminals, replacement parts and upgrade kits. As a result of its acquisition of the petroleum dispenser business (Sofitam) of Sofitam S.A. in September 1996, Tokheim has positioned itself as a global competitor in the petroleum dispenser business, with the ability to provide both products and services to customers in over 80 countries. Tokheim is a leading supplier of petroleum dispensing systems in the United States, France, Canada, Mexico, and Africa, and has strong market positions in Italy, the United Kingdom, Germany, and Spain. The Company also has operations established in Asia, eastern Europe, and Latin America. RESULTS OF OPERATIONS Consolidated sales for the first quarter of 1998 were $90,852,000, which would have exceeded the $92,024,000 amount reported in the same period in 1997 by approximately $4,000,000, if exchange rates had remained the same as the prior year. Merger and acquisition ("M&A") costs include a $5,879,000 non-recurring write-off for in process R & D that was purchased in connection with the acquisition of MSI. This amount represents the estimated fair value of acquired incomplete R & D projects as determined by an independent appraisal. Giving effect to M&A costs and other unusual items, the Company reported a net loss of $5,606,000, or $0.68 per share diluted, compared to net earnings of $126,000, or $0.02 per share diluted for the first quarter of fiscal year 1997. After payment of preferred stock dividends, the net loss was $0.72 per share diluted compared to a net loss of $0.03 per share diluted in the first quarter of the prior year. Gross margin excluding depreciation and amortization during the first quarter of 1998 was 26.2% compared to 23.5% in the first quarter of 1997. The improvement was attributed to increased margins in both domestic and international businesses as a result of continued cost reduction efforts started in fiscal 1997 and the positive contribution of MSI. Selling, general, and administrative expenses as a percent of sales increased slightly to 17.9% in the first quarter of 1998 compared to 17.3% in the first quarter of 1997. The increase was attributed to the acquisition of MSI. Net interest expense for the first quarter of 1998 was $4,011,000 versus $3,740,000 reported in the first quarter of 1997. The increase was due to additional borrowings related to the MSI acquisition. In addition, interest for the first quarter of 1997 is net of approximately $500,000 of interest income accrued for estimated tax refund claims. Depreciation and amortization expense for the first quarter of 1998 was $2,500,000 versus $1,928,000 reported in the first quarter of 1997. The majority of the increase between periods is due to increased amortization expense related to intangible assets recorded in connection with the acquisition of MSI, as well as additional depreciation expense on fixed assets acquired. As a result of the Sofitam acquisition, the Company acquired entities that have minority ownership. The amount recorded for minority interest and the changes in the amounts between periods is not material. Other expense for the first quarter of 1998 was $221,000 versus income of $69,000 reported in the first quarter of 1997. Other income was higher in 1997 as a result of certain favorable legal settlements. Income taxes for the first quarter of 1998 were $300,000 versus $167,000 in the first quarter of 1997. This increase is due to higher foreign pretax earnings for the first quarter of 1998. LIQUIDITY AND CAPITAL RESOURCES Net cash used in operations for the first quarter of 1998 was $3,845,000 versus $3,883,000 in the first quarter of 1997. The major cause of the cash usage was due to a decrease in accounts payable of $6,707,000 and accrued expenses of $8,340,000. The cash uses in the first quarter are due primarily to the seasonal nature of domestic shipments. The first quarter traditionally is the lowest level of domestic shipments as compared to the fourth quarter which is the strongest. As such, there is a decrease in payables and accrued expenses recorded during the strong activity in the fourth quarter. Cash used in investing activities relate to $12,000,000 in cash paid for MSI and capital expenditures of $1,885,000. In March 1998 the Company sold 4,370,000 shares of its common stock through a public offering which raised approximately $68,600,000 in net proceeds. The Company plans to use a portion of the net proceeds from the Offering to redeem $35,000,000 in aggregate principal amount of its 11-1/2% Senior Subordinated Notes due 2006, to repay other bank debt and to fund the Company's growth plans. No cash dividends on common stock