-----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, MQnZpgPaxN5IJ4Xte/nwz+NyymX4s5/BEsflndVaRz/HIIfrvvWNhkChyl9dNS7N iyLWEfRtD/m7UiVVP+mN2A== 0001005150-98-000604.txt : 19980616 0001005150-98-000604.hdr.sgml : 19980616 ACCESSION NUMBER: 0001005150-98-000604 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980430 FILED AS OF DATE: 19980615 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: URSTADT BIDDLE PROPERTIES INC CENTRAL INDEX KEY: 0001029800 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 042458042 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-12803 FILM NUMBER: 98648094 BUSINESS ADDRESS: STREET 1: C/O HRE PROPERTIES INC STREET 2: 321 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038638200 FORMER COMPANY: FORMER CONFORMED NAME: HRE PROPERTIES INC DATE OF NAME CHANGE: 19961230 10-Q 1 FORM 10-Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Quarterly Report under Section 13 or 15(d) of The Securities Exchange Act of 1934 For Quarter Ended April 30, 1998 Commission File Number 1-6309 -------------- URSTADT BIDDLE PROPERTIES INC. ------------------------------ (Exact Name of Registrant as Specified in Charter) MARYLAND 04-2458042 - -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 321 RAILROAD AVENUE, GREENWICH, CT 06830 - ---------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 863-8200 The number of shares of Registrant's common shares outstanding as of the close of period covered by this report: 5,223,533 ---------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- THE SEC FORM 10-Q, FILED HEREWITH, CONTAINS 12 PAGES, NUMBERED CONSECUTIVELY FROM 1 TO 12 INCLUSIVE, OF WHICH THIS PAGE IS 1. 1 INDEX URSTADT BIDDLE PROPERTIES INC. PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Consolidated Statements of Income--Three months ended April 30, 1998 and 1997, Six months ended April 30, 1998 and 1997 Consolidated Balance Sheets--April 30, 1998 and October 31, 1997. Consolidated Statements of Cash Flows--Six months ended April 30, 1998 and 1997. Consolidated Statements of Stockholders' Equity--Six months ended April 30, 1998 and 1997. Notes to Consolidated Financial Statements. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders Item 6. Exhibits and Reports on Form 8-K SIGNATURES 2 URSTADT BIDDLE PROPERTIES INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share data)
APRIL 30 October 31 -------- ---------- ASSETS 1998 1997 ---- ---- (unaudited) Real Estate Investments: Properties owned-- at cost, net of accumulated depreciation $74,612 $94,489 Properties available for sale - at cost, net of accumulated depreciation and recoveries 44,246 22,327 Investment in unconsolidated joint venture 9,008 8,920 Mortgage notes receivable 2,656 3,605 -------- -------- 130,522 129,341 -------- -------- Cash and cash equivalents 10,069 1,922 Interest and rent receivable 2,317 2,649 Deferred charges, net of accumulated amortization 2,405 2,468 Other assets 1,227 1,050 -------- -------- $146,540 $137,430 -------- -------- LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Mortgage notes payable $20,073 $43,687 Accounts payable and accrued expenses 1,030 1,603 Deferred directors' fees and officers' compensation 597 550 Other liabilities 1,186 1,175 -------- -------- 22,886 47,015 -------- -------- Minority Interest 2,125 2,125 Prefered Stock, par value $01 per share; 20,000,000 shares authorized: 8.99% Series B Senior Cumulative Preferred Stock (liquidation preference of $100 per share); 350,000 shares issued and outstanding 33,462 - Stockholders' Equity: Excess stock, par value $.01 per share; 10,000,000 shares authorized; none issued and outstanding - - Common stock, par value $.01 per share; 70,000,000 shares authorized; 5,223,533 and 5,167,495 outstanding shares in 1998 and 1997, respectively 51 51 Additional paid in capital 118,886 117,763 Cumulative distributions in excess of net income (29,038) (28,530) Unamortized restricted stock compensation and notes receivable from officers/stockholders (1,832) (994) ------- ------- 88,067 88,290 ------- ------- $146,540 $137,430 ======== ========
The accompanying notes to consolidated financial statements are an integral part of these statements. 3 URSTADT BIDDLE PROPERTIES INC. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In thousands, except share data)
Six Months Ended Three Months Ended April 30 April 30 ---------------------------- -------------------- 1998 1997 1998 1997 ---- ---- ---- ---- REVENUES: Operating leases $11,236 $12,952 $5,711 $4,692 Financing leases 177 237 89 118 Interest and other 845 646 617 487 Equity in income of unconsolidated 61 36 33 18 joint venture ------ ------ ----- ----- 12,319 13,871 6,450 5,315 ------ ------ ----- ----- OPERATING EXPENSES: Property expenses 3,790 3,772 1,896 1,939 Interest 1,347 1,659 419 828 Depreciation and amortization 2,262 1,979 1,046 995 General and administrative expenses 986 678 463 187 Directors' fees and expenses 106 93 47 40 ------ ------ ----- ----- 8,491 8,181 3,871 3,989 ------ ------ ----- ----- OPERATING INCOME 3,828 5,690 2,579 1,326 Minority interest in Results of Consolidated Joint Venture 70 - 70 - ------ ------ ----- ----- NET INCOME 3,758 5,690 2,509 1,326 Preferred stock dividends (988) - (778) - ------ ------ ----- ----- NET INCOME APPLICABLE TO COMMON STOCKHOLDERS $2,770 $5,690 $1,731 1,326 ====== ====== ===== ===== NET INCOME PER COMMON SHARE $.53 $1.12 $.33 $.26 ====== ====== ===== ===== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 5,209 5,098 5,220 5,097 ====== ====== ===== =====
