-----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, O6dsE57JPc4zu0Dfm2u5Wx5IG0XHyd3Q0guZlwdU73XHNrjSclloIfdb3kv8WpnB Y2KhRyRr01wLe5X7QOQeCA== 0000950123-97-000934.txt : 19970221 0000950123-97-000934.hdr.sgml : 19970221 ACCESSION NUMBER: 0000950123-97-000934 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970210 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUDSON GENERAL CORP CENTRAL INDEX KEY: 0000048948 STANDARD INDUSTRIAL CLASSIFICATION: AIRPORTS, FLYING FIELDS & AIRPORT TERMINAL SERVICES [4581] IRS NUMBER: 131947395 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-05896 FILM NUMBER: 97522147 BUSINESS ADDRESS: STREET 1: 111 GREAT NECK RD CITY: GREAT NECK STATE: NY ZIP: 11021 BUSINESS PHONE: 5164878610 MAIL ADDRESS: STREET 1: P O BOX 355 CITY: GREAT NECK STATE: NY ZIP: 11022 FORMER COMPANY: FORMER CONFORMED NAME: HUDSON LEASING CORP DATE OF NAME CHANGE: 19711207 10-Q 1 HUDSON GENERAL CORPORATION FORM 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1996 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 1-5896 HUDSON GENERAL CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 13-1947395 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 111 GREAT NECK ROAD, GREAT NECK, NEW YORK 11021 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (516) 487-8610 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 --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, par value $1.00 per share: 1,830,349 shares outstanding at February 7, 1997 1 2 PART I - FINANCIAL STATEMENTS 2 3 HUDSON GENERAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS
Three Months Ended Six Months Ended December 31, December 31, 1996 1995 1996 1995 ----------- ----------- ----------- ----------- (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenues ................................. $ 1,154,000 $40,952,000 $ 2,304,000 $74,990,000 ----------- ----------- ----------- ----------- Costs and expenses: Operating .............................. -- 30,537,000 -- 57,667,000 Depreciation and amortization .......... 187,000 1,938,000 377,000 3,580,000 Selling, general & administrative ...... 1,972,000 3,852,000 3,745,000 7,612,000 ----------- ----------- ----------- ----------- Total costs and expenses ............. 2,159,000 36,327,000 4,122,000 68,859,000 ----------- ----------- ----------- ----------- Operating income (loss) .................. (1,005,000) 4,625,000 (1,818,000) 6,131,000 Equity in earnings of Hudson General LLC . 3,107,000 -- 4,691,000 -- Equity in loss of Kohala Joint Venture ... (663,000) (708,000) (1,348,000) (1,391,000) Interest income .......................... 1,071,000 505,000 2,041,000 1,061,000 Interest expense ......................... -- (511,000) -- (1,023,000) ----------- ----------- ----------- ----------- Earnings before provision for income taxes 2,510,000 3,911,000 3,566,000 4,778,000 Provision for income taxes ............... 850,000 1,516,000 1,220,000 1,903,000 ----------- ----------- ----------- ----------- Net earnings ............................. $ 1,660,000 $ 2,395,000 $ 2,346,000 $ 2,875,000 =========== =========== =========== =========== Earnings per share, primary .............. $ .84 $ 2.04 $ 1.25 $ 2.46 =========== =========== =========== =========== Earnings per share, fully diluted ........ $ .84 $ 1.30 $ 1.20 $ 1.67 =========== =========== =========== =========== Cash dividends per common share .......... $ .25 $ .25 $ .25 $ .25 =========== =========== =========== =========== Weighted average common and common equivalent shares outstanding: Primary ................................ 1,970,000 1,174,000 1,871,000 1,169,000 =========== =========== =========== =========== Fully diluted .......................... 1,971,000 2,064,000 1,989,000 2,065,000 =========== =========== =========== ===========
See accompanying notes to consolidated financial statements. 3 4 HUDSON GENERAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
December 31, June 30, 1996 1996 ----------- ----------- (Unaudited) Assets Current Assets: Cash and cash equivalents ............................. $27,220,000 $12,701,000 Accounts and notes receivable - net ................... 492,000 238,000 Advances to and note receivable from Hudson General LLC 8,308,000 7,233,000 Prepaid expenses and other assets ..................... 47,000 302,000 ----------- ----------- Total current assets ................................ 36,067,000 20,474,000 Property and equipment at cost, less accumulated depreciation and amortization ........ 3,102,000 3,428,000 Investment in Kohala Joint Venture - net ................ 15,029,000 15,420,000 Investment in Hudson General LLC ........................ 19,234,000 8,738,000 Note receivable from Hudson General LLC ................. 4,630,000 -- Other assets - net ...................................... -- 716,000 ----------- ----------- $78,062,000 $48,776,000 =========== =========== Liabilities and Stockholders' Equity Current liabilities: Accounts payable ...................................... $ 122,000 $ 471,000 Accrued expenses and other liabilities ................ 2,237,000 3,648,000 Income taxes payable .................................. 1,059,000 -- ----------- ----------- Total current liabilities ........................... 3,418,000 4,119,000 ----------- ----------- Deferred income taxes ................................... 762,000 762,000 ----------- ----------- Stockholders' Equity: Serial preferred stock (authorized 100,000 shares of $1 par value) - none outstanding ..................... -- -- Common stock (authorized 7,000,000 shares of $1 par value) - issued 2,083,060 and 1,277,401 shares ....... 2,083,000 1,277,000 Paid in capital ....................................... 48,705,000 18,033,000 Retained earnings ..................................... 28,460,000 26,595,000 Treasury stock, at cost, 205,611 and 114,300 shares ... (5,366,000) (2,010,000) ----------- ----------- Total stockholders' equity .......................... 73,882,000 43,895,000 ----------- ----------- $78,062,000 $48,776,000 =========== ===========
