-----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, LMLMV5T/EbqU8VEshI8jOWbxtWHQLeWkwQJmnmwtKsCne433HI1QGiIwA6TAzwMn fFUsZXqTA/CL027lx9o9PQ== 0000950129-98-002479.txt : 19980610 0000950129-98-002479.hdr.sgml : 19980610 ACCESSION NUMBER: 0000950129-98-002479 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 19980430 FILED AS OF DATE: 19980609 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUANEX CORP CENTRAL INDEX KEY: 0000276889 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 381872178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-05725 FILM NUMBER: 98644935 BUSINESS ADDRESS: STREET 1: 1900 W LOOP SOUTH STE 1500 STREET 2: ATTN THOMAS M BEWLEY CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7139614600 MAIL ADDRESS: STREET 1: 1900 WEST LOOP SOUTH STREET 2: SUITE 1500 CITY: HOUSTON STATE: TX ZIP: 77027 10-Q 1 QUANEX CORPORATION 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to ___________. Commission File Number 1-5725 QUANEX CORPORATION ------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 38-1872178 - -------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1900 West Loop South, Suite 1500, Houston, Texas 77027 ------------------------------------------------------- (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (713) 961-4600 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 ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at April 30, 1998 - ---------------------------------------- ------------------------------ Common Stock, par value $0.50 per share 14,171,704 2 QUANEX CORPORATION INDEX
Page No. -------- Part I. Financial Information: Item 1: Financial Statements Consolidated Balance Sheets - April 30, 1998 and October 31, 1997.............................................................. 1 Consolidated Statements of Income - Three and Six Months Ended April 30, 1998 and 1997 ................................................ 2 Consolidated Statements of Cash Flow - Six months Ended April 30, 1998 and 1997 ................................................ 3 Notes to Consolidated Financial Statements....................................... 4-8 Item 2: Management's Discussion and Analysis of Results of Operations and Financial Condition .................................................. 9-15 Part II. Other Information Item 1: Legal Proceedings.................................................................... 16 Item 4: Submission of Matters to a Vote of Security Holders.................................. 16 Item 6: Exhibits and Reports on Form 8-K..................................................... 16
3 PART I. FINANCIAL INFORMATION Item 1. Financial Statements QUANEX CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands)
April 30, October 31, 1998 1997 ----------- ----------- (Unaudited) (Audited) ASSETS Current assets: Cash and equivalents ....................... $ 47,110 $ 26,851 Accounts and notes receivable, net ......... 83,441 80,089 Inventories ................................ 70,194 73,035 Deferred income taxes ...................... 7,625 5,601 Prepaid expenses ........................... 2,322 1,320 --------- --------- Total current assets ............... 210,692 186,896 Property, plant and equipment ................ 664,640 642,854 Less accumulated depreciation and amortization (283,309) (263,783) --------- --------- Property, plant and equipment, net ........... 381,331 379,071 Goodwill, net ................................ 94,787 91,496 Net assets of discontinued operations ........ -- 13,554 Other assets ................................. 16,144 14,688 --------- --------- $ 702,954 $ 685,705 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable ........................... $ 75,976 $ 71,317 Income taxes payable ....................... 2,609 8,503 Accrued expenses ........................... 47,728 43,208 Current maturities of long-term debt ....... 9,748 11,050 --------- --------- Total current liabilities .......... 136,061 134,078 Long-term debt ............................... 192,618 201,858 Deferred pension credits ..................... 6,625 6,627 Deferred postretirement welfare benefits ..... 6,921 6,835 Deferred income taxes ........................ 51,284 48,111 Other liabilities ............................ 19,085 19,373 --------- --------- Total liabilities .................. 412,594 416,882 Stockholders' equity: Common stock, $.50 par value ............... 7,086 7,025 Additional paid-in capital ................. 108,058 105,146 Retained earnings .......................... 175,661 156,528 Foreign currency translation adjustment .... (147) 422 Adjustment for minimum pension liability ... (298) (298) --------- --------- Total stockholders' equity ......... 290,360 268,823 --------- --------- $ 702,954 $ 685,705 ========= =========
(1) 4 QUANEX CORPORATION CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts)
Three Months Ended Six Months Ended April 30, April 30, ------------------------ ------------------------- 1998 1997 1998 1997 --------- ----------- ---------- ---------- (Unaudited) Net sales ................................... $ 203,428 $ 185,999 $ 384,410 $ 353,954 Cost and expenses: Cost of sales ............................. 166,421 151,108 320,703 289,605 Selling, general and administrative expense 11,995 10,799 23,335 21,613 Depreciation and amortization ............. 10,911 9,511 21,478 19,124 --------- --------- --------- --------- Operating income ............................ 14,101 14,581 18,894 23,612 Other income (expense): Interest expense .......................... (3,661) (4,917) (7,405) (9,768) Capitalized interest ...................... 1,219 764 2,696 1,382 Other, net ................................ 351 860 1,352 1,251 --------- --------- --------- --------- Income from continuing operations before income taxes .................... 12,010 11,288 15,537 16,477 Income tax expense .......................... (4,254) (3,949) (5,488) (5,766) --------- --------- --------- --------- Income from continuing operations ........... 7,756 7,339 10,049 10,711 Income from discontinued operations, net of income taxes ........................... -- 1,751 -- 2,705 Gain on sale of discontinued operations, net of income taxes ........................ -- 36,290 13,606 36,290 --------- --------- --------- --------- Net income .................................. $ 7,756 $ 45,380 $ 23,655 $ 49,706 ========= ========= ========= ========= Earnings per common share: Basic: Continuing operations ................. $ 0.55 $ 0.53 $ 0.71 $ 0.78 Discontinued operations ............... -- 0.13 -- 0.20 Gain on sale of discontinued operations -- 2.65 0.97 2.65 --------- --------- --------- --------- Total basic net earnings ........... $.0.55 $ 3.31 $ 1.68 $ 3.63 ========= ========= ========= ========= Diluted: Continuing operations ................. $ 0.51 $ 0.50 $ 0.70 $ 0.77 Discontinued operations ............... -- 0.10 -- 0.16 Gain on sale of discontinued operations -- 2.18 0.95 2.18 --------- --------- --------- --------- Total diluted net earnings ......... $ 0.51 $ 2.78 $ 1.65 $ 3.11 ========= ========= ========= ========= Weighted average shares outstanding: Basic .................................... 14,154 13,716 14,119 13,680 ========= ========= ========= ========= Diluted .................................. 17,110 16,661 14,331 16,635 ========= ========= ========= =========
