-----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, QVyYAPqPiwePmYyJpSmTfobCLU5/dZoe8l2DF5al8fq9lXEQHVpw436m1YnCp10M IUjy0RwOkOdpt2I5ZV8G2Q== 0000819977-95-000012.txt : 19951109 0000819977-95-000012.hdr.sgml : 19951109 ACCESSION NUMBER: 0000819977-95-000012 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951108 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMCON CENTRAL INDEX KEY: 0000819977 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 941738964 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-16225 FILM NUMBER: 95588188 BUSINESS ADDRESS: STREET 1: 400 S EL CAMINO REAL STE 1200 CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 4153751522 MAIL ADDRESS: STREET 1: P O BOX 349014 CITY: SACRAMENTO STATE: CA ZIP: 95834-9014 FORMER COMPANY: FORMER CONFORMED NAME: EMCON ASSOCIATES /CA/ DATE OF NAME CHANGE: 19910611 10-Q 1 1995 3RD QUARTER FORM 10-Q 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 September 30, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-16225 EMCON (Exact name of Registrant as specified in its charter) California 94-1738964 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 400 South El Camino Real, Suite 1200, 94402 San Mateo, California (Zip Code) (Address of principal executive offices Registrant's telephone number, including area code: (415) 375-1522 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 [ ] 8,329,343 shares of Common Stock Issued and Outstanding as of October 27, 1995. 1 EMCON INDEX REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1995 Page Number FACING SHEET........................................................ 1 TABLE OF CONTENTS................................................... 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets September 30, 1995 and December 31, 1994........... 3 Consolidated Statements of Income Three months and nine months ended September 30, 1995 and 1994........................ 4 Consolidated Statements of Cash Flows Nine months ended September 30, 1995 and 1994...... 5 Notes to Consolidated Financial Statements........... 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........ 8 PART II. OTHER INFORMATION......................................... 10 Signatures.......................................................... 11 Index to Exhibits................................................... 12 2
EMCON CONSOLIDATED BALANCE SHEETS - ------------------------------------------------------------------------------ September 30, December 31, 1995 1994 (In thousands, except share amounts) (Unaudited) (Audited) - ------------------------------------------------------------------------------ ASSETS Current Assets: Cash and cash equivalents ..................... $ 6,817 $ 5,152 Marketable securities ......................... 1,002 2,436 Accounts receivable, net of allowance for doubtful accounts of $1,335 and $975 at September 30, 1995 and December 31, 1994, respectively ............... 37,163 38,323 Prepaid expenses and other current assets ..... 2,159 3,253 -------- -------- Total Current Assets .......................... 47,141 49,164 Net property and equipment, at cost ........... 16,614 18,651 Intangible assets, net of amortization ........ 8,713 9,202 Other assets .................................. 5,534 3,810 -------- -------- Total Assets .................................. $78,002 $80,827 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable .............................. $ 4,960 $ 8,846 Accrued payroll and related benefits .......... 4,608 5,580 Other accrued liabilities ..................... 1,681 1,908 Non-current obligations due within one year ... 187 248 -------- -------- Total Current Liabilities ..................... 11,436 16,582 Non-current obligations ....................... 1,331 1,186 Commitments and contingencies ................. -- -- Shareholders' Equity: Preferred stock, no par value, 5,000,000 shares authorized; no shares issued or outstanding ................................... -- -- Common stock, no par value, 15,000,000 shares authorized; 8,329,343 and 8,186,279 shares issued and outstanding at September 30, 1995 and December 31, 1994, respectively ............ 41,357 40,958 Retained earnings .............................. 23,890 22,132 Unrealized losses on marketable securities ..... (12) (31) -------- -------- Total Shareholders' Equity ..................... 65,235 63,059 Total Liabilities and Shareholders' Equity ..... $78,002 $80,827 ======== ======== See accompanying notes
3 EMCON CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
- ------------------------------------------------------------------------------------------------------ Three months ended Nine months ended September 30, September 30, (In thousands, except per share amounts) 1995 1994 1995 1994 - ------------------------------------------------------------------------------------------------------- Gross revenue ........................................ $32,106 $30,987 $93,591 $82,727 Outside services, at cost ............................ 5,470 4,510 14,226 12,090 -------- -------- -------- -------- Net revenue ....................................... 26,636 26,477 79,365 70,637 Costs and expenses: Direct expenses ................................... 10,237 9,982 30,273 27,058 Indirect expenses ................................. 15,608 15,589 46,763 42,095 -------- -------- -------- -------- Income from operations ......................... 791 906 2,329 1,484 Interest income, net ................................. 71 50 166 247 Equity in loss of affiliates ......................... (3) -- (53) -- -------- -------- -------- -------- Income before provision for income taxes ............. 859 956 2,442 1,731 Provision for income taxes ........................... 209 261 684 478 -------- -------- -------- -------- Net income ........................................... $ 650 $ 695 $ 1,758 $ 1,253 ======== ======== ========= ======== Income per share ..................................... $ 0.08 $ 0.09 $ 0.22 $ 0.16 ======== ======== ======== ========