were declared or paid during the period. Currently the Bank Credit Facility and the indenture governing the 11-1/2% Senior Subordinated Notes restrict the payment of dividends. The Company incurred a foreign translation loss during the first quarter of 1998 of $2,284,000 which was recorded in foreign currency translation adjustments in shareholders' equity. This was due primarily to the decline of the French Franc against the U.S. Dollar on long-term intercompany loans. The Company was in compliance with all bank covenants during the first quarter of 1998. EXHIBITS (a) Exhibits: 2 Stock Purchase Agreement, dated as of December 29, 1997 between the Registrant and Arthur S. ("Rusty") Elston, Ronald H. Elston, Eric E. Burwell and Curt E. Burwell (incorporated by reference to the Registrant's Current Report on Form 8-K, dated December 31, 1997). 3.1 Restated Articles of Incorporation of the Registrant, as amended, as filed with the Indiana Secretary of State on February 5, 1997 (incorporated by reference to the Registrant's Annual Report on Form 10-K/A for the year ended November 30, 1996). 3.2 Bylaws of the Registrant, as restated on July 12, 1995 (incorporated by reference to the Registrant's Annual Report on Form 10-K/A, for the year ended November 30, 1995, filed November 20, 1996). 4.1 Rights Agreement, dated as of January 22, 1997, between the Registrant and Harris Trust and Savings Bank, as Rights Agent (incorporated by reference to the Registrant's Current Report on Form 8-K, filed February 23, 1997). 4.2 Indenture, dated as of August 23, 1996, between the Registrant and Harris Trust and Savings Bank, as Trustee (incorporated by reference to the Registrant's Current Report on Form 8-K, filed September 23, 1996). 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 Tokheim Corporation 1996 Key Management Incentive Bonus Plan (incorporated by reference to the Registrant's Report on Form 10-Q/A, for the quarter ended February 29, 1996, filed November 20, 1996). 10.3 Employment Agreement, dated December 10, 1997, between the Registrant and Douglas K. Pinner (incorporated by reference to the Registrant's Annual Report on 10-K for the year ended November 30, 1997). 10.4 Employment Agreement, dated December 23, 1997, between the Registrant and John A. Negovetich (incorporated by reference to the Registrant's Annual Report on 10-K for the year ended November 30, 1997). 10.5 Employment Agreement, dated December 23, 1997, between the Registrant and Jacques St- Denis (incorporated by reference to the Registrant's Annual Report on 10-K for the year ended November 30, 1997). 10.6 Employment Agreement, dated December 23, 1997, between the Registrant and Norman L. Roelke (incorporated by reference to the Registrant's Annual Report on 10-K for the year ended November 30, 1997). 10.7 Employment Agreement, dated December 23, 1997, between the Registrant and Scott A. Swogger (incorporated by reference to the Registrant's Annual Report on 10-K for the year ended November 30, 1997). 10.8 Technology License Agreement, effective as of December 1, 1997, between Registrant and Gilbarco, Inc. (incorporated by reference to the Registrant's Annual Report on 10-K for the year ended November 30, 1997). 10.9 Tokheim Corporation 1997 Incentive Plan (incorporated by reference to the Registrant's Annual Report on 10-K for the year ended November 30, 1997). 10.10 Employment Agreement, dated December 31, 1997, between Management Solutions, Inc. and Arthur S. Elston (incorporated by reference to the Registrant's Annual Report on 10-K for the year ended November 30, 1997). 10.11 Amendment No. 4 to Credit Agreement, dated as of September 3, 1996, among the Registrant, certain subsidiaries of the Registrant, certain banks and NBD Bank, N.A. (the "Credit Agreement") , dated as of December 29, 1997 (incorporated by reference to the registrant's annual report on Form 10-K for the year ended November 30, 1997) 10.12 Amendment No. 5 to Credit Agreement, dated as of March 20, 1998 11 Statement Regarding Computation of Per Share Earnings. 27 Financial Data Schedule. (b) Reports on Form 8-K: The Company filed a report on Form 8-K dated December 31, 1997 describing the MSI acquisition. An amendment to that Form 8-K dated December 31, 1997, included financial statements of MSI and unaudited pro forma financial statements. The Company filed a Form 8-K dated March 17, 1998 containing an exhibit to the registration statement for the Offering. 