(2) 5 QUANEX CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOW (In thousands)
Six Months Ended April 30, ------------------------ 1998 1997 --------- --------- (Unaudited) Operating activities: Net income ................................................................ $ 23,655 $ 49,706 Adjustments to reconcile net income to cash provided by operating activities: Income from discontinued operations .................................. -- (2,705) Gain on sale of discontinued operations .............................. (13,606) (36,290) Depreciation and amortization ........................................ 21,761 19,423 Deferred income taxes ................................................ 3,173 (2,210) Deferred pension costs ............................................... (2) (94) Deferred postretirement welfare benefits ............................. 86 157 -------- -------- 35,067 27,987 Changes in assets and liabilities net of effects from acquisitions and dispositions: Increase in accounts and notes receivable ............................ (2,312) (4,109) Decrease in inventory ................................................ 96 21 Increase in accounts payable ......................................... 5,048 778 Increase (decrease) in accrued expenses .............................. 745 (585) Other, net ........................................................... (9,143) (4,003) -------- -------- Cash provided by continuing operations .......................... 29,501 20,089 Cash used in discontinued operations ............................ -- (1,332) -------- -------- Cash provided by operating activities ........................... 29,501 18,757 Investment activities: Proceeds from the sale of discontinued operations ......................... 31,434 63,900 Capital expenditures of continuing operations, net of retirements ................................................... (27,134) (35,482) Capital expenditures of discontinued operations ........................... -- (2,174) Other, net ................................................................ (1,868) (6,169) -------- -------- Cash provided by investment activities .......................... 2,432 20,075 -------- -------- Cash provided by operating and investment activities ........................................ 31,933 38,832 Financing activities: Bank borrowings (repayments), net ......................................... (10,144) (40,000) Common dividends paid ..................................................... (4,522) (4,110) Issuance of common stock under benefit plans .............................. 2,973 3,281 Other, net ................................................................ -- 831 ======== ======== Cash used in financing activities ............................... (11,693) (39,998) Effect of exchange rate changes on cash and equivalents ..................... 19 -- -------- -------- Increase (decrease) in cash and equivalents ................................. 20,259 (1,166) Cash and equivalents at beginning of period ................................. 26,851 35,962 ======== ======== Cash and equivalents at end of period ....................................... $ 47,110 $ 34,796 ======== ======== Supplemental disclosure of cash flow information: Cash paid during the period for: Interest .................................................................... $ 7,173 $ 10,127 Income taxes ................................................................ $ 10,032 $ 11,269
(3) 6 QUANEX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Accounting Policies The interim consolidated financial statements of Quanex Corporation and subsidiaries (the "Company"), are unaudited, but include all adjustments which the Company deems necessary for a fair presentation of its financial position and results of operations. All such adjustments are of a normal recurring nature. Results of operations for interim periods are not necessarily indicative of results to be expected for the full year. All significant accounting policies conform to those previously set forth in the Company's fiscal 1997 Annual Report on Form 10-K, as amended, which is incorporated by reference. Certain amounts for prior periods have been reclassified in the accompanying consolidated financial statements to conform to 1998 classifications. 2. Inventories Inventories consist of the following:
April 30, October 31, 1998 1997 ------------ ------------- (In thousands) Raw materials .......................... $22,394 $19,432 Finished goods and work in process ..... 41,646 47,739 ------- ------- 64,040 67,171 Other .................................. 6,154 5,864 ------- ------- $70,194 $73,035 ======= =======
The values of inventories in the consolidated balance sheets are based on the following accounting methods: LIFO ................................... $48,324 $51,517 FIFO ................................... 21,870 21,518 ------- ------- $70,194 $73,035 ======= =======
With respect to inventories valued using the LIFO method, replacement cost exceeded the LIFO value by approximately $19 million at April 30, 1998, and $16 million at October 31, 1997. 3. Acquisition On October 29, 1997, the Company, through its Dutch subsidiary, Piper Impact Europe B.V., ("Piper Europe"), acquired the net assets of Advanced Metal Forming C.V., a Dutch limited partnership, for approximately $30 million. Based on preliminary purchase accounting, the goodwill associated with Piper Europe is approximately NLG 26 million or $13 million as of April 30, 1998. Piper Europe produces aluminum impact extrusions and precision steel stampings for the automotive and electronics industries in Europe and North America. Piper Europe employs approximately 260 people, and its manufacturing facilities are located near Zwolle in The Netherlands. (4) 7 QUANEX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 4. Long-Term Debt and Financing Arrangements The Company has an unsecured $250 million Revolving Credit and Term Loan Agreement ("Bank Agreement"). The Bank Agreement consists of a revolving line of credit ("Revolver"). In July 1997, the term loan provisions of the Bank Agreement expired. The Bank Agreement expires July 23, 2002, and provides for up to $25 million for standby letters of credit, limited to the undrawn amount available under the Revolver. All borrowings under the Revolver bear interest, at the option of the Company, at either (a) the Prime Rate or the Federal Funds Rate plus one percent, whichever is higher, or (b) a Eurodollar-based Rate. At April 30, 1998, the Company had $90 million outstanding under the Revolver. On October 28, 1997, Piper Europe executed a stand-alone secured credit facility ("Credit Facility") providing up to 50 million Dutch Guilders ("NLG"). At April 30, 1998, 