<PAGE>
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.
<PAGE>
PART I. FINANCIAL INFORMATION
TOKHEIM CORPORATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
(AMOUNTS IN THOUSANDS EXCEPT AMOUNTS PER SHARE)
<TABLE>
<CAPTION>
Three Months Ended
--------------------------
February 29, February 28,
1996 1995
--------------------------
<S> <C> <C>
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
</TABLE>
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
<PAGE>
CONSOLIDATED CONDENSED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
February 29, November 30,
1996 1995
------------ ------------
<S> <C> <C>
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
======== ========
</TABLE>
3
<PAGE>
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended
---------------------------
February 29, February 28,
1996 1995
------------ ------------
<S> <C> <C>
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
======= =======
</TABLE>
4
<PAGE>
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
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S> <C>
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
</TABLE>
(b) Reports on Form 8-K - None.
6
<PAGE>
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
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S> <C>
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
</TABLE>
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
PRIMARY
--------------------------------
1996 1995
-------------- -------------
<S> <C> <C>
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)
======= =======
</TABLE>
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.
<TABLE>
<CAPTION>
FULLY DILUTED
-----------------------
1996 1995
---------- --------
<S> <C> <C>
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)
======= =======
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
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.
</LEGEND>
<CIK> 0000098559
<NAME> TOKHEIM CORPORATION
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-END> FEB-29-1996
<CASH> 4501
<SECURITIES> 0
<RECEIVABLES> 33761
<ALLOWANCES> 1142
<INVENTORY> 37602<F1>
<CURRENT-ASSETS> 77633
<PP&E> 84284<F2>
<DEPRECIATION> 56871
<TOTAL-ASSETS> 111708
<CURRENT-LIABILITIES> 31913
<BONDS> 0
6786<F3>
0
<COMMON> 18903<F4>
<OTHER-SE> 505<F5>
<TOTAL-LIABILITY-AND-EQUITY> 111708
<SALES> 49548
<TOTAL-REVENUES> 49548
<CGS> 37860<F6>
<TOTAL-COSTS> 37860
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 748
<INCOME-PRETAX> (823)
<INCOME-TAX> (155)
<INCOME-CONTINUING> (668)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (668)
<EPS-PRIMARY> (0.13)
<EPS-DILUTED> (0.13)
<FN>
<F1>Represents gross inventory net of LIFO and loss reserves.
<F2>Represents gross PP&E.
<F3>Represents redeemable preferred stock of $24,000 less Guaranteed ESOP of
$13,280 and treasury stock of $3,934.
<F4>Represents common stock of $19,409 less Guaranteed ESOP of $303 and treasury
stock of $203.
<F5>Represents retained earnings of $8,645 less minimum pension liability of
$3,868 and foreign currency translation adjustments of $4,272.
<F6>Includes product development expenses and excludes depreciation and
amortization.
</FN>
</TABLE>