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. TOKHEIM CORPORATION Date: May 14, 1998 /s/ Douglas K. Pinner ---------------------- Chairman, President and Chief Executive Officer Date: May 14, 1998 /s/ John A. Negovetich ----------------------- Executive Vice President, Finance and Administration EXHIBIT INDEX NO. DESCRIPTION 2 Stock Purchase Agreement, dated as of December 29, 1997 between the Registrant and Arthur S. ("Rusty") Elston, Ronald H. Elston, Eric E. Burwell and Curt E. Burwell (incorporated by reference to the Registrant's Current Report on Form 8-K, dated December 31, 1997). 3.1 Restated Articles of Incorporation of the Registrant, as amended, as filed with the Indiana Secretary of State on February 5, 1997 (incorporated by reference to the Registrant's Annual Report on Form 10-K/A for the year ended November 30, 1996). 3.2 Bylaws of the Registrant, as restated on July 12, 1995 (incorporated by reference to the Registrant's Annual Report on Form 10-K/A, for the year ended November 30, 1995, filed November 20, 1996). 4.1 Rights Agreement, dated as of January 22, 1997, between the Registrant and Harris Trust and Savings Bank, as Rights Agent (incorporated by reference to the Registrant's Current Report on Form 8-K, filed February 23, 1997). 4.2 Indenture, dated as of August 23, 1996, between the Registrant and Harris Trust and Savings Bank, as Trustee (incorporated by reference to the Registrant's Current Report on Form 8-K, filed September 23, 1996). 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 Tokheim Corporation 1996 Key Management Incentive Bonus Plan (incorporated by reference to the Registrant's Report on Form 10-Q/A, for the quarter ended February 29, 1996, filed November 20, 1996). 10.3 Employment Agreement, dated December 10, 1997, between the Registrant and Douglas K. Pinner (incorporated by reference to the Registrant's Annual Report on 10-K for the year ended November 30, 1997). 10.4 Employment Agreement, dated December 23, 1997, between the Registrant and John A. Negovetich (incorporated by reference to the Registrant's Annual Report on 10-K for the year ended November 30, 1997). 10.5 Employment Agreement, dated December 23, 1997, between the Registrant and Jacques St- Denis (incorporated by reference to the Registrant's Annual Report on 10-K for the year ended November 30, 1997). 10.6 Employment Agreement, dated December 23, 1997, between the Registrant and Norman L. Roelke (incorporated by reference to the Registrant's Annual Report on 10-K for the year ended November 30, 1997). 10.7 Employment Agreement, dated December 23, 1997, between the Registrant and Scott A. Swogger (incorporated by reference to the Registrant's Annual Report on 10-K for the year ended November 30, 1997). 10.8 Technology License Agreement, effective as of December 1, 1997, between Registrant and Gilbarco, Inc. (incorporated by reference to the Registrant's Annual Report on 10-K for the year ended November 30, 1997). 10.9 Tokheim Corporation 1997 Incentive Plan (incorporated by reference to the Registrant's Annual Report on 10-K for the year ended November 30, 1997). 10.10 Employment Agreement, dated December 31, 1997, between Management Solutions, Inc. and Arthur S. Elston (incorporated by reference to the Registrant's Annual Report on 10-K for the year ended November 30, 1997). 10.11 Amendment No. 4 to Credit Agreement, dated as of September 3, 1996, among the Registrant, certain subsidiaries of the Registrant, certain banks and NBD Bank, N.A. (the "Credit Agreement") , dated as of December 29, 1997 (incorporated by reference to the registrant's annual report on Form 10-K for the year ended November 30, 1997) 10.12 Amendment No. 5 to Credit Agreement, dated as of March 20, 1998 11 Statement Regarding Computation of Per Share Earnings. 27 Financial Data Schedule. EX-10 2 EXHIBIT 10.12 - AMENDMENT NO. 5 TO CREDIT AGREEMENT Exhibit 10.12 Execution Copy AMENDMENT NO. 5 TO CREDIT AGREEMENT Dated as of March 20, 1998 THIS AMENDMENT NO. 5 TO CREDIT AGREEMENT ("Amendment") is made as of March 20, 1998 by and among TOKHEIM CORPORATION, an Indiana corporation (the "Company"), certain of the Company's Subsidiaries listed on the signature pages hereof (the "Other Borrowers"), the financial institutions listed on the signature pages hereof (the "Lenders") and NBD BANK, N.A., in its individual capacity as a Bank and as agent (the "Agent") on behalf of the Lenders under that certain Credit Agreement dated as of September 3, 1996, by and among the Company, the Other Borrowers, the Lenders and the Agent (as amended, the "Credit Agreement"). Defined terms used herein and not otherwise defined herein shall have the meaning given to them in the Credit Agreement. WITNESSETH WHEREAS, the Company, the Other Borrowers, the Lenders and the Agent are parties to the Credit Agreement; WHEREAS, the Company has requested that the Lenders amend the Credit Agreement in certain respects; and WHEREAS, the Lenders and the Agent are willing to amend the Credit Agreement on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Other Borrowers, the Lenders and the Agent have agreed to the following amendments to the Credit Agreement. 