See accompanying notes to consolidated financial statements. 4 5 HUDSON GENERAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended December 31, 1996 1995 ----------- ----------- (Unaudited) (Unaudited) Cash flows from operating activities: Net earnings ......................................... $ 2,346,000 $ 2,875,000 Adjustments to reconcile net earnings to net cash (used) provided by operating activities: Depreciation and amortization ...................... 377,000 3,580,000 Increase in deferred income tax liabilities ........ -- 908,000 Equity in earnings of Hudson General LLC ........... (4,691,000) -- Equity in loss of Kohala Joint Venture ............. 1,348,000 1,391,000 Accrual of interest income on Kohala Joint Venture advances ................................. (883,000) (806,000) Gain on sale or disposal of equipment .............. -- (36,000) Change in other current assets and liabilities: Accounts and notes receivable - net .............. (254,000) (9,954,000) Prepaid expenses and other assets ................ 255,000 (900,000) Accounts payable ................................. (349,000) 4,623,000 Income taxes payable ............................. 1,059,000 188,000 Accrued expenses and other liabilities ........... (1,891,000) 3,102,000 Other - net ........................................ 21,000 325,000 ----------- ----------- Net cash (used) provided by operating activities . (2,662,000) 5,296,000 ----------- ----------- Cash flows from investing activities: Purchases of property and equipment .................. (55,000) (6,425,000) Proceeds from sale of property and equipment ......... 4,000 121,000 Advances to Hudson General LLC - net ................. (645,000) -- Collections of note receivable from Hudson General LLC 21,283,000 -- Advances to Kohala Joint Venture - net ............... (74,000) (836,000) ----------- ----------- Net cash provided (used) by investing activities . 20,513,000 (7,140,000) ----------- ----------- Cash flows from financing activities: Proceeds from issuance of common stock ............... 24,000 155,000 Purchase of treasury stock ........................... (3,356,000) (389,000) ----------- ----------- Net cash used by financing activities ........... (3,332,000) (234,000) ----------- ----------- Effect of exchange rate changes on cash ................ -- 6,000 ----------- ----------- Net increase (decrease) in cash and cash equivalents ... 14,519,000 (2,072,000) Cash and cash equivalents at beginning of period ....... 12,701,000 12,613,000 ----------- ----------- Cash and cash equivalents at end of period ............. $27,220,000 $10,541,000 =========== ===========
See accompanying notes to consolidated financial statements. 5 6 HUDSON GENERAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The accompanying unaudited consolidated financial statements were prepared in accordance with generally accepted accounting principles and include all adjustments which, in the opinion of management, are necessary to present fairly the consolidated financial position of Hudson General Corporation and Subsidiaries (the Corporation) as of December 31, 1996 and June 30, 1996, and the results of operations for the three and six months, and cash flows for the six months ended December 31, 1996 and 1995. In the opinion of management, all necessary adjustments that were made are of a normal recurring nature. The consolidated financial statements include the accounts of the Corporation and the Subsidiaries for which it exercises effective control. All material intercompany accounts and transactions have been eliminated in consolidation. Kohala Joint Venture, a land development venture in Hawaii in which the Corporation has a 50% interest (the Venture), is accounted for under the equity method of accounting (see Note 3). Effective June 1, 1996, the Corporation consummated a transaction (the Transaction) in which a third party, Lufthansa Airport and Ground Services GmbH (LAGS), which is a German corporation and an indirect wholly owned subsidiary of Deutsche Lufthansa AG, acquired a 26% interest in the Corporation's aviation services business (the Aviation Business). As part of the Transaction, the Corporation transferred substantially all of the assets and liabilities of the Aviation Business to Hudson General LLC (Hudson LLC), a newly-formed limited liability company (see Note 2). LAGS received a 26% interest in Hudson LLC. At the same time, the Corporation, Hudson LLC and LAGS USA Inc., a wholly owned subsidiary of LAGS (LAGS USA), entered into a Limited Liability Company Agreement effective June 1, 1996 (the LLC Agreement). Due to the provisions in the LLC Agreement, effective June 1, 1996, the Corporation has accounted for its interest in Hudson LLC under the equity method of accounting. As a result, the consolidated statements of earnings of the Corporation contain the operating results of the Aviation Business under the equity method of accounting for the three and six months ended December 31, 1996 and on a consolidated basis for the three and six months ended December 31, 1995. The accounting policies followed by the Corporation are stated in Note 1 to the Corporation's consolidated financial statements in the 1996 Hudson General Corporation Annual Report filed under Item 8 to Form 10-K for the Corporation's fiscal year ended June 30, 1996. 2. The summary consolidated balance sheets for Hudson LLC are as follows:
December 31, June 30, 1996 1996 ----------- ----------- (Unaudited) Cash and cash equivalents $ 1,657,000 $19,269,000 Accounts and notes receivable - net 21,627,000 18,055,000 Other current assets 3,766,000 2,317,000 ----------- ----------- Total current assets 27,050,000 39,641,000 Property, equipment and leasehold rights at cost, less accumulated depreciation and amortization 43,125,000 37,442,000 Other assets - net 3,389,000 3,641,000 ----------- ----------- $73,564,000 $80,724,000 =========== =========== Accounts payable $17,083,000 $15,104,000 Accrued expenses and other liabilities 18,060,000 18,085,000 Advances from Hudson General Corporation 8,308,000 7,233,000 ----------- ----------- Total current liabilities 43,451,000 40,422,000 Note payable to Hudson General Corporation 4,630,000 -- Long-term debt, subordinated -- 28,751,000 Members' equity 25,483,000 11,551,000 ----------- ----------- $73,564,000 $80,724,000 =========== ===========
6 7 Summary results of operations for Hudson LLC are as follows:
Three Months Ended Six Months Ended December 31, 1996 December 31, 1996 ------------------ ----------------- (Unaudited) (Unaudited) Revenues $41,380,000 $77,759,000 ----------- ----------- Operating costs 32,213,000 61,275,000 Depreciation and amortization 1,888,000 3,564,000 Selling, general & administrative costs 3,258,000 6,367,000 ----------- ----------- Total costs and expenses 37,359,000 71,206,000 ----------- ----------- Operating income 4,021,000 6,553,000 Interest income 629,000 913,000 Interest expense (270,000) (659,000) ----------- ----------- Earnings before provision for foreign income taxes 4,380,000 6,807,000 Provision for foreign income taxes 374,000 684,000 ----------- ----------- Net earnings $ 4,006,000 $ 6,123,000 =========== ===========