1 NLG was equal to 0.4949 U.S. dollars. The Credit Facility consists of a Roll-Over Term Loan, a Medium Term Loan and an Overdraft Facility. The Roll-Over Term Loan provides NLG 15 million for loan periods of 1, 2, 3, 6, or 12 months with repayment of outstanding borrowings on October 27, 2002. Interest is payable on the repayment date at the Amsterdam Interbank Offering Rate (AIBOR) plus 90 basis points. In the case of a loan period of twelve months, interest is payable six months after the beginning of the loan period and on the repayment date. The Medium Term Loan provides NLG 15 million at 6.375% interest payable quarterly in arrears from March 1, 1998, with quarterly repayments of principal in equal amounts of NLG 500 thousand commencing January 1, 1999 through April 1, 2006. The Overdraft Facility provides an aggregate amount of NLG 20 million to cover overdrafts or up to NLG 15 million of loans for a period of one year, subject to annual renewal. Overdrafts bear interest at the Bank's published rate for overdraft facilities plus 1% per annum. Loans under the Overdraft Facility bear interest at AIBOR plus 45 to 55 basis points. The terms of Overdraft Facility loans are selected by Piper Europe to be a period of 1, 2, 3, 6, or 12 months. Interest on overdrafts is paid quarterly in arrears. Interest on loans under the Overdraft Facility is payable on the repayment date, however, in the case of a loan period of twelve months, interest is payable six months after the beginning of the loan period and on the repayment date. At April 30, 1998, Piper Europe had NLG 35.7 million outstanding under the Credit Facility. (5) 8 QUANEX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 5. Discontinued Operations In April 1997, the Company completed the sale of its LaSalle Steel Company ("LaSalle") subsidiary. The Company recorded an after tax gain on the sale of $36.3 million in the second quarter of fiscal 1997. In the first quarter of fiscal 1998, an additional after tax gain of $833 thousand was recorded as a result of post-closing adjustments. LaSalle's results of operations have been reclassified as discontinued operations in the prior period and prior periods have been restated. For business segment reporting purposes, LaSalle's data was previously classified as "Cold Finished Steel Bars". In December 1997, the Company completed the sale of its tubing operations, comprised of Michigan Seamless Tube, Gulf States Tube and the Tube Group Administrative Office ("Tubing Operations"). The sale was effective November 1, 1997. The Company recorded a net gain on the sale of $12.8 million in the first quarter of fiscal 1998. Included in the gain is an accrual for the Company's best estimate of potential environmental clean-up costs at one of the discontinued operating facilities. Results of these operations have been reclassified as discontinued operations in the prior period and prior periods have been restated. For business segment reporting purposes, Tubing Operations were previously classified as "Steel Tubes". Net sales and income from discontinued operations are as follows:
April 30, 1997 Three Months Six Months Ended Ended ------------------------------- (In Thousands) Net sales................................. $ 59,544 $ 124,771 ======== ========= Income before income taxes................ 2,696 4,163 Income tax expense........................ (945) (1,458) -------- --------- Income from discontinued operations.... $ 1,751 $ 2,705 ======== =========
October 31, 1997 ------------------ (In Thousands) Net Assets of Discontinued Operations Current assets............................. $ 24,388 Property, plant and equipment, net......... 17,357 Other assets............................... 2,784 Current liabilities........................ (11,241) Deferred pension credits................... (4,373) Deferred postretirement welfare benefits... (22,406) Deferred income taxes...................... 6,718 Adjustment for minimum pension liability... 327 -------- Net assets of discontinued operations... $ 13,554 ========
(6) 9 QUANEX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 6. Earnings Per Share The following tables present information necessary to calculate basic and diluted earnings per share per FAS 128 for the periods indicated (in thousands except per share amounts):
For the Three Months Ended For the Three Months Ended April 30, 1998 April 30, 1997 ----------------------------------------------------------------------------------- Income Shares Per-Share Income Shares Per-Share (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount ----------- ------------- --------- ----------- ------------- --------- BASIC EPS Income from Cont. Oper. $ 7,756 14,154 $ 0.55 $ 7,339 13,716 $ 0.53 Income from Discont. Oper. -- -- 1,751 0.13 Gain on sale of Discont. Oper. -- -- 36,290 2.65 --------- ------ --------- ------- Total basic net earnings $ 7,756 $ 0.55 $ 45,380 $ 3.31 ========= ====== ========= ======= EFFECT OF DILUTIVE SECURITIES Effect of common stock Equiv. arising from stock options -- 260 -- 249 Effect of conversion of subordinated debentures $ 999 2,696 $ 999 2,696 DILUTED EPS Income from Cont. Oper. $ 8,755 17,110 $0.51 $ 8,338 16,661 $ 0.50 Income from Discont. Oper. -- -- 1,751 0.10 Gain on sale of Discont. Oper. -- -- 36,290 2.18 --------- ------ --------- ------- Total diluted net earnings $ 8,755 $0.51 $ 46,379 $ 2.78 ========= ====== ========= =======
For the Six Months Ended For the Six Months Ended April 30, 1998 April 30, 1997 ----------------------------------------------------------------------------------- Income Shares Per-Share Income Shares Per-Share (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount ----------- ------------- --------- ----------- ------------- --------- BASIC EPS Income from Cont. Oper. $ 10,049 14,119 $0.71 $ 10,711 13,680 $ 0.78 Income from Discont. Oper. -- -- 2,705 0.20 Gain on sale of Discont. Oper. 13,606 0.97 36,290 2.65 --------- ------ --------- ------- Total basic net earnings $ 23,655 $1.68 $ 49,706 $ 3.63 ========= ====== ========= ======= EFFECT OF DILUTIVE SECURITIES Effect of common stock Equiv. arising from stock options -- 212 -- 259 Effect of conversion of subordinated debentures(1) -- -- $ 1,998 2,696 DILUTED EPS Income from Cont. Oper. $ 10,049 14,331 $0.70 $ 12,709 16,635 $ 0.77 Income from Discont. Oper. -- -- 2,705 0.16 Gain on sale of Discont. Oper. 13,606 0.95 36,290 2.18 --------- ------ --------- ------- Total diluted net earnings $ 23,655 $1.65 $ 51,704 $ 3.11 ========= ====== ========= =======
- ---------------- (1) Conversion of the Company's 6.88% convertible subordinated debentures into common stock was not considered in the computation of diluted EPS for the six months ended April 30, 1998 because it was antidilutive. (7) 10 QUANEX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 7. Industry Segment Information Quanex is principally a specialized metals and metal products producer. The Company's continuing operations primarily consists of two segments: engineered steel bars and aluminum products.