The accompanying notes to consolidated financial statements are an integral part of these statements. 4 URSTADT BIDDLE PROPERTIES INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands)
Six Months Ended April 30, -------------------------- 1998 1997 ---- ---- OPERATING ACTIVITIES: Net income $3,758 $5,690 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,262 1,979 Compensation recognized relating to restricted stock 130 --- Recovery of investment in properties owned subject to financing leases 564 496 Equity in income of unconsolidated joint venture (61) (36) (Increase) decrease in interest and rent receivable 332 200 (Decrease) increase in accounts payable and accrued expenses (526) 935 (Increase) decrease in other assets and other liabilities, net (165) (51) ------- ------ NET CASH PROVIDED BY OPERATING ACTIVITIES 6,294 9,213 ------- ------ INVESTING ACTIVITIES: Acquisitions of properties (3,535) (293) Deposits on acquisitions (300) --- Improvements to properties and deferred charges (968) (2,976) Investment in unconsolidated joint venture (27) (170) Payments received on mortgage notes receivable 949 51 Miscellaneous - - ------- ------ NET CASH (USED IN) INVESTING ACTIVITIES (3,881) (3,388) ------- ------ FINANCING ACTIVITIES: Common dividends paid (3,278) (3,174) Preferred dividends paid (988) Proceeds from sales of additional common shares 152 465 Net proceeds from sale of preferred stock 33,462 --- Purchases of common shares --- (15) Payments on mortgage notes payable (23,614) (768) ------- ------ NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 5,734 (3,492) ------- ------ NET INCREASE IN CASH AND CASH EQUIVALENTS 8,147 2,333 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,922 1,819 ------- ------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $10,069 $4,152 ======= ======
The accompanying notes to consolidated financial statements are an integral part of these statements. 5 URSTADT BIDDLE PROPERTIES INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In thousands, except shares and per share data)
Common Shares ---------------------------- Outstanding Number of Additional Common Par Paid In Shares Value Capital ------ ----- ------- BALANCES-- OCTOBER 31, 1996 5,346,081 -- $ 124,126 Net Income -- -- -- Cash dividends paid ($.62 per share) -- -- -- Sale of additional common shares under dividend reinvestment plan 8,256 -- 144 Exercise of stock options 27,332 -- 321 Common Shares issued under restricted stock plan 49,000 839 Deemed purchase of common stock in connection with organization of unconsolidated joint venture (272,727) -- (4,295) Purchase and retirement of common shares (1,000) -- -- Reduction in Treasury Shares -- (3,507) --------- --- ------ BALANCES - APRIL 30, 1997 5,156,942 -- ========= === ====== BALANCES - OCTOBER 31, 1997 5,167,495 $51 $117,763 Net Income -- -- -- Cash dividends paid ($.64 per share) -- -- -- Preferred stock dividends declared -- -- -- Sale of -- -- -- additional common shares under dividend reinvestment plan 7,414 -- 140 Exercise of stock options 874 -- 12 Common shares issued under restricted stock plan - net 47,750 -- 971 Unamortized restricted stock compensation -- -- ----------- --- -- BALANCES - APRIL 30, 1998 5,223,533 $51 $118,886 =========== === ========
Unamortized Restricted (Cumulative Stock Treasury Distributions Compensation Total Shares at In Excess of and Notes Stockholders Cost Net Income) Receivable Equity ------- ----------- ---------- ------ BALANCES-- OCTOBER 31, 1996 (3,492) $(30,668) $-- $ 89,966 Net Income -- 5,690 -- 5,690 Cash dividends paid ($.62 per -- (3,174) -- (3,174) share) Sale of additional common shares under dividend -- -- 144 reinvestment plan Exercise of stock options -- -- 321 Common Shares issued under restricted stock plan 839 Deemed purchase of common stock in connection with organization of unconsolidated joint venture -- -- (4,295) Purchase and retirement of common shares (15) -- -- (15) Reduction in Treasury Shares (3,507) -- -- -- ------ ----------- ----------- ----------- BALANCES - APRIL 30, 1997 $ --- $ (28,152) $--- $ 89,476 ====== =========== =========== =========== BALANCES - OCTOBER 31, 1997 -- $ (28,530) $ (994) $ 88,290 Net Income -- 3,758 -- 3,758 Cash dividends paid ($.64 per -- (3,278) -- (3,278) share) Preferred stock -- (988) -- (988) dividends declared Sale of additional common shares under dividend -- -- -- 140 reinvestment plan Exercise of stock options -- -- -- 12 Common shares issued under restricted stock -- -- -- 971 plan - net Unamortized restricted stock compensation -- -- (838) (838) ------ ----------- ----------- ----------- BALANCES - APRIL 30, 1998 $ --- $ (29,038) $ (1,832) $ 88,067 ====== =========== =========== ===========