The Corporation's 74% share of Hudson LLC's results, as calculated in accordance with the LLC Agreement, were $3,107,000 and $4,691,000 for the three and six months ended December 31, 1996, respectively, and are shown as "Equity in earnings of Hudson General LLC" in the accompanying consolidated statements of earnings. Effective June 1, 1996, pursuant to the terms of a Unit Purchase and Option Agreement dated February 27, 1996 (the Purchase Agreement) between the Corporation and LAGS, the Corporation transferred substantially all of the assets and liabilities of the Aviation Business to Hudson LLC. In exchange for the transfer of such assets and liabilities and the assumption by Hudson LLC, as co-obligor with the Corporation, of all of the Corporation's 7% convertible subordinated debentures (the Debentures), the Corporation received a 74% interest in Hudson LLC. In addition, Hudson LLC sold LAGS a 26% interest in Hudson LLC for a purchase price of $23,686,000 in cash (after certain adjustments), of which $15,848,000 was paid at the closing, and deferred payments (Deferred Payments) of $2,650,000 and $5,188,000 plus interest thereon were made, respectively, in September 1996 and December 1996. The Corporation's investment in Hudson LLC was increased by its 74% interest in the Deferred Payments. The Purchase Agreement granted to LAGS an option expiring on October 1, 2000 to increase its equity ownership in Hudson LLC from 26% to a maximum of 49%. Effective December 1996, the Purchase Agreement was amended so that this option now expires on October 1, 1999. The LLC Agreement, as amended, stipulates that the Corporation and LAGS USA will share profits and losses in the same proportion as their respective equity interests in Hudson LLC, except that the Corporation is entitled to all interest earned on the Deferred Payments. In addition, LAGS USA will not share in any pre-tax earnings, as defined, of the Aviation Business in excess of $14,690,000 and $15,863,000 in fiscal 1997 and 1998, respectively, unless the aggregate of the pre-tax earnings for fiscal 1997 and 1998 exceeds $30,553,000. During the six months ended December 31, 1996, $26,343,000 principal amount of Debentures was converted into shares of the Corporation's common stock, and to such extent Hudson LLC became indebted on a subordinated basis (as defined) to the Corporation. Furthermore, during the six months ended December 31, 1996, Hudson LLC utilized the Deferred Payments together with a portion of the proceeds received at the closing of the Transaction to repay $21,283,000 of the outstanding balance of its subordinated debt to the Corporation. At December 31, 1996 the balance of such debt was $5,130,000. The noncurrent portion of this debt in the amount of $4,630,000 is shown as "Note receivable from Hudson General LLC" in the accompanying consolidated balance sheets. In addition, the Corporation's net advances to Hudson LLC (including the current portion of such note receivable of $500,000) were $8,308,000 at December 31, 1996. 7 8 3. The Corporation is a partner in the Venture which was formed to acquire, develop and sell approximately 4,000 contiguous acres of land in Hawaii. The summary consolidated balance sheets for the Venture are as follows:
December 31, June 30, 1996 1996 ------------ ------------ (Unaudited) Cash and equivalents $ 360,000 $ 267,000 Land and development costs 26,564,000 26,710,000 Mortgages, accounts and notes receivable 4,189,000 5,212,000 Foreclosed real estate - net 2,626,000 2,200,000 Other assets - net 2,187,000 2,325,000 ------------ ------------ $ 35,926,000 $ 36,714,000 ============ ============ Notes payable $ 573,000 $ 576,000 Partner advances and accrued interest payable 52,215,000 50,220,000 Accounts payable and accrued expenses 1,207,000 1,292,000 Partners' deficit (18,069,000) (15,374,000) ------------ ------------ $ 35,926,000 $ 36,714,000 ============ ============
Summary results of operations for the Venture are as follows:
Three Months Ended Six Months Ended December 31, December 31, 1996 1995 1996 1995 ----------- ----------- ----------- ----------- (Unaudited) (Unaudited) (Unaudited) (Unaudited) Net sales $ 75,000 $ 175,000 $ 375,000 $ 256,000 ----------- ----------- ----------- ----------- Cost of sales -- 105,000 202,000 105,000 Selling, general and administrative costs 510,000 618,000 1,125,000 1,200,000 Interest - net 891,000 869,000 1,743,000 1,734,000 ----------- ----------- ----------- ----------- Total costs 1,401,000 1,592,000 3,070,000 3,039,000 ----------- ----------- ----------- ----------- Net loss $(1,326,000) $(1,417,000) $(2,695,000) $(2,783,000) =========== =========== =========== ===========
The Corporation's 50% share of the Venture's results were losses of $663,000 and $708,000 for the three months ended December 31, 1996 and 1995, respectively, and $1,348,000 and $1,391,000 for the six months ended December 31, 1996 and 1995, respectively, and have been included in "Equity in loss of Kohala Joint Venture" in the accompanying consolidated statements of earnings. The Corporation's partner in the Venture is Oxford Kohala, Inc. (the Partner), a wholly owned subsidiary of Oxford First Corporation (Oxford First). Under the Restated Joint Venture Agreement dated April 29, 1981, as amended (the Agreement), the partners have agreed to make equal advances to the Venture for all costs necessary for the orderly development of the land. The Corporation's total advances (including accrued interest) at December 31, 1996 were $26,107,000. On October 13, 1994, Oxford First filed for reorganization under Chapter 11 of the Bankruptcy Code. Pursuant to an order of the Bankruptcy Court, Oxford First (through its subsidiary, The Oxford Finance Companies, Inc.) was permitted to transfer certain amounts to the Partner. The amounts so authorized were not sufficient to allow the Partner to make its full share of required advances. The Corporation opted to make additional advances (the Additional Advances) to cover the Partner's funding deficiency. During November 1995, the Partner resumed making advances, and in January 1996, the Partner repaid to the Corporation the entire amount of Additional Advances of $702,000 together with $37,000 of interest thereon. The Partner made its share of required advances to the Venture during calendar year 1996. In addition, pursuant to an amended reorganization plan which was approved by the Bankruptcy Court on September 7, 1995, Oxford First is permitted to transfer funds to the Partner in an aggregate amount not to exceed $750,000 in calendar year 1997. The Corporation, at present, is unable to determine whether such permitted transfers will be sufficient in order for the Partner to make its share of future advances to the Venture or whether Oxford First will receive permission from the Bankruptcy Court to transfer additional funds to the Partner, if 8 9 required. Should the Partner be unable to make its share of future advances to the Venture, the Corporation has the option to make further advances on behalf of the Partner (subject to its rights of reimbursement) necessary up to the limits set forth in its Revolving Credit Agreement with a group of banks. The Partner did not file for reorganization under Chapter 11 of the Bankruptcy Code. During the six months ended December 31, 1996, the Corporation advanced $74,000 to the Venture. 