Corporate Three Months Ended Engineered Aluminum and April 30, 1998 Steel Bars Products Other(1) Consolidated - ----------------------------------------------------------------------------------------------------- (In thousands) Net Sales: To unaffiliated companies......... $ 88,231 $ 115,197 $ -- $ 203,428 Intersegment(2).................... 722 -- (722) -- --------- --------- --------- --------- Total ............................. $ 88,953 $ 115,197 $ (722) $ 203,428 ========= ========= ========= ========= Operating income (loss) ........... $ 16,363 $ 779 $ (3,041) $ 14,101 ========= ========= ========= =========
Corporate Three Months Ended Engineered Aluminum and April 30, 1997 Steel Bars Products Other(1) Consolidated - ----------------------------------------------------------------------------------------------------- (In thousands) Net Sales: To unaffiliated companies ........ $ 78,031 $ 107,968 $ -- $185,999 Intersegment(2)................... 4,067 -- (4,067)(3) -- -------- --------- -------- -------- Total ............................. $ 82,098 $ 107,968 $ (4,067) $185,999 ======== ========= ======== ======== Operating income (loss) ........... $ 13,200 $ 3,839 $ (2,458) $ 14,581 ======== ========= ======== ========
Corporate Six Months Ended Engineered Aluminum and April 30, 1998 Steel Bars Products Other(1) Consolidated - ----------------------------------------------------------------------------------------------------- (In thousands) Net Sales: To unaffiliated companies ........ $ 167,428 $ 216,982 $ -- $ 384,410 Intersegment(2)................... 1,616 -- (1,616) -- --------- --------- --------- --------- Total ............................. $ 169,044 $ 216,982 $ (1,616) $ 384,410 ========= ========= ========= ========= Operating income (loss) ........... $ 28,122 $ (1,862) $ (7,366) $ 18,894 ========= ========= ========= =========
Corporate Six Months Ended Engineered Aluminum and April 30, 1997 Steel Bars Products Other(1) Consolidated - ----------------------------------------------------------------------------------------------------- (In thousands) Net Sales: To unaffiliated companies ........ $ 146,226 $ 207,728 $ -- $ 353,954 Intersegment(2)................... 8,359 -- (8,359)(3) -- --------- --------- --------- --------- Total ............................. $ 154,585 $ 207,728 $ (8,359) $ 353,954 ========= ========= ========= ========= Operating income (loss) ........... $ 22,840 $ 7,053 $ (6,281) $ 23,612 ========= ========= ========= =========
(1) Included in "Corporate and Other" are intersegment eliminations and corporate expenses. (2) Intersegment sales are conducted on an arm's-length basis. (3) Includes intersegment sales of $3.6 and $7.2 million to discontinued operations for the three and six month periods ended April 30, 1997. (8) 11 Item 2 - Management's Discussion and Analysis of Results of Operations and Financial Condition RESULTS OF OPERATIONS The Company classifies its operations into two business segments: engineered steel bars and aluminum products. The Company's products are marketed to the transportation, capital equipment, homebuilding and remodeling, defense and other commercial industries. In April 1997, the Company completed the sale of its LaSalle Steel Company ("LaSalle") subsidiary. LaSalle's results of operations have been classified as discontinued operations and prior periods have been restated. For business segment reporting purposes, LaSalle's data was previously classified as "Cold Finished Steel Bars". In October 1997, the Company, through its Dutch subsidiary, Piper Europe, purchased the net assets of Advanced Metal Forming C.V., a Dutch limited partnership, for approximately $30 million. The Company's balance sheet as of October 31, 1997 includes Piper Europe. In December 1997, the Company completed the sale of its tubing operations ("Tubing Operations"), comprised of Michigan Seamless Tube, Gulf States Tube and the Tube Group Administrative Office. The sale was effective November 1, 1997. Results of these operations have been reclassified as discontinued operations in the prior period and prior periods have been restated. For business segment reporting purposes, Tubing Operations were previously classified as "Steel Tubes". Two small divisions, Heat Treat Division and Nitro Steel Division, which were previously included with this segment, were retained by the Company and are now included in the engineered steel bars segment. The Company's engineered steel bars business reflected record quarterly and six month earnings and sales for the period ended April 30, 1998. These results were due primarily to higher sales volume, but also reflect the benefits realized from the Company's capital expenditure programs, which have allowed the Company to increase production, enhance quality and manage manufacturing costs. The Company's aluminum products business experienced an operating loss for the first six months of 1998 despite increased net sales which were primarily due to the acquisition of Piper Europe. The Nichols Aluminum division was affected by seasonal and weather-related weakness in the homebuilding business and compressed margins due to extreme tightness in the market for premium-grade raw materials. These margins, referred to herein as "price spreads", are a key financial performance indicator in the aluminum sheet business. Piper Impact continued to experience high start-up costs at its new plant during the first six months of 1998, but showed improvement and returned to profitability in the last two months of the period. The Company currently expects that overall business levels for the remainder of fiscal 1998 should be similar to those experienced during 1997. Start-up costs at Piper Impact's new plant are expected to decrease with the use of key new equipment. Aluminum products pricing pressures and weaker margins, if they continue, could impact operating results for the remainder of fiscal 1998. The sale of LaSalle in April 1997 and the Tubing Operations in December 1997 will affect income for the remainder of fiscal 1998 by the difference between the amount LaSalle and the Tubing Operations would have earned and the reduction in interest expense as a result of the repayment of debt with the net proceeds from the sale. Domestic and global market factors will impact the Company and any slowdown in the U.S. economy could affect demand and pricing for many of the Company's products. Improved financial results will be dependent upon, among other things, whether the continued strength of the economy can be sustained, improvements in the markets which the Company serves and improvement in the price spreads of aluminum products. (9) 12 Item 2 - Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) The following table sets forth selected operating data for the Company's two business segments:
Three Months Ended Six Months Ended April 30, April 30, ------------------------------ ------------------------------- 1998 1997 1998 1997 ---- ---- ---- ---- (In thousands) Engineered Steel Bars: Net Sales..................... $ 88,953 $ 82,098 $169,044 $154,585 Operating Income.............. $ 16,363 $ 13,200 $ 28,122 $ 22,840 Depreciation and amortization. $ 3,385 $ 3,520 $ 6,762 $ 7,040 Identifiable assets........... $205,472 $179,801 $205,472 $179,801 Aluminum Products: Net Sales..................... $115,197 $107,968 $216,982 $207,728 Operating Income.............. $ 779 $ 3,839 $( 1,862) $ 7,053 Depreciation and amortization. $ 7,492 $ 5,968 $ 14,648 $ 12,038 Identifiable assets........... $442,706 $417,078 $442,706 $417,078
Consolidated net sales for the three and six months ended April 30, 1998, were $203.4 and $384.4 million, respectively, representing an increase of $17.4 million, or 9%, and $30.5 million or 9%, when compared to consolidated net sales for the same periods last year. The improvement reflects improved sales volume in the Company's engineered steel bar business, sales by Piper Europe and $3.6 and $7.2 million of sales to discontinued operations reflected as inter-segment sales in the three and six months ended April 30, 1997. Net sales from the Company's engineered steel bar business for the three and six months ended April 30, 1998, were $89.0 and $169.0 million representing an increase of $6.9 million, or 8%, and $14.5 million, or 9%, when compared to the same period last year. The improvements were primarily due to sales volume increases as compared to the same prior year periods. The increase in net sales at the engineered steel bar business is principally due to the continued strength in the durable goods market, particularly transportation and capital goods, and increased production capacity resulting from capital expansion programs. Net sales from the Company's aluminum products business for the three and six months ended April 30, 1998, were $115.2 and $217.0 million representing an increase of $7.2 million, or 7%, and $9.3 million, or 4%, when compared to the same periods last year. Included in the net sales for the three and six month ended April 30, 1998 are $7.9 and $13.8 million of sales by Piper Europe. Consolidated operating income for the three and six months ended April 30, 1998 was $14.1 and $18.9 million representing a decrease of $480 thousand, or 3%, and $4.7 million, or 20%, when compared to the same periods last year. The decrease was due to lower operating earnings from the aluminum products business partly offset by improved earnings in the engineered steel bar business. Operating income from the Company's engineered steel bar business for the three and six months ended April 30, 1998, was $16.4 and $28.1 million, respectively, representing an increase of $3.2 million, or 24% and $5.3 million, or 23%, when compared to the same periods last year. This improvement was attributable to higher sales due to increased capacity and strong demand. (10) 13 Item 2 - Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) Operating income from the Company's aluminum products business for the three and six months ended April 30, 1998, was $779 thousand and a loss of $1.9 million, respectively, compared to operating income of $3.8 and $7.1 million for the same periods last year. The earnings decline in this segment is a result of weakened margins at Nichols Aluminum due to extreme tightness in the market for premium-grade raw materials as well as continued start-up costs, including higher labor and training expenses and the temporary use of less efficient production processes, at Piper Impact's new plant in New Albany, Mississippi. Selling, general and administrative expenses increased by $1.2 million, or 11%, and $1.7 million, or 8% for the three and six months ended April 30, 1998, as compared to the same periods of last year. These increases are principally due to the inclusion of Piper Europe and the higher sales levels of the Company. Depreciation and amortization increased by $1.4 million, or 15%, and $2.4 million, or 12% for the three and six months ended April 30, 1998 as compared to the same periods of last year. The increase is principally due to increased depreciation at Piper Impact and the inclusion of Piper Europe. Interest expense decreased by $1.3 and $2.4 million for the three and six months ended April 30, 1998, as compared to the same periods of 1997 as a result of reducing bank borrowings with proceeds received from the sale of LaSalle and the Tubing Operations. Capitalized interest increased by $455 thousand and $1.3 million for the three and six months ended April 30, 1998, as compared to the same periods of 1997 primarily due to Phase III and IV of the MACSTEEL expansion project. "Other, net" decreased $509 thousand for the three months ended April 30, 1998, as compared to the same period of 1997 primarily as a result of a life insurance gain in 1997. "Other, net" remained relatively constant for the six months ended April 30, 1998, as compared to the same period of 1997 as increased investment income in 1998 offset the 1997 life insurance gain mentioned above. Income from continuing operations increased $417 thousand, or 6%, for the three months ended April 30, 1998 compared to the same period of 1997. This increase is due primarily to the reduced interest expense, partially offset by the decline in operating income for the period. Income from continuing operations decreased $662 thousand, or 6% for the six months ended April 30, 1998, as compared to the same period of 1997. The decrease is primarily due to decreased operating income, partially offset by decreased interest expense and increased capitalized interest. Included in net income for the six months ended April 30, 1998 is $13.6 million of gain on sale of discontinued operations, net of income taxes. Included in net income for the three and six months ended April 30, 1997 is $36.3 million gain on the sale of discontinued operations, net of taxes, and $1.8 and $2.7 million, respectively, of income from discontinued operations, net of taxes. (11) 14 Item 2 - Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) LIQUIDITY AND CAPITAL RESOURCES The Company's principal sources of funds are cash on hand, cash flow from operations, and borrowings under an unsecured $250 million Revolving Credit and Term Loan Agreement ("Bank Agreement"). The Bank Agreement consists of a revolving line of credit ("Revolver"). In July 1997, the term loan provisions of the Bank Agreement expired. The maturity date of the Bank Agreement, however, was extended by one year to July 23, 2002. The Bank Agreement also provides for up to $25 million for letters of credit, limited to the undrawn amount available under the Revolver. All borrowings under the Revolver bear interest, at the option of the Company, at either (i) the Prime Rate or the Federal Funds Rate plus one percent, whichever is higher, or (ii) a Eurodollar-based Rate. In the fourth quarter of fiscal 1996, the Company entered into interest rate