1. Amendment to Credit Agreement. Effective as of March 30, 1998, and subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement is hereby amended as follows: 1.1 Section 6.2 of the Credit Agreement is hereby amended by adding the following at the end of the first sentence thereof: *and to purchase Senior Subordinated Notes to the extent permitted in Section 6.30." 1.2 Section 6.30 of the Credit Agreement is hereby amended by deleting the language added pursuant to Amendment No. 2 dated as of June 30, 1997, and substituting the following therefor: *except that the Company may purchase Senior Subordinated Notes in the original principal amount of up to $45,000,000 provided the aggregate amount paid for such Senior Subordinated Notes does not exceed $54,000,000. 2. Conditions of Effectiveness. This Amendment shall become effective and be deemed effective as of March 20, 198, if, and only if, the Agent shall have received each of the following: (a) duly executed originals of this Amendment from the Company, the Other Borrowers and the Required Lenders; and (b) such other documents, instruments and agreements as the Agent may reasonably request. 3. Representations and Warranties of the Company. The Company and the Other Borrowers hereby represent and warrant as follows: (a) This Amendment and the Credit Agreement as previously executed and amended and as amended hereby, constitute legal, valid and binding obligations of the Company and the Other Borrowers and are enforceable against the Company and the Other Borrowers in accordance with their terms. (b) Upon the effectiveness of this Amendment, the Company and the Other Borrowers hereby reaffirm all covenants, representations and warranties made in the Credit Agreement, to the extent the same are not amended hereby, and agree that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment. 4. Reference to the Effect on the Credit Agreement. (a) Upon the effectiveness of Section 1 hereof, on and after the date hereof, each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import shall mean and be a reference to the Credit Agreement dated as of September 3, 1996, as amended previously and as amended hereby. (b) Except as specifically amended above, the Credit Agreement dated as of September 3, 1996, and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect, and are hereby ratified and confirmed. (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Agent or any of the Lenders, not constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith. 5. Costs and Expenses. The Company agrees to pay all reasonable costs, fees and out-of-pocket expenses (including attorneys' fees and expenses charged to the Agent) incurred by the Agent in connection with the preparation, execution and enforcement of this Amendment. 6. Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws (as opposed to the conflict of law provisions) of the State of Illinois. 7. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. 8. Counterparts. This Amendment may be executed by one or more of the parties to the Amendment on any number of separate counterparts and al of said counterparts taken together shall be deemed to constitute one and the same instrument. IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written. TOKHEIM CORPORATION By:_____________________________ Title:__________________________ SOGEN S.A., as a Borrower By:_____________________________ Title:__________________________ SOFITAM INTERNATIONAL S.A., as a Borrower By:_____________________________ Title:__________________________ SOFITAM EQUIPEMENT S.A., as a Borrower By:_____________________________ Title:__________________________ NBD BANK, N.A., as a Lender, an Issuing Lender, a Swing Line Lender and as Agent By:_____________________________ Title:__________________________ THE FIRST NATIONAL BANK OF CHICAGO, LONDON BRANCH, as a Lender with respect to the French Borrowing Subsidiaries By:_____________________________ Title:__________________________ EX-11 3 EXHIBIT 11 TOKHEIM CORPORATION AND SUBSIDIARIES Exhibit (11) - Earnings Per Share for the three month periods ended February 28, 1997 and 1996. (Restated to Apply SFAS No. 128) Basic earnings per share (EPS) is calculated based on income (loss) available to common shareholders and the weighted average number of shares outstanding during each period. Diluted EPS includes additional dilution from potential common stock equivalents such as stock issued pursuant to the conversion of preferred stock or the exercise of stock options outstanding. The following table presents information necessary to calculate EPS for the three month periods ended February 28, 1997 and 1996. BASIC AND DILUTED --------------------------- 1997 1996 --------------------------- Shares outstanding (in thousands): Weighted average outstanding................ 