4. On June 3, 1996, the Corporation called for redemption on July 22, 1996, $15,825,000 aggregate principal amount of the Debentures. On July 22, 1996, $2,166,000 of the Debentures were redeemed, with the $13,659,000 balance having been converted into shares of the Corporation's common stock on or prior to such redemption date. In addition, on August 5, 1996, the balance of outstanding Debentures were called for redemption on September 4, 1996. On September 4, 1996, $242,000 of the Debentures were redeemed, with the $12,520,000 balance having been converted into shares of the Corporation's common stock on or prior to such redemption date. At September 5, 1996 no Debentures remained outstanding. Had the conversion of the Debentures occurred on July 1, 1996, the reported earnings per share, primary, for the six months ended December 31, 1996, would have decreased $.04 to $1.21. In connection with the conversion of the Debentures, during the six months ended December 31, 1996, the Corporation issued 804,259 shares of its common stock. As a result, "Stockholders' equity" as shown in the accompanying consolidated balance sheets increased by $25,646,000. 5. In November 1996, the Board of Directors authorized the repurchase of up to 200,000 shares of the Corporation's common stock, and in January 1997, the Board of Directors authorized the repurchase of up to an additional 100,000 shares of the Corporation's common stock. Such purchases may be made from time to time in either open market or privately negotiated transactions. Prior to the November 1996 authorization, the Corporation still had authority to repurchase up to 35,700 shares from a previous authorization. In December 1996 the Corporation repurchased 91,300 shares in the open market for an aggregate purchase price of $3,356,000, and in January 1997, the Corporation repurchased 50,700 shares in the open market for an aggregate purchase price of $1,917,000. 6. Certain reclassifications of fiscal 1996 balances have been made to conform with the fiscal 1997 presentation. 9 10 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Effective June 1, 1996, the Corporation consummated a transaction (the Transaction) in which a third party, Lufthansa Airport and Ground Services GmbH (LAGS), acquired a 26% interest in the Corporation's aviation services business (the Aviation Business). As part of the Transaction, the Corporation transferred substantially all of the assets and liabilities of the Aviation Business to Hudson General LLC (Hudson LLC), a newly-formed limited liability company (see Notes 1 and 2). Effective June 1, 1996, the Corporation has accounted for its interest in Hudson LLC under the equity method of accounting. As a result, the Corporation's consolidated statements of earnings for the three and six months ended December 31, 1996 contain the operating results of the Aviation Business under the equity method of accounting. For the three and six months ended December 31, 1995, the Corporation's consolidated statements of earnings contain the operating results of the Aviation Business on a consolidated basis. The Corporation's revenues of $1.2 and $2.3 million for the three and six months ended December 31, 1996, respectively, reflect overhead fees and equipment rentals billed by the Corporation to Hudson LLC. Depreciation and amortization of $.2 and $.4 million for the three and six months ended December 31, 1996, respectively, primarily represent depreciation related to operating equipment leased to Hudson LLC by the Corporation. Selling, general and administrative expenses for the three and six months ended December 31, 1996 of $2.0 and $3.7 million, respectively, principally reflect administrative and related costs of the Corporation. The Corporation's 74% share of earnings from Hudson LLC for the three and six months ended December 31, 1996 was $3.1 and $4.7 million, respectively. (For an analysis of the results of the Aviation Business, see the table and related management's discussion which appear below.) The Corporation's 50% share of losses from its real estate joint venture in Hawaii (the Venture) for the three and six months ended December 31, 1996 approximated that of the corresponding periods of the previous year as sales of land parcels continued to be slow. As is usual for companies with land development operations, the contribution to future results from such operations will fluctuate depending upon land sales closed in each reported period. 10 11 Interest income for the three and six months ended December 31, 1996 increased $.6 and $1.0 million, or 112.1% and 92.4%, respectively, compared with the corresponding period of the prior year. The increase primarily reflects interest income associated with: (i) the subordinated note receivable from Hudson LLC related to conversion of the 7% convertible subordinated debentures (the Debentures) into shares of the Corporation's common stock (see Note 2); (ii) advances made by the Corporation to Hudson LLC; and (iii) higher excess cash balances. Interest expense for the three and six months ended December 31, 1995 was attributable to the Debentures (see Notes 2 and 4). The Corporation's provision for income taxes for the three and six months ended December 31, 1996 decreased $.7 million compared with the corresponding periods of the previous year. Included in the Corporation's provision for income taxes for the three and six months ended December 31, 1996 is a lower provision associated with decreased pre-tax earnings in the U.S., and the absence in the current year periods of a provision for foreign income taxes. As a result of the Transaction, the Corporation is no longer required to provide for or reflect foreign income taxes in its consolidated financial statements. Therefore, the effective tax rate for the three and six months ended December 31, 1996 decreased compared with the corresponding periods of the prior year as foreign income taxes, which are provided for at a higher effective tax rate than in the U.S., are reflected on the financial statements of Hudson LLC. The following table and related management's discussion are intended to provide a presentation and analysis of results of the Aviation Business for the three and six months ended December 31, 1996 and 1995 on a comparable basis.