swap agreements, which effectively converted $100 million of its variable rate debt under the Bank Agreement to fixed rate. Under these agreements, payments are made each quarter based on a fixed rate ($50 million at 7.025%, and $50 million at 6.755%) and payments are received each quarter on a LIBOR based variable rate (5.6875% at April 30, 1998). Differentials to be paid or received under the agreements are recognized as interest expense. Payments under the swap agreements are tied to the interest periods for the borrowings under the Bank Agreement. The swap agreements mature July 29, 2003. The Bank Agreement contains customary affirmative and negative covenants and requirements to maintain a minimum consolidated tangible net worth, as defined. The Bank Agreement limits the payment of dividends and certain restricted investments. Under the Bank Agreement, at April 30, 1998, there was $90 million of outstanding Revolver borrowings. On June 30, 1995, the Company exercised its right under the terms of its Cumulative Convertible Exchangeable Preferred Stock to exchange such stock for an aggregate of $84,920,000 of its 6.88% Convertible Subordinated Debentures due June 30, 2007("Debentures"). Interest is payable semi-annually on June 30 and December 31 of each year. The Debentures are subject to mandatory annual sinking fund payments sufficient to redeem 25% of the Debentures issued on each of June 30, 2005 and June 30, 2006, to retire a total of 50% of the Debentures before maturity. The Debentures are subordinate to all senior indebtedness of the Company and are convertible, at the option of the holder, into shares of the Company's common stock at a conversion price of $31.50 per share. On April 18, 1997, the Company completed the sale of LaSalle for approximately $65 million in cash. The proceeds were used to pay down the Company's Revolver. (12) 15 Item 2 - Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) On October 29, 1997, the Company acquired, through its Dutch subsidiary, Piper Europe, substantially all of the assets of Advance Metal Forming C.V., a Dutch limited partnership, for approximately $30 million. The acquisition was financed with existing cash and bank borrowings of 35 million Dutch Guilders. Piper Europe's primary source of funds is a stand-alone secured credit facility ("Credit Facility") providing up to 50 million Dutch Guilders ("NLG"). At April 30, 1998, 1 NLG was equal to 0.4949 dollars. The Credit Facility consists of a Roll-Over Term Loan, a Medium Term Loan and an Overdraft Facility. The Roll-Over Term Loan provides NLG 15 million for loan periods of 1, 2, 3, 6, or 12 months with repayment of outstanding borrowings on October 27, 2002. Interest is payable on the repayment date at the Amsterdam Interbank Offering Rate (AIBOR) plus 90 basis points. In the case of a loan period of twelve months, interest is payable six months after the beginning of the loan period and on the repayment date. The Medium Term Loan provides NLG 15 million at 6.375% interest payable quarterly in arrears from March 1, 1998, with quarterly repayments of principal in equal amounts of NLG 500 thousand commencing January 1, 1999 through April 1, 2006. The Overdraft Facility provides an aggregate amount of NLG 20 million to cover overdrafts or up to NLG 15 million of loans for a period of one year, subject to annual renewal. Overdrafts bear interest at the Bank's published rate for overdraft facilities plus 1% per annum. Loans under the Overdraft Facility bear interest at AIBOR plus 45 to 55 basis points. The terms of Overdraft Facility loans are selected by Piper Europe to be a period of 1, 2, 3, 6, or 12 months. Interest on overdrafts is paid quarterly in arrears. At April 30, 1998, Piper Europe had NLG 35.7 million outstanding under the Credit Facility. On December 3, 1997, the Company completed the sale of its Tubing Operations for approximately $30 million in cash. The proceeds were used to improve the Company's debt structure and for investment in the Company's value-added businesses. On December 22, 1997, the Company renewed its letter of intent to purchase Decatur Aluminum Corp., a Decatur, Alabama based aluminum sheet manufacturer. The acquisition of Decatur Aluminum is subject to the results of on-going negotiations of a definitive agreement. At April 30, 1998, the Company had commitments of $30 million for the purchase or construction of capital assets, primarily relating to the Company's continued expansions and improvements programs at MacSteel, Piper and Nichols Aluminum. The Company plans to fund these capital expenditures through cash flow from operations and, if necessary, additional borrowings. The Company believes that it has sufficient funds and adequate financial sources available to meet its anticipated liquidity needs. The Company also believes that cash flow from operations, cash balances and available borrowings will be sufficient for the foreseeable future to finance anticipated working capital requirements, capital expenditures, debt service requirements and environmental expenditures. Operating Activities Cash provided by operating activities during the six months ended April 30, 1998 was $29.5 million as compared to $18.8 million provided during the six months ended April 30, 1997. The increase was principally due to lower working capital requirements and higher depreciation expense from continuing operations, and the elimination of cash used by discontinued operations. (13) 16 Item 2 - Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) Investment Activities Net cash provided by investment activities during the six months ended April 30, 1998, was $2.4 million as compared to $20.1 million for the same 1997 period. The decrease in cash provided by investment activities was principally due to decreased proceeds from the sale of discontinued operations, but partially offset by decreased capital expenditures on continuing operations and the elimination of capital expenditures on discontinued operations. The Company estimates that fiscal 1998 capital expenditures will be approximately $70 to $80 million. Financing Activities Cash used in financing activities for the six months ended April 30, 1998, was $11.7 million, as compared to $40.0 million for the same 1997 period. The cash used in both periods primarily consists of repayments of bank borrowings. NEW ACCOUNTING PRONOUNCEMENTS In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income", which is effective for the Company's year ending October 31, 1999. SFAS No. 130 establishes standards for the reporting and displaying of comprehensive income and its components. The Company will be analyzing SFAS No. 130 during 1998 to determine what, if any, additional disclosures will be required. In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information", which is effective for the Company's year ended October 31, 1999. This statement establishes standards for the reporting of information about