7,949 7,937 Net income (loss)............................. $ 126 $ (613) Preferred stock dividends..................... $ (383) $ (389) ------------ ----------- Loss applicable to common stock............... $ (257) $ (1,002) ============ =========== Net loss per common share..................... $ (0.03) $ (0.13) ============ =========== Dilutive loss per share for the three month periods ended February 28, 1997 and 1996 is considered to be the same as basic loss per share, since the effects of potentially dilutive securities would be antidilutive. TOKHEIM CORPORATION AND SUBSIDIARIES Exhibit 11 - Earnings Per Share for the three-month periods ended May 31, 1997 and 1996 (Restated to Apply SFAS No. 128) Basic earnings per share (EPS) is calculated based on income available to common shareholders and the weighted average number of shares outstanding during each period. Diluted EPS includes additional dilution from potential common stock equivalents such as stock issued pursuant to the conversion of preferred stock or the exercise of stock options outstanding. The following table presents information necessary to calculate EPS for the three-month periods ended May 31, 1997 and May 31, 1996: BASIC ----------------------------- May 31, May 31, 1997 1996 ---------- ----------- Shares outstanding (in thousands): Weighted average outstanding........... 7,974 7,939 Net income ............................... 1,210 486 Preferred stock dividends................. (375) (385) ---------- ----------- Income applicable to common stock......... 835 101 ========== =========== Net income per common share............... $ 0.10 $ 0.01 ========== =========== DILUTED ----------------------------- May 31, May 31, 1997 1996 ---------- ----------- Shares outstanding (in thousands): Weighted average outstanding........... 7,974 7,939 Share equivalents related to the exercise of stock options............... 60 104 Conversion of preferred stock on a weighted average basis................ 791 803 ---------- ----------- Adjusted shares outstanding............... 8,825 8,846 ========== =========== Net income................................... $ 1,210 $ 486 Incremental Retirement Savings Plan expense................................... (375) (385) ---------- ----------- Income applicable to common stock............ $ 835 $ 101 ========== =========== Net income per common share.................. $ 0.09 $ 0.01 ========== =========== TOKHEIM CORPORATION AND SUBSIDIARIES Exhibit 11 - Earnings Per Share for the three-month periods ended August 31, 1997 and 1996 (Restated to apply SFAS No. 128) Basic earnings per share (EPS) is calculated based on income (loss) available to common shareholders and the weighted average number of shares outstanding during each period. Diluted EPS includes additional dilution from potential common stock equivalents such as stock issued pursuant to the conversion of preferred stock or the exercise of stock options outstanding. The following table presents information necessary to calculate EPS for the three-month periods ended August 31, 1997 and 1996. Basic and Diluted ---------------------------- August 31, August 31, 1997 1996 --------- ----------- Shares outstanding (in thousands): Weighted average outstanding............. 8,032 7,939 Net income (loss)........................... 152 (37) Preferred stock dividends................... (378) (385) --------- ----------- Loss applicable to common stock............. (226) (422) ========= =========== Net loss per common share................... $ (0.03) $ (0.05) ========= =========== Dilutive loss per share for the three-month periods ended August 31, 1997 and 1996 is considered to be the same as basic loss per share since the effects of potentially dilutive securities would be antidilutive. TOKHEIM CORPORATION AND SUBSIDIARIES Exhibit 11 - Earnings Per Share for the six-month period ended May 31, 1997 and May 31, 1996 (Restated to apply SFAS No. 128) Basic earnings per share (EPS) is calculated based on income (loss) available to common shareholders and the weighted average number of shares outstanding during each period. Diluted EPS includes additional dilution from potential common stock equivalents such as stock issued pursuant to the conversion of preferred stock or the exercise of stock options outstanding. The following table presents information necessary to calculate EPS for the six-month periods ended May 31, 1997 and May 31, 1996. BASIC ----------------------------- May 31, May 31, 1997 1996 ---------- ----------- Shares outstanding (in thousands): Weighted average outstanding............. 