Three Months Ended Six Months Ended December 31, December 31, 1996 1995 1996 1995 ------- ------- ------- ------- (in thousands) Revenues $41,380 $40,949 $77,759 $74,984 ------- ------- ------- ------- Costs and expenses: Operating 32,213 30,537 61,275 57,667 Depreciation and amortization 1,888 1,918 3,564 3,540 Selling, general and administrative 3,258 2,808 6,367 5,657 ------- ------- ------- ------- Total costs and expenses 37,359 35,263 71,206 66,864 ------- ------- ------- ------- Operating income $ 4,021 $ 5,686 $ 6,553 $ 8,120 ======= ======= ======= =======
11 12 Revenues for the three and six months ended December 31, 1996 increased $.4 and $2.8 million, or 1.0% and 3.7%, respectively, compared with the corresponding periods of the prior year. The increase reflects higher ground handling service revenues (net of lower sales of de-icing fluid in the U.S.) of $1.5 and $4.4 million, respectively, due primarily to expanded services to new and existing customers. Partially offsetting the revenue increase for the three and six months ended December 31, 1996 were lower: (i) ground transportation revenues of $.5 and $1.2 million, respectively, due primarily to the loss of contracts to operate information kiosks and airfield passenger transport vehicles; and (ii) snow removal revenues of $.7 million for both periods. Costs and expenses for the three and six months ended December 31, 1996 increased $2.1 and $4.3 million, or 5.9% and 6.5%, respectively, compared with the corresponding periods of the previous year. Operating costs for the three and six months ended December 31, 1996 increased $1.7 and $3.6 million, or 5.5% and 6.3%, respectively, compared with the corresponding periods of the previous year. The increase was attributable to higher labor and related costs associated with expanded ground handling operations. Partially offsetting the increase for the three and six months ended December 31, 1996 were lower costs related to: (i) the loss of contracts to operate ground transportation information kiosks and airfield passenger transport vehicles; (ii) workers' compensation insurance as a result of the positive trend of related claims; and (iii) snow removal operations. Depreciation and amortization expenses for the three and six months ended December 31, 1996 were comparable with those of the corresponding periods of the previous year. Selling, general and administrative expenses for the three and six months ended December 31, 1996 increased $.5 and $.7 million, or 16.0% and 12.6%, respectively, compared with the corresponding periods of the previous year. The increases primarily reflect higher administrative and related costs. Operating income for the three and six months ended December 31, 1996 decreased $1.7 and $1.6 million compared with the corresponding periods of the previous year due primarily to decreased results associated with: 12 13 (i) lower sales of de-icing fluid in the U.S.; (ii) snow removal operations; and (iii) higher selling, general and administrative expenses as described above. In addition, reduced ground handling margins in Canada caused mainly by increased labor costs associated with scheduling changes by our airline customers contributed to the decrease in operating results. Partially offsetting the decreases were improved results from domestic ground handling operations and lower workers' compensation insurance costs. Results of aircraft ground handling operations fluctuate depending upon the flight activity and schedules of customers and the ability to deploy equipment and manpower in the most efficient manner to service such customers. Snow removal and aircraft de-icing services are seasonal in nature. The results of these operations are normally reflected in the second and third quarters of the fiscal year, and fluctuate depending upon the severity of the winter season. The state of the North American aviation industry has resulted in increased competitive pressures on the pricing of aviation services and in the exploration of alliances between major commercial airline carriers. While these factors may have an adverse effect on the Corporation, several airlines have been outsourcing services to independent aviation service companies. This trend, as well as the Open Skies Agreement between the United States and Canada, which provides increased access for airlines to fly between these bordering countries, has provided additional opportunities for Hudson LLC. The Corporation is unable, at this time, to evaluate the full impact of these factors. 13 14 Liquidity and Capital Expenditures and Commitments The Corporation's recurring sources of liquidity are funds provided from Hudson LLC and bank lines of credit. As a result of the Transaction, Hudson LLC will pay to the Corporation an overhead fee equal to the sum of 3% of Hudson LLC's consolidated domestic revenues and 1% of Hudson LLC's consolidated Canadian revenues. It is anticipated that approximately $3.0 million of the Corporation's overhead will not be allocated to Hudson LLC on an annual basis. In addition, the Corporation is expected to receive distributions from Hudson LLC annually in an amount substantially equal to 50% of domestic and 10% of Canadian pre-tax earnings from the Aviation Business, as defined, multiplied by the Corporation's respective equity interest in Hudson LLC (presently 74%). Furthermore, as a result of the conversion of Debentures into shares of the Corporation's common stock, Hudson LLC is, on a subordinated basis (as defined), indebted to the Corporation. During the six months ended December 31, 1996, Hudson LLC repaid $21.3 million of such debt to the Corporation. Hudson LLC is obligated to repay the remaining balance of $5.1 million to the Corporation as follows: (i) $.5 million on July 15, 1997; and (ii) $1.5 million on July 15, 1998 and on each July 15th thereafter until the entire principal balance is satisfied. In addition, as a result of the Transaction, the Corporation received certain trade receivables and has made advances to Hudson LLC. The balance of such advances (which Hudson LLC is obligated to repay to the Corporation on demand) totaled $7.8 million as of December 31, 1996. Pursuant to a Revolving Credit Agreement (the Credit Agreement) with a group of banks dated June 1, 1996, the Corporation may borrow funds (including outstanding letters of credit) up to a limit of $6.0 million until June 30, 1999 at which time the Credit Agreement terminates. There were no direct borrowings or letters of credit outstanding at December 31, 1996. During the six months ended December 31, 1996, net cash used by operating activities was $2.7 million due mainly to: (i) payments of accrued expenses; and (ii) equity in earnings