See accompanying notes 4 EMCON CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
- ------------------------------------------------------------------------------- Nine months ended September 30, Increase (decrease) in cash and cash equivalents ----------------- (in thousands) 1995 1994 - ------------------------------------------------------------------------------- Cash flow from operating activities: Net income ........................................... $ 1,758 $ 1,253 Adjustments to reconcile net income to net cash provided by (used for) operating activities: Depreciation and amortization .................... 3,867 3,163 Loss on sale/disposal of property and equipment .. 149 89 Increase in salary continuation plan ............. 52 71 Changes in operating assets and liabilities: Accounts receivable .......................... 1,160 1,219 Prepaid expenses and other current assets .... 1,094 (65) Other assets ................................. (647) (47) Accounts payable ............................. (3,886) (909) Accrued payroll and related benefits ......... (972) (369) Other accrued liabilities .................... (375) (300) - ------------------------------------------------------------------------------- Net cash provided by operating activities ............. 2,200 4,105 - ------------------------------------------------------------------------------- Cash flow from investing activities: Additions to property and equipment .................. (2,693) (5,371) Purchases of available for sale securities ........... (1) (5,984) Maturities of available for sale securities .......... 1,454 8,800 Acquisitions, net of cash acquired .................. -- 258 Proceeds from sale of property and equipment ......... 59 194 - ------------------------------------------------------------------------------- Net cash used for investing activities ............... (1,181) (2,103) - ------------------------------------------------------------------------------- Cash flow from financing activities: Payment of current and noncurrent obligations ........ 145 (6,715) Issuance of common stock for cash .................... 501 698 Repurchase of common stock ........................... -- (788) - ------------------------------------------------------------------------------- Net cash provided by (used for) financing activities . 646 (6,805) - ------------------------------------------------------------------------------- Increase (decrease) in cash and cash equivalents ........ 1,665 (4,803) Cash and cash equivalents, beginning of year ............ 5,152 10,578 - ------------------------------------------------------------------------------- Cash and cash equivalents, end of period ................ $ 6,817 $ 5,775 - -------------------------------------------------------------------------------
See accompanying notes 5 EMCON NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after elimination of all significant intercompany accounts and transactions. While the financial information is unaudited, the statements in this report reflect all adjustments, which are normal and recurring, that are necessary for a fair presentation of the results of operations for the interim periods covered and of the financial condition of the Company at the dates of the balance sheets. The operating results for the interim periods presented are not necessarily indicative of performance for the entire year. These financial statements and notes should be read in conjunction with the Company's consolidated financial statements for the fiscal year ended December 31, 1994. 2. Restructuring Charges In December 1994, as a result of changes in senior management, the Company's Board of Directors approved a corporate restructuring plan which included the write off of employment contracts with no current or future value, termination of personnel, and the elimination or abandonment of excess and underperforming assets and facilities. During the nine months ended September 30, 1995, $556,000 of cash charges related to the restructuring were incurred and charged against the established reserve. At September 30, 1995, $233,000 of accrued restructuring costs remained and were included in other accrued liabilities. To-date, $948,000 of restructuring charges have been incurred. 3. Effective April 1, 1994, the Company acquired all of the capital stock of Wehran Envirotech, Inc. ("Wehran"), an environmental consulting company headquartered in Middletown, New York. 6 The following summarizes the unaudited pro forma net revenue, net income (loss), and income (loss) per share for the combined company for the nine month period ended September 30, 1995 and 1994 had the acquisition occurred at the beginning of the periods presented. (unaudited) Nine months ended September 30, ------------------------- (in thousands) 1995 1994 --------------------------------------------------------------------------- Net revenue...................................... $79,365 $75,405 Net income....................................... 1,758 98 Income per share................................. $ 0.22 $ 0.02 --------------------------------------------------------------------------- The above proforma results of operations do not purport to reflect the actual results of operations had the Company actually acquired Wehran as of the beginning of the period presented. 4. Litigation As a professional services firm engaged in environmental-related matters the Company encounters potential liability, including claims for significant environmental damage in the normal course of business. The Company is party to lawsuits and is aware of potential exposure related to certain claims, but in the opinion of management the resolution of these matters will not have a material adverse effect on the Company's financial position, results of operations or cash flows. 5. Income Per Share Income per share is based on the weighted average number of common and dilutive common - equivalent shares outstanding using the modified treasury stock method for the three months and nine months ended September 30, 1995 and 1994. 