7,961 7,938 Net income (loss)........................... 1,335 (127) Preferred stock dividends................... (758) (774) ---------- ---------- Income (loss) applicable to common stock.... 577 (901) ========== ========== Net income (loss) per common share.......... $ 0.07 $ (0.11) ========== ========== DILUTED ----------------------------- May 31, May 31, 1997 1996 ---------- ----------- Shares outstanding (in thousands): Weighted average outstanding............. 7,961 7,938 Share equivalents related to the exercise of stock options................. 56 0 Conversion of preferred stock on a weighted average basis.................. 792 0 ---------- ---------- Adjusted shares outstanding................. 8,809 7,938 ========== ========== Net income (loss).............................. $ 1,335 $ (127) Incremental Retirement Savings Plan expense..................................... (758) (774) ---------- ---------- Income (loss) applicable to common stock....... $ 577 $ (901) ========== ========== Net income (loss) per common share............. $ 0.07 $ (0.11) ========== ========== Dilutive loss per share for the six-month period ended May 31, 1996 is considered to be the same as basic loss per share since the effects of potentially dilutive securities would be antidilutive. TOKHEIM CORPORATION AND SUBSIDIARIES Exhibit 11 - Earnings Per Share for the nine-month periods ended August 31, 1997 and August 31, 1996 Basic earnings per share (EPS) is calculated based on income (loss) available to common shareholders and the weighted average number of shares outstanding during each period. Diluted EPS includes additional dilution from potential common stock equivalents such as stock issued pursuant to the conversion of preferred stock or the exercise of stock options outstanding. The following table presents information necessary to calculate EPS for the nine-month periods ended August 31, 1997 and August 31, 1996: BASIC ----------------------------- August 31, August 31, 1997 1996 ---------- ----------- Shares outstanding (in thousands): Weighted average outstanding............. 7,985 7,939 Net income (loss)........................... 1,487 (164) Preferred stock dividends................... (1,136) (1,159) ---------- ---------- Income (loss) applicable to common stock.... 351 (1,324) ========== ========== Net income (loss) per common share.......... $ 0.04 $ (0.17) ========== ========== DILUTED ----------------------------- August 31, August 31, 1997 1996 ---------- ----------- Shares outstanding (in thousands): Weighted average outstanding............. 7,985 7,938 Share equivalents related to the exercise of stock options................. 111 0 Conversion of preferred stock on a weighted average basis.................. 788 0 ---------- --------- Adjusted outstanding........................ 8,884 7,938 ========== ========= Net income (loss).............................. $ 1,487 $ (164) Incremental Retirement Savings Plan expense..................................... (1,136) (1,159) ---------- ---------- Income (loss) applicable to common stock....... $ 351 $ (1,323) ========== ========== Net income (loss) per common share............. $ 0.04 $ (0.17) ========== ========== Dilutive loss per share for the six-month period ended May 31, 1996 is considered to be the same as basic loss per share since the effects of potentially dilutive securities would be antidilutive. EX-27 4 FINANCIAL DATA SCHEDULE
5 1000 3-MOS NOV-30-1998 FEB-28-1998 8127 0 76484 3952 67541 155240 108284 66198 282352 103718 90000 21168 10457 0 (18651) 282352 90852 90852 67074 67074 0 0 4011 (5036) 300 (5606) 0 0 0 (5606) (0.72) (0.72) Represents gross inventory net of loss reserve. Represents gross PP&E. Represents redeemable preferred stock of $24,000 less Guaranteed ESOP of $8,836 and treasury stock of $4,707. Represents common stock of $21,316 less treasury stock of $148. Represents retained earnings of $3,854 less minimum pension liability of $2,173 and foreign currency translation adjustments of $20,332. Includes product development expenses and excludes depreciation and amortization.
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