of Hudson LLC which were not distributed to the Corporation. During the six months ended December 31, 1995, net cash provided by operating activities was $5.3 million. Net cash provided by investing activities was $20.5 million 14 15 for the six months ended December 31, 1996 due mainly to Hudson LLC's partial repayment of the outstanding balance of its subordinated debt to the Corporation. Capital expenditures net of proceeds from the sale of property and equipment were $51,000 and $6.3 million during the six months ended December 31, 1996 and 1995, respectively. In the 1995 period, the majority of capital expenditures were made in respect of the Aviation Business and as such are now made by Hudson LLC. Cash and cash equivalents were $27.2 and $12.7 million at December 31, 1996 and June 30, 1996, respectively. The increase in cash and cash equivalents primarily reflects the repayment to the Corporation of $21.3 million from Hudson LLC as noted above. In November 1996, the Board of Directors authorized the repurchase of up to 200,000 shares of the Corporation's common stock, and in January 1997, the Board of Directors authorized the repurchase of up to an additional 100,000 shares of the Corporation's common stock. Such purchases may be made from time to time in either open market or privately negotiated transactions. Prior to the November 1996 authorization, the Corporation still had authority to repurchase up to 35,700 shares from a previous authorization. In December 1996 the Corporation repurchased 91,300 shares in the open market for an aggregate purchase price of $3.4 million, and in January 1997, the Corporation repurchased 50,700 shares in the open market for an aggregate purchase price of $1.9 million. During fiscal 1992, the County of Hawaii passed an ordinance pursuant to which the Venture, after subdivision approvals are obtained, would be able to develop Phase IV of the project into 1,490 units. Pursuant to such ordinance, the Venture is required to expend approximately $2.3 million for public infrastructural improvements and in lieu payments. Shortly after passage of the ordinance, a lawsuit against the County of Hawaii was filed by two local residents of Hawaii (Plaintiffs) seeking to invalidate such ordinance on various grounds including that the ordinance was adopted without following State of Hawaii procedure relating to the preparation of an Environmental Impact Statement. During fiscal 1993, the Judge in this action granted Plaintiffs' motion for partial summary judgment without indicating any effect on Phase IV zoning. The County and the Venture have appealed 15 16 this ruling. The appeal was heard before the Hawaii Supreme Court in March 1994, and because of an existing backlog in its caseload, the Court has not rendered a decision. The Venture cannot, at this time, determine the impact of the Court's ruling on the timing of development of Phase IV or the expenditures related thereto. The Joint Venture Agreement provides that the Corporation and its partner in the Venture, Oxford Kohala, Inc. (the Partner) are obligated to make equal advances of any of the Venture's required fundings. It is anticipated that the Venture's capital commitments will be funded by cash flow from its operations and advances from the Corporation and the Partner. It is expected that any advances which the Corporation may be required to make to the Venture will be provided from the Corporation's cash flow and lines of credit. Pursuant to the Credit Agreement the Corporation may advance up to $2.0 million to the Venture in any fiscal year or up to $5.0 million during the term of the Credit Agreement, net of any distributions received from the Venture by the Corporation during such periods. At present, it is anticipated that the advances required to meet the obligations of the Venture will not exceed the limits set forth in the Credit Agreement. At December 31, 1996, the Venture had commitments (in addition to the commitments noted above) aggregating $3.2 million for project expenditures. Included in this amount is $1.7 million for the construction of water well equipment and a reservoir by June 30, 1999. It is currently expected that approximately $.6 million of funds for the Venture's other commitments will be expended during fiscal 1997. The Partner is a subsidiary of Oxford First Corporation (Oxford First). On October 13, 1994, Oxford First filed for reorganization under Chapter 11 of the Bankruptcy Code. Pursuant to an order of the Bankruptcy Court, Oxford First (through its subsidiary, The Oxford Finance Companies, Inc.) was permitted to transfer certain amounts to the Partner. The amounts so authorized were not sufficient to allow the Partner to make its full share of required advances. The Corporation opted to make additional advances (the Additional Advances) to cover the Partner's funding deficiency. During November 1995, the Partner resumed making advances, and in January 1996, the Partner repaid to the Corporation the entire amount of the Additional Advances of $.7 million together with interest thereon. The Partner made its share of required 16 17 advances to the Venture during calendar year 1996. In addition, pursuant to an amended reorganization plan which was approved by the Bankruptcy Court on September 7, 1995, Oxford First is permitted to transfer funds to the Partner in an aggregate amount not to exceed $750,000 in calendar year 1997. The Corporation, at present, is unable to determine whether such permitted transfers will be sufficient in order for the Partner to make its share of future advances to the Venture or whether Oxford First will receive permission from the Bankruptcy Court to transfer additional funds to the Partner, if required. Should the Partner be unable to make its share of future advances to the Venture, the Corporation has the option to make further advances on behalf of the Partner (subject to its right of reimbursement) necessary up to the limits set forth in the Credit Agreement. The Partner did not file for reorganization under Chapter 11 of the Bankruptcy Code. During the six months ended December 31, 1996, the Corporation advanced $74,000 to the Venture. The extent to which advances to the Venture will be required in the future, as well as the timing of the return to the Corporation of the advances made by it, will depend upon the amount of sales generated by the Venture, the terms upon which parcels are sold, expenses incurred in the planning and development of future phases of the Project, and the ability of the Partner to fund its obligations under the Joint Venture Agreement. It is expected that the sources of the Corporation's liquidity, as noted above, will provide sufficient funding to allow the Corporation to meet its liquidity requirements. 