operating segments. The Company will be analyzing SFAS No. 131 during 1998 to determine what, if any, additional disclosures will be required. In February 1998, the FASB issued SFAS No. 132, "Employer's Disclosures about Pensions and Other Postretirement Benefits", which is effective for the Company's year ended October 31, 1999. This statement defines new disclosure requirements for pension and other postretirement benefits in an effort to facilitate financial analysis by adding useful information and deleting disclosures that the FASB considers no longer useful. The Company will be analyzing SFAS No. 132 during 1998 to determine what additional disclosures will be required. (14) 17 Item 2 - Management's Discussion and Analysis of Results of Operations and Financial Condition (Continued) PRIVATE SECURITIES LITIGATION REFORM ACT Certain forward looking information contained herein is being provided in accordance with the provisions of the Private Securities Litigation Reform Act. Such information is subject to certain assumptions and beliefs based on current information known to the Company and is subject to factors that could result in actual results differing materially from those anticipated in the forward looking statements contained in this report. Such factors include domestic and international economic activity, prevailing prices of steel and aluminum scrap and other raw material costs, interest rates, construction delays, market conditions for the Company's customers, any material changes in purchases by the principal customers of AMSCO and Piper Impact, environmental regulations and changes in estimates of costs for known environmental remediation projects and situations, world-wide political stability and economic growth, the Company's successful implementation of its internal operating plans, performance issues with key customers, suppliers and subcontractors, and regulatory changes and legal proceedings. Accordingly, there can be no assurance that the forward-looking statements contained herein will occur or that objectives will be achieved. YEAR 2000 In response to the Year 2000 issue, the Company initiated a project in early 1997 to identify, evaluate and implement changes to its existing computerized business systems. The Company is addressing the issue through a combination of modifications to existing programs and conversions to Year 2000 compliant software. In addition, the Company will be communicating with its major customers, suppliers, and other service providers to determine whether they are actively involved in projects to ensure that their products and business systems will be Year 2000 compliant. Although the Company currently anticipates that it will not incur material expenditures or disruption of operations relating to year 2000 processing issues, if the Company or its key customers or key vendors are unable to resolve, in a timely manner, any significant processing issues that may arise, such inability could have an adverse effect on the Company's business, financial condition and results of operations. Accordingly, the Company plans to devote the necessary resources to resolve all significant year 2000 issues in a timely manner. ENVIRONMENTAL MATTERS The Company's former Tube Group Division once owned and operated a plant in Redford Township, Michigan. The Michigan Department of Environmental Quality has alleged that the Company is liable for contamination there and asked the Company to undertake clean-up actions in response thereto. Quanex contests its alleged responsibility for the contamination, but conditionally has offered to enter into negotiations with the State and other potentially responsible parties concerning participation in clean-up work. (15) 18 PART II. OTHER INFORMATION Item 1 - Legal Proceedings. Other than the proceedings described under Part I Item 2, "Environmental Matters", there are no material legal proceedings to which Quanex, its subsidiaries, or their property is subject. Item 4 - Submission of Matters to a Vote of Security Holders. On February 26, 1998, the Company held its regular Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, Carl E. Pfeiffer, Vincent R. Scorsone, and Donald G. Barger, Jr. were elected as directors for a three year term. The following sets forth the number of shares that voted for and for which votes were withheld of each of such persons:
For Withheld --- -------- Carl E. Pfeiffer 11,862,722 89,505 Vincent R. Scorsone 11,879,292 72,935 Donald G. Barger, Jr. 11,879,792 72,435
In addition, at the Annual Meeting, the stockholders of the Company ratified the appointment of Deloitte & Touche LLP as the Company's independent auditors and approved the Company's 1997 Non-Employee Director Stock Option Plan. The ratification of Deloitte & Touche LLP as the Company's independent auditors was approved with 11,889,806 votes cast for approval, 28,117 votes cast against, and 34,290 abstentions. The Company's 1997 Non-Employee Director Stock Option Plan was approved with 10,742,410 votes cast for approval, 1,090,795 votes cast against, and 118,999 abstentions. Item 6 - Exhibits and Reports on Form 8-K. Exhibit 11 - Statement re computation of earnings per share. Exhibit 27.1 - Financial Data Schedule - April 30, 1998. Exhibit 27.2 - Amended Financial Data Schedule - January 31, 1998. Exhibit 27.3 - Restated Financial Data Schedule - Fiscal Years Ended 1997, 1996, and 1995. Exhibit 27.4 - Restated Financial Data Schedule - Fiscal Quarters Ended 1997. Exhibit 27.5 - Restated Financial Data Schedule - Fiscal Quarters Ended 1996. A Report on Form 8-K was filed by the Company on December 17, 1997, regarding the completion of the sale of its Tubing Operations and containing certain pro forma financial statements of the Company and notes thereto regarding the sale. (16) 19 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. QUANEX CORPORATION --------------------------------------- Viren M. Parikh Controller (Chief Accounting Officer) Date June 9, 1998 ------------- (17) 20 INDEX TO EXHIBITS
Exhibit No. Description ------- ----------- Exhibit 11 - Statement re computation of earnings per share. Exhibit 27.1 - Financial Data Schedule - April 30, 1998. Exhibit 27.2 - Amended Financial Data Schedule - January 31, 1998. Exhibit 27.3 - Restated Financial Data Schedule - Fiscal Years Ended 1997, 1996, and 1995. Exhibit 27.4 - Restated Financial Data Schedule - Fiscal Quarters Ended 1997. Exhibit 27.5 - Restated Financial Data Schedule - Fiscal Quarters Ended 1996.
EX-11 2 STATEMENT RE COMPUTATION OF EARNINGS PER SHARE 1 QUANEX CORPORATION COMPUTATION OF EARNINGS PER COMMON SHARE (In thousands, except per share amounts)