The accompanying notes to consolidated financial statements are an integral part of these statements. 6 URSTADT BIDDLE PROPERTIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Business and Organization Urstadt Biddle Properties Inc.(formerly HRE Properties, Inc.), (the "Company") is a real estate investment trust engaged in the acquisition, ownership and management of commercial real estate, primarily neighborhood and community shopping centers in the northeastern part of the United States. Other assets include office and retail buildings and industrial properties. The Company's major tenants include supermarket chains and other retailers who sell basic necessities. On March 11 1998, the stockholders of the Company approved an amendment to the Articles of Incorporation of the Company to change the name of the Company from HRE Properties, Inc. to Urstadt Biddle Properties Inc. effective March 12, 1998. Basis of Presentation The accompanying unaudited consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary, and joint ventures in which the Company has the ability to control the affairs of the venture. All significant intercompany transactions and balances have been eliminated. The Company's investment in an unconsolidated joint venture in which it does not exercise control is accounted for by the equity method of accounting. The financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Results of operations for the six-month period ended April 30, 1998 are not necessarily indicative of the results that may be expected for the year ending October 31, 1998. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's annual report for the fiscal year ended October 31, 1997. Preferred Stock The Company is authorized to issue up to 20,000,000 shares of preferred stock. In January 1998, the Company completed a private placement of 350,000 shares of 8.99% Series B Senior Cumulative Preferred Stock, par value $.01 per share, with a liquidation preference of $100 per share ("Series B Preferred Stock"). Holders of the Series B Preferred Stock are entitled to receive cumulative preferential cash dividends equal to 8.99% per annum, payable quarterly in arrears and subject to adjustment under certain circumstances. The Series B Preferred Stock has no stated maturity, will not be subject to any sinking fund or mandatory redemption and will not be convertible into other securities or property of the Company. On or after January 8, 2008, the Series B Preferred Stock may be redeemed by the Company at its option, in whole or in part, at a redemption price of $100 per share, plus all 7 accrued but unpaid dividends. Upon a Change in Control of the Company (as defined), (i) each holder of Series B Preferred Stock shall have the right, at such holder's option, to require the Company to repurchase all or any part of such holder's Series B Preferred Stock for cash at a repurchase price of $100 per share, plus all accrued and unpaid dividends, and (ii) the Company shall have the right, at the Company's option, to redeem all or any part of the Series B Preferred Stock at (a) prior to January 8, 2008, the Make-Whole Price (as defined) and (b) on or subsequent to January 8, 2008, the redemption price of $100 per share, plus all accrued and unpaid dividends. The Series B Preferred Stock also contains covenants which require the Company to maintain certain financial coverages relating to fixed charge and capitalization ratios. Shares of the Series B Preferred Stock are non-voting; however, under certain circumstances (relating to non-payment of dividends or failure to comply with the financial covenants) the preferred stockholders will be entitled to elect two directors. Stockholders Equity The Company has a Restricted Stock Plan (Plan) providing for the grant of restricted stock awards to key employees of the Company. The Plan allows for restricted stock awards of up to 250,000 common shares of the Company. During the first quarter of fiscal 1998, the Company awarded 51,250 restricted shares to certain key employees as an incentive for future services. The shares vest over five years. Dividends are paid on shares when declared. The market value of shares awarded has been recorded as unamortized restricted stock compensation and is shown as a separate component of stockholders' equity. Unearned restricted stock compensation is being amortized to expense over the five year vesting period. Properties Owned In March 1998, the Company purchased a mixed use property for a purchase price of $3,100,000. Mortgage Notes Payable and Lines of Credit During fiscal 1998, the Company fully repaid two mortgage notes payable totaling $23,469,000. In June 1998, the Company amended its $5 million unsecured revolving credit agreement with a bank to increase the facility to $15 million and extend the maturity date to September 1999. Commitments The Company has contracted to purchase a mixed use property for a purchase price of $4,665,000. The Company has contracted to sell a retail property at a sale price of $23,500,000 net of estimated expenses of $500,000 which is in excess of its net carrying value. 