17 18 PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders At the Annual Meeting of Stockholders of the Corporation, held on November 15, 1996, the only matter voted upon was the election of directors. Effective at the Annual Meeting, the number of directors was increased from six to eight. All six incumbent directors of the Corporation were re-elected. Elected as new directors were Paul R. Pollack and Michael Rubin, who were included as management nominees in the Proxy Statement for the Annual Meeting. The voting was as follows: Shares for Which Name of Nominee Shares Voted For Authority Withheld - --------------- ---------------- ------------------ Milton H. Dresner 1,106,930 108,751 Jay B. Langner 1,106,930 108,751 Paul R. Pollack 1,106,930 108,751 Edward J. Rosenthal 1,106,930 108,751 Michael Rubin 1,106,830 108,851 Hans H. Sammer 1,106,808 108,873 Richard D. Segal 1,106,930 108,751 Stanley S. Shuman 1,106,585 109,096 There were no abstentions or broker nonvotes. Item 6. Exhibits and Reports on Form 8-K a) Exhibits 10.10(c) First Amendment to the Unit Purchase and Option Agreement dated February 27, 1996 between the Registrant and Lufthansa Airport and Ground Services GmbH, a German corporation, dated as of December 12, 1996. 10.10(d) Third Amendment to the Limited Liability Company Agreement dated May 31, 1996, effective as of June 1, 1996, among the Registrant, LAGS (USA) Inc. and Hudson General LLC dated as of December 12, 1996. 11 Computations of Earnings Per Share Information, Primary and Fully Diluted - Net Earnings. 27 Financial Data Schedule. b) Reports on Form 8-K - None 18 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. HUDSON GENERAL CORPORATION -------------------------- (Registrant) Date: February 10, 1997 /s/ JAY B. LANGNER ----------------------------- Jay B. Langner Chairman of the Board and Chief Executive Officer /s/ MICHAEL RUBIN ----------------------------- Michael Rubin President and Principal Financial Officer 19 20 HUDSON GENERAL CORPORATION & SUBSIDIARIES EXHIBIT INDEX Exhibit No. Exhibit Page No. - ------------------------------------------------------------------------------ 10.10(c) First Amendment to the Unit Purchase and Option Agreement dated February 27, 1996 between the Registrant and Lufthansa Airport and Ground Services GmbH, a German corporation, dated as of December 12, 1996 21 - 23 10.10(d) Third Amendment to the Limited Liability Company Agreement dated May 31, 1996, effective as of June 1, 1996, among the Registrant, LAGS (USA) Inc. and Hudson General LLC dated as of December 12, 1996 24 - 26 11 Computations of Earnings Per Share Information, Primary and Fully Diluted - Net Earnings 27 - 29 27 Financial Data Schedule 30 - 31 20 EX-10.10C 2 FIRST AMENDMENT TO THE UNIT PURCHASE/OPTION AGMT. 1 EXHIBIT 10.10(c) First Amendment to the Unit Purchase and Option Agreement dated February 27, 1996 between the Registrant and Lufthansa Airport and Ground Services GmbH, a German corporation, dated as of December 12, 1996 21 2 AMENDMENT NO. 1 TO UNIT PURCHASE AND OPTION AGREEMENT AMENDMENT NO. 1 dated as of December 12, 1996 to the Unit Purchase and Option Agreement dated February 27, 1996 (the "Purchase Agreement") between Lufthansa Airport and Ground Services GmbH ("LAGS"), a German corporation, as assigned by LAGS to its wholly owned subsidiary, LAGS (USA) Inc. (the "Buyer"), a Delaware corporation, and Hudson General Corporation ("Hudson"), a Delaware corporation. Certain capitalized but undefined terms used in this Amendment No. 1 will have the meanings set forth in the Purchase Agreement. WHEREAS, on December 12, 1996, the Buyer elected to prepay to Hudson General LLC the sum of $5,188,000 plus accrued interest (the "Prepayment") representing the entire remaining balance of the purchase price of the Purchased Units as contemplated by Paragraph 1.3 (d) of the Purchase Agreement; NOW, THEREFORE, in connection with and in consideration of the Prepayment, and the amendment to the Limited Liability Company Agreement of Hudson General LLC being entered into concurrently with this Amendment No. 1, the parties hereto agree as follows: 1. The Option Period. The Option referred to in Paragraph 3.1 of the Purchase Agreement shall expire on October 1, 1999, instead of on October 1, 2000. In order to effectuate the foregoing, the parties agree that the Purchase Agreement shall be amended as set forth in Paragraphs 2 and 3 below. If and to the extent that any other provisions of the Purchase Agreement conflict with or are otherwise inconsistent with the provisions or intent of this Amendment No. 1, this Amendment No. 1 shall govern. 2. Amendment to Paragraph 3.1. The first sentence of Paragraph 3.1 of the Purchase Agreement shall be deleted in its entirety, and the following shall be inserted in place thereof: "The Buyer will have the option (the "Option"), exercisable on October 1, 1997, 1998 and 1999 (each of those being an "Option Date"), to purchase from Hudson (or, as provided in Paragraph 3.5, to purchase from the Company) Class B Units ("Option Units") which will increase the total outstanding Class B Units to up to 49% of the Class A Units and Class B Units (together, the "Units") of the Company which are outstanding on the Option Date on which the Option is exercised (each Option Date on which the Option is exercised being an "Exercise Date")." 3. Amendment to Paragraph 3.3 (a). Clauses (y) and (z) of the first sentence of Paragraph 3.3 (a) of the Purchase Agreement shall be deleted in their entirety, and the following shall be inserted in place thereof: " (y) $77,932,250 if the Option Date is October 1, 1997, $82,516,500 if the Option Date is October 1, 1998 and $87,100,750 if the Option Date is October 1, 1999, but in no event more than; (z) $115,010,000 if the Option Date is October 1, 1997, $128,811,000, if the Option Date is October 1, 1998 and $144,268,000 if the Option Date is October 1, 1999." 22 3 4. Governing Law. This Amendment No. 1 will be governed by, and construed under, the laws of the State of New York in the United States of America relating to contracts made and to be performed in that state. 5. Counterparts. This Amendment No. 1 may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. 6. Full Force and Effect. This Amendment No. 1 constitutes a document signed in writing by both the Buyer and Hudson as contemplated by Paragraph 14.11 of the Purchase Agreement. The Purchase Agreement, as modified by this Amendment No.1, shall remain in full force and effect. IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as of December 12, 1996. HUDSON GENERAL CORPORATION By:______________________________ Title: President LAGS (USA) Inc. By:______________________________ Title: 23 EX-10.10D 3 THIRD AMENDMENT TO THE LIMITED LIABILITY/ CO. AGMT 1 EXHIBIT 10.10(d) Third Amendment to the Limited Liability Company Agreement dated May 31, 1996, effective as of June 1, 1996, among the Registrant, LAGS (USA) Inc. and Hudson General LLC dated as of December 12, 1996 24 2 AMENDMENT NO. 3 TO LIMITED LIABILITY COMPANY AGREEMENT OF HUDSON GENERAL LLC AMENDMENT NO. 3 to the Limited Liability Company Agreement dated May 31, 1996, effective as of June 1, 1996 (the "LLC Agreement"), among Hudson General Corporation ("Hudson"), a Delaware corporation, LAGS (USA) Inc. ("LAGS"), a Delaware corporation, and Hudson General LLC (the "Company"), a Delaware limited liability company. Certain capitalized but undefined terms used in this Amendment No. 3 will have the meanings set forth in the LLC Agreement. WHEREAS, on December 12, 1996, LAGS elected to prepay to the Company the sum of $5,188,000 plus accrued interest (the "Prepayment") in accordance with the provisions of Paragraph 1.3 (d) of the Unit Purchase and Option Agreement dated February 27, 1996 (the "Purchase Agreement") between Lufthansa Airport and Ground Services GmbH (as assigned by it to LAGS) and Hudson; and WHEREAS, in accordance with Paragraph 15.2 of the LLC Agreement, the Member Board has voted to approve this Amendment No. 3; and WHEREAS, in accordance with Paragraph 15.2 of the LLC Agreement, Hudson, as holder of a majority of the outstanding Units, has voted to approve this Amendment No. 3; NOW, THEREFORE, in connection with and in consideration of the Prepayment, and the amendment to the Purchase Agreement being entered into concurrently with this Amendment No. 3, the parties hereto agree as follows: 1. Amendment to Paragraph 4.2 (a): The last sentence of Paragraph 4.2 (a) of the LLC Agreement shall be deleted in its entirety and the following shall be inserted in place thereof: "Notwithstanding the limitation on distributions of Net Income to holders of Class B Units in the Fiscal Years ending June 30, 1997 and June 30, 1998 as provided for in the first sentence of this Paragraph 4.2 (a), if the aggregate Pre-Tax Earnings in such two Fiscal Years, minus any earnings of Hudson Canada in such two Fiscal Years, except to the extent that those earnings are at any time distributed to the Company by Hudson Canada, are in excess of $30,552,300, then the limitations on distributions to holders of Class B Units provided for in this Paragraph 4.2 (a) shall not be applicable. If in accordance with the preceding sentence the limitations on distributions to holders of Class B Units are not applicable (which determination cannot be made until Pre-Tax Earnings for the Fiscal Year ending June 30, 1998 are available), and if Pre-Tax Earnings for the Fiscal Year ended June 30, 1997, minus any earnings of Hudson Canada in such Fiscal Year, except to the extent that those earnings are at any time distributed to the Company by Hudson Canada, were in excess of $14, 689,500, then holders of Class B Units will be entitled to receive additional distributions for the Fiscal Year ending June 30, 1998 in an amount equal to the distributions such holders did not receive for the Fiscal Year ended June 30, 1997 by reason of such limitations. Any reduction or increase in distributions otherwise payable to holders of Class B Units by virtue of this 25 3 Paragraph 4.2 (a) shall cause a corresponding increase or reduction to the distributions payable to Hudson for each such Fiscal Year." If and to the extent that any other provisions of the LLC Agreement conflict with or are otherwise inconsistent with the provisions or intent of this Amendment No. 3, this Amendment No. 3 shall govern. 2. Governing Law. This Amendment No.3 will be governed by, and construed under, the laws of the State of Delaware. 3. Counterparts. This Amendment No. 3 may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. 4. Full Force and Effect.The LLC Agreement, as previously modified by Amendment No. 1 and Amendment No. 2, and as modified by this Amendment No. 3, shall remain in full force and effect. IN WITNESS WHEREOF, the undersigned have executed this Amendment No.3 as of December 12, 1996. HUDSON GENERAL CORPORATION By:________________________________ LAGS (USA) INC. By:________________________________ HUDSON GENERAL LLC By:________________________________ 26 EX-11 4 COMPUTATIONS OF EARNINGS PER SHARE 1 EXHIBIT 11 Computations of Earnings Per Share Information, Primary and Fully Diluted - Net Earnings. 27 2 HUDSON GENERAL CORPORATION AND SUBSIDIARIES COMPUTATION OF EARNINGS PER SHARE INFORMATION PRIMARY - NET EARNINGS
Three Months Ended Six Months Ended December 31, December 31, 1996 1995 1996 1995 ------ ------ ------ ------ (in thousands, except per share amounts) Net earnings for computing earnings per share - primary .................... $1,660 $2,395 $2,346 $2,875 ====== ====== ====== ====== Weighted average number of common and common equivalent shares outstanding ... 1,970 1,174 1,871 1,169 ====== ====== ====== ====== Net earnings per common and common equivalent share-primary ............... $ .84 $ 2.04 $ 1.25 $ 2.46 ====== ====== ====== ======
28 3 HUDSON GENERAL CORPORATION AND SUBSIDIARIES COMPUTATION OF EARNINGS PER SHARE INFORMATION FULLY DILUTED - NET EARNINGS
Three Months Ended Six Months Ended December 31, December 31, 1996 1995 1996 1995 ------ ------ ------ ------ (in thousands, except per share amounts) Net earnings for computing earnings per share - primary .................... $1,660 $2,395 $2,346 $2,875 Reduction of interest expense less applicable income taxes assuming conversion of 7% convertible subordinated debentures due 2011 ....... -- 287 50 573 ------ ------ ------ ------ Net earnings for computing earnings per share-fully diluted ................ $1,660 $2,682 $2,396 $3,448 ====== ====== ====== ====== Weighted average number of common and common equivalent shares outstanding ... 1,971 1,179 1,872 1,180 Addition from assumed conversion as of the beginning of each period of the 7% convertible subordinated debentures outstanding on a fully diluted basis -- 885 117 885 ------ ------ ------ ------ Weighted average number of common and common equivalent shares outstanding on a fully diluted basis ............... 1,971 2,064 1,989 2,065 ====== ====== ====== ====== Net earnings per common and common equivalent share - fully diluted $ .84 $ 1.30 $ 1.20 $ 1.67 ====== ====== ====== ======
29 EX-27 5 FINANCIAL DATA SCHEDULE
5 6-MOS JUN-30-1997 JUL-01-1996 DEC-31-1996 27,220 0 492 0 0 36,067 3,102 0 78,062 3,418 0 0 0 2,083 71,799 78,062 2,304 2,304 0 4,122 3,745 0 0 3,566 1,220 0 0 0 0 2,346 1.25 1.20
-----END PRIVACY-ENHANCED MESSAGE-----