Three Months Ended Six Months Ended April 30, April 30, ------------------ ------------------ 1998 1997 1998 1997 ------ ------ ------ ------ (Unaudited) Income from continuing operations ................... $ 7,756 $ 7,339 $10,049 $10,711 Income from discontinued operations, net of income taxes ..................................... -- 1,751 -- 2,705 Gain on sale of discontinued operations, net of income taxes ................................ -- 36,290 13,606 36,290 ------- ------- ------- ------- Income before extraordinary charge .................. 7,756 45,380 23,655 49,706 Extraordinary charge - early extinguishment of debt ........................... -- -- -- -- ------- ------- ------- ------- Net income .......................................... $ 7,756 $45,380 $23,655 $49,706 ======= ======= ======= ======= Weighted average shares outstanding-basic ................................. 14,154 13,716 14,119 13,680 ======= ======= ======= ======= Earnings per common share: Basic: Income from continuing operations ............... $ 0.55 $ 0.53 $ 0.71 $ 0.78 Income from discontinued operations ............. -- 0.13 -- 0.20 Gain on sale of discontinued operations ......... -- 2.65 0.97 2.65 ------- ------- ------- ------- Earnings per common share ..................... $ 0.55 $ 3.31 $ 1.68 $ 3.63 ======= ======= ======= ======= Income from continuing operations ................... $ 7,756 $ 7,339 $10,049 $10,711 Income from discontinued operations, net of income taxes ..................................... -- 1,751 -- 2,705 Gain on sale of discontinued operations, net of income taxes ................................ -- 36,290 13,606 36,290 ------- ------- ------- ------- Income before extraordinary charge .................. 7,756 45,380 23,655 49,706 Extraordinary charge - early extinguishment of debt ........................... -- -- -- -- ------- ------- ------- ------- Net income .......................................... $ 7,756 $45,380 $23,655 $49,706 Interest on 6.88% convertible subordinated debentures and amortization of related issuance costs, net of applicable income taxes ............. 999 999 1,998(1) 1,998 ------- ------- ------- ------- Adjusted net income ................................. $ 8,755 $46,379 $23,655 $51,704 ======= ======= ======= ======= Weighted average shares outstanding-basic ................................. 14,154 13,716 14,119 13,680 Effect of common stock equivalents arising from stock options ........................ 260 249 212 259 Subordinated debentures assumed converted to common stock ......................... 2,696 2,696 2,696(1) 2,696 ------- ------- ------- ------- Weighted average shares outstanding-diluted ............................... 17,110 16,661 14,331 16,635 ======= ======= ======= ======= Earnings per common share: Diluted: Income from continuing operations ............... $ 0.51 $ 0.50 $ 0.70 $ 0.77 Income from discontinued operations ............. -- 0.10 -- 0.16 Gain on sale of discontinued operations ......... -- 2.18 0.95 2.18 ------- ------- ------- ------- Earnings per common share ..................... $ 0.51 $ 2.78 $ 1.65 $ 3.11 ======= ======= ======= =======
- ---------------- (1) The conversion of the 6.88% subordinated debentures would be antidilutive for the period presented and therefore, it is not included in the computation of diluted earnings per share. EX-27.1 3 FINANCIAL DATA SCHEDULE - APRIL 30, 1998
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AS OF APRIL 30, 1998 AND THE INCOME STATEMENT FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS OCT-31-1998 NOV-01-1997 APR-30-1998 47,110 0 83,441 0 70,194 210,692 664,640 283,309 702,954 136,061 192,618 0 0 7,086 283,274 702,954 384,410 384,410 342,181 342,181 0 0 7,405 15,537 5,488 10,049 0 13,606 0 23,655 1.680 1.650
EX-27.2 4 AMENDED FINANCIAL DATA SCHEDULE - JANUARY 31, 1998
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AS OF JANUARY 31, 1998 AND THE INCOME STATEMENT FOR THE THREE MONTHS ENDED JANUARY 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS OCT-31-1998 NOV-01-1997 JAN-31-1998 43,080 0 70,294 0 66,665 190,199 651,201 273,406 679,473 120,671 191,482 0 0 7,054 276,348 679,473 180,982 180,982 164,849 164,849 0 0 3,744 3,527 1,234 2,293 0 13,606 0 15,899 1.130 1.110
EX-27.3 5 RESTATED FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AS OF OCTOBER 31, 1997, 1996 AND 1995 AND THE INCOME STATEMENT FOR THE YEARS ENDED OCTOBER 31, 1997, 1996, AND 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 YEAR YEAR YEAR OCT-31-1997 OCT-31-1996 OCT-31-1995 NOV-01-1996 NOV-01-1995 NOV-01-1994 OCT-31-1997 OCT-31-1996 OCT-31-1995 26,851 35,962 45,192 0 0 0 80,089 78,439 74,622 10,338 7,703 2,933 73,035 78,828 49,422 186,896 202,641 176,487 642,854 551,314 433,598 263,783 232,149 199,616 685,705 638,948 466,458 134,078 114,403 122,858 201,858 253,513 111,894 0 0 0 0 0 0 7,025 6,795 6,743 261,798 190,214 166,071 685,705 638,948 466,458 746,093 620,069 603,985 746,093 620,069 603,985 647,287 528,677 522,779 647,287 528,677 522,779 0 0 0 2,674 10,462 574 17,541 11,929 10,742 42,643 39,617 40,311 14,925 16,639 16,931 27,718 22,978 23,380 5,176 9,912 10,480 36,290 (2,522) (2,021) 0 0 0 69,184 30,368 31,839 5.010 2.240 2.070 4.380 2.080 2.050
EX-27.4 6 RESTATED FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEETS AS OF JANUARY 31, APRIL 30, AND JULY 31, 1997 AND THE INCOME STATEMENT FOR THE THREE, SIX AND NINE MONTHS, RESPECTIVELY ENDED JANUARY 31, APRIL 30, AND JULY 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS 6-MOS 9-MOS OCT-31-1997 OCT-31-1997 OCT-31-1997 NOV-01-1996 NOV-01-1996 NOV-01-1996 JAN-31-1997 APR-30-1997 JUL-31-1997 37,179 34,796 25,658 0 0 0 71,506 82,548 79,378 0 0 0 77,518 78,807 76,780 197,435 207,240 192,724 569,133 586,338 603,442 240,920 249,132 256,613 653,437 652,180 646,974 94,917 120,443 119,134 284,052 214,163 194,273 0 0 0 0 0 0 6,839 6,863 7,002 194,734 239,023 252,672 653,437 652,180 646,974 167,955 353,954 550,543 167,955 353,954 550,543 148,110 308,729 477,415 148,110 308,729 477,415 0 0 0 0 0 0 4,851 9,768 13,808 5,189 16,477 29,721 1,817 5,766 10,403 3,372 10,711 19,318 954 2,705 3,518 0 36,290 36,290 0 0 0 4,326 49,706 59,126 0.320 3.630 4.310 0.310 3.110 3.740
EX-27.5 7 RESTATED FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEETS AS OF JANUARY 31, APRIL 30, AND JULY 31, 1996 AND THE INCOME STATEMENT FOR THE THREE, SIX AND NINE MONTHS, RESPECTIVELY ENDED JANUARY 31, APRIL 30, AND JULY 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS 6-MOS 9-MOS OCT-31-1996 OCT-31-1996 OCT-31-1996 NOV-01-1995 NOV-01-1995 NOV-01-1995 JAN-31-1996 APR-30-1996 JUL-31-1996 17,542 38,253 31,510 0 0 0 67,685 71,659 66,231 0 0 0 59,828 57,060 59,941 152,319 173,906 164,464 436,942 442,797 448,955 207,509 216,901 224,455 442,461 457,661 449,520 74,137 85,221 87,385 138,060 138,195 118,195 0 0 0 0 0 0 6,759 6,760 6,763 166,183 172,340 179,588 442,461 457,661 449,520 121,845 265,342 425,636 121,845 265,342 425,636 107,417 233,259 367,445 107,417 233,259 367,445 0 0 0 0 0 0 2,880 5,140 7,453 2,629 11,688 24,579 1,105 4,910 10,323 1,524 6,778 14,256 2,523 5,401 7,068 (2,522) (2,522) (2,522) 0 0 0 1,525 9,657 18,802 0.110 0.710 1.390 0.110 0.710 1.320
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