6. Other In 1994, the Company converted to a fifty-two/fifty-three week fiscal year which will result in a fifty-two week year in 1995. The Company's year end falls on the Friday closest to the last day of the calendar year. The Company also follows a five-four-four week quarterly cycle. For convenience, the accompanying financial statements have been shown as ending on the last day of the calendar period. 7 7. Supplemental Cash Flow Information In the quarter ended September 30, 1995 the Company sold property in exchange for $1,100,000 in marketable trade credits which will be used to reduce cash payments of future reoccurring corporate expenses. The amount is included in other assets in the accompanying balance sheet. The sale of the property resulted in a minimal gain. EMCON ITEM 2. Management's Discussion and Analysis of Financial Condition and Results Of Operations. RESULTS OF OPERATIONS Current Year-to-Date versus Prior Year-to-Date. Net revenue for the first nine months of 1995 totalled $79,365,000, a 12.4% increase from the $70,637,000 for the same period of 1994. The increase in net revenue is due in part to the inclusion of Wehran for all of the first nine months of 1995 as compared to only the second and third quarters of 1994 following its acquisition in April of that year (Wehran contributed net revenue of $5,471,000 in the quarter ended March 31, 1995.) The increase in net revenue was also partly attributable to improvement in the Company's consulting operations in the Southeast, Oregon and California markets offset by significant underperformance of operations in the Northeast and Midwest markets. Net revenue was also positively impacted by the expansion of the laboratory division's operations in Florida and Southern California. Direct expenses totalled $30,273,000 for the first nine months of 1995, a 11.9% increase from the $27,058,000 during the same period in 1994. Direct expenses include compensation for billable hours for technical and professional staff and other project related costs charged to the client. The increase in direct expenses is primarily due to the acquisition of Wehran in April 1994 (Wehran incurred direct expenses of $1,980,000 in the quarter ended March 31, 1995) and, to a lesser extent, to the improved utilization of billable labor in the consulting operations and the expansion of the laboratory division's operations in Florida and Southern California. Direct expenses as a percentage of net revenue remained relatively constant at 38.1% and 38.3% during the first nine months of 1995 and 1994, respectively. Indirect expenses for the first nine months of 1995 were $46,763,000, an 11.1% increase over $42,095,000 for the same period in 1994. Indirect expenses include nonbillable hours for professional and technical staff and general and administrative expenses such as rent, bonuses, benefits, insurance, legal and depreciation. Indirect expenses as a percent of net revenue decreased to 58.9% from 59.6% during the first nine months of 1995 and 1994, respectively. The improvement was principally due to improved utilization of technical and professional staff as well as cost containment and restructuring measures put in place during the fourth quarter of 1994. 8 Income from operations for the first nine months of 1995 was $2,329,000, a 56.9% increase compared to $1,484,000 for the same period in 1994. The company recorded interest income, net of interest expense of $166,000 and $247,000 for the first nine months of 1995 and 1994, respectively. The decrease was due to a decrease in the average invested cash during the period. Quarter Ended September 30, 1995 and 1994. For the quarter ending September 30, 1995, net revenue totalled $26,636,000, a 0.6% increase from net revenue of $26,477,000 in the third quarter of 1994. The increase in net revenue was partly attributable to significant improvements in the Company's consulting operations in the Oregon and California markets offset in part by continued underperformance of the Midwest and Northeast operations. Net revenue was also positively impacted by the expansion of the laboratory division's operations in Florida and Southern California. Direct expenses for the quarter ended September 30, 1995 were $10,237,000 versus $9,982,000 in the same quarter last year. Direct expenses as a percent of net revenue increased to 38.4% from 37.7% for the quarters ended September 30, 1995 and 1994, respectively. Indirect expenses for quarters ended September 30, 1995 and 1994, remained relatively constant at $15,608,000 and $15,589,000, respectively. Due to the increase in net revenue and improved utilization of technical and professional staff, indirect expenses as a percent of net revenue decreased to 58.6% from 58.9% for the quarter ended September 30, 1995 and 1994, respectively. The Company recorded interest income, net of interest expense of $71,000 for the third quarter of 1995, compared with $50,000 in the same quarter last year. Net income for the quarter ended September 30, 1995 was $650,000, a decrease of 6.5% compared to $695,000 for the same period in 1994. In July 1995, the Company announced that additional cost cutting measures would be undertaken over the balance of the year including closure of two underperforming offices and reductions of staff in selected areas of approximately 5%. These actions are approximately 50% complete. The Company anticipates that although the above actions may continue to have a negative impact on revenue and expenses in the fourth quarter, such actions are an important step in returning the Company to a more acceptable level of profitability in 1996 and beyond. LIQUIDITY AND CAPITAL RESOURCES During the first nine months of 1995, the Company financed its operations principally from cash and marketable securities on hand, cash generated by operations and the issuance of common stock under the Company's Employee Stock Purchase Plan, and from the return on investment on its cash, cash equivalents and marketable securities. Net cash provided