8 PART I - FINANCIAL INFORMATION (continued) Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources The Company's liquidity and capital resources include its cash and cash equivalents, funds available from bank borrowings and long-term mortgage debt, capital financings and sales of real estate investments. The Company meets its liquidity requirements primarily by generating cash from the operations of its properties. Payments of expenses related to real estate operations, capital improvement programs, debt service, management and professional fees, and dividend requirements place demands on the Company's liquidity. The Company believes that the financial resources currently available to it are sufficient to meet all of its known obligations and commitments and to make additional real estate investments when appropriate opportunities arise. At April 30, 1998, the Company had cash and cash equivalents of $10 million compared to $1.9 million at October 31, 1997. The Company also has $25 million in unsecured lines of credit with two major commercial banks. The credit lines are available to finance the acquisition, management or development of commercial real estate and for working capital purposes. The credit lines expire at various periods through 1999 and outstanding borrowings, if any, may be repaid from proceeds of debt refinancings or sales of properties. In June 1998, the Company increased one of its credit lines from $5 million to $15 million to provide greater financial flexibility in its property acquisition program. At April 30, 1998, there were no outstanding borrowings under existing lines of credit and long-term debt consisted of mortgage notes payable totaling $20 million, of which $.9 million in principal payments are due in the next twelve months. In January 1998, the Company sold a $35 million, 8.99% Series B Senior Cumulative Preferred Stock issue in a private placement to institutional investors, realizing net proceeds of $33.5 million (after deducting expenses of the offering). A portion of the net proceeds of the offering were used to repay approximately $23.5 million of mortgage notes payable and to complete a property acquisition of $3.1 million. The Company intends to use the balance of offering proceeds to make additional acquisitions of property. The Company makes real estate investments periodically. During the first six months of fiscal 1998, the Company acquired two properties for total consideration of $3.6 million. One of the properties acquired is a retail property located adjacent to the Company's Springfield, Massachusetts property. The property was acquired for a purchase price of $475,000. The second property, a 19,000 square foot mixed use property located in Greenwich, Connecticut, was acquired for a purchase price of $3.1 million. At April 30 1998, the Company was in contract to purchase a mixed use property for a purchase price of $4.6 million. The Company expects to utilize available cash resources to acquire the property. The Company has contracted to sell a 300,000 square foot retail property at a sale price of $23.8 million (net of estimated selling costs of $200,000). 9 Funds from Operations Funds from Operations (FFO) is defined as net income available to common stockholders (computed in accordance with generally accepted accounting principles), excluding gains (or losses) from debt restructuring and sales of properties, plus depreciation and amortization, the elimination of significant non-recurring items and after adjustments for unconsolidated joint ventures. The Company believes the level of FFO to be an appropriate supplemental financial measure of its operating performance. FFO does not represent cash flows from operations as defined by generally accepted accounting principles, is not indicative that cash flows are adequate to fund all cash needs and is not considered to be an alternative to net income. Since FFO is a supplemental measure of a real estate company's operating performance such measurement may not be comparable with those of other companies. The Company considers recoveries of investment in properties which are subject to financing leases to be analogous to amortization for purposes of calculating FFO. In the six-month period ended April 30, 1998, Funds from Operations increased 7.5% to $5,341,000 from $4,966,000 in the year ago period. The improvement results from, among other things, recent acquisitions and new leasing of space completed last year at certain of the Company's properties, the effect of which is reflected this year. A reconciliation of net income applicable to common stockholders to Funds from Operations is as follows:
SIX MONTHS ENDED APRIL 30, 1998 1997 - -------------------------- ---- ---- (amounts in thousands) Net income applicable to common stockholders $2,770 $5,690 Add: Depreciation and amortization of real estate assets 2,615 2,339 Adjustments for unconsolidated joint venture 359 297 Less: Non-recurring items* - net (403) (3,360) ---- ------ FUNDS FROM OPERATIONS $5,341 $4,966 ====== ======
*1997 amount Includes $3.25 million settlement received from one of the Company's tenants (see Results of Operations) Results of Operations Revenues Operating lease income for the three month period ended April 30, 1998 increased by 21.7% from the comparable period in fiscal 1997. The increase in lease revenues is the result of, among other things, new leasing of space at certain of the Company's properties last year, the effect of which is reflected this year and $412,000 in rental income from three properties acquired in late fiscal 1997 and 1998. Operating lease income for properties owned during both the first half of fiscal 1998 and 1997 increased by 6% compared to the same period last year. For the first six months if fiscal 1997, lease revenues included additional percentage rentals of $3,250,000 received in settlement of a dispute with one of the Company's tenants. In accordance with the terms of its lease, the tenant was required to aggregate the sales of all its stores within a specified radius when computing percentage rent due the Company. Interest income increased in fiscal 1998 from the reinvestment of a portion of the net proceeds from the sale of a preferred stock issue in short-term investments. 10 A mortgage note receivable in the carrying amount of $898,000 was repaid during the second quarter of fiscal 1998 resulting in additional interest of $278,000. Expenses Total expenses amounted to $8,491,000 in the first six-months of fiscal 1998 compared to $8,181,000 for the same period last year. The largest expense category is property expenses of the Company's real estate operating properties. Property expenses for properties owned in both fiscal 1998 and 1997 decreased by 7.5% in the first six months of fiscal 1998 from lower repairs and maintenance costs at several of the Company's retail properties. Property expenses for newly acquired properties added approximately $200,000 of additional expenses in the first half of fiscal 1998. Interest expense decreased by $409,000 and $312,000 in the three month and six month periods ended April 30, 1998, respectively from the repayment of $23,469,000 of mortgage notes payable during fiscal 1998. Depreciation and amortization expense increased in the first half of fiscal 1998 principally from depreciation on newly acquired properties. General and administrative expenses increased in fiscal 1998 from higher executive compensation expense in connection with the Company's stock-based compensation programs and higher professional fees incurred in connection with the Company's change of name. 11 PART II - OTHER INFORMATION Item 4. Submission of Matter to a Vote of Security Holders. (a) The date of the Annual meeting was March 11, 1998, (b) Stockholders voted on the following proposals. (Diamond) To consider and vote upon a proposal to amend the Company's Articles of Incorporation to change the name of the Registrant from HRE Properties, Inc. to Urstadt Biddle Properties Inc.; 4,289,209 common shares were voted in the affirmative; 291,222 common shares were voted against; and 36,708 common shares abstained in vote. (Diamond) To ratify the appointment of Arthur Andersen LLP as the independent auditors of the Registrant; 4,561,562 common shares were voted in the affirmative; 37,813 common shares were voted against; and 17,764 common shares abstained in vote. Item 6 Exhibits and Reports on Form 8-K The Registrant filed with the Commission a Current Report on Form 8K dated March 11, 1998. Such report referred under Item 5 to a change in the corporate name of the Registrant approved by the Registrant's stockholders at the Annual Meeting of Stockholders held on March 11, 1998. S I G N A T U R E S 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. URSTADT BIDDLE PROPERTIES INC. (Registrant) By: /S/ Charles J. Urstadt -------------------------- Charles J. Urstadt Chairman and Chief Executive Officer By: /S/ James R. Moore -------------------------- James R. Moore Executive Vice President/ Chief Financial Officer (Principal Financial Officer Dated: June 12, 1998 and Principal Accounting Officer) 12 EX-27 2 ART 5 FDS FOR 2ND QUARTER 10-Q
5 1 US DOLLARS 3-MOS OCT-31-1998 NOV-01-1997 APR-30-1998 1 10,069,000 0 2,317,000 0 0 0 144,459,000 (25,601,000) 146,540,000 1,030,000 20,073,000 33,462,000 0 118,937,000 (30,870,000) 146,540,000 0 12,319,000 0 3,790,000 3,354,000 0 1,347,000 2,770,000 0 2,770,000 0 0 0 2,770,000 .53 .53
-----END PRIVACY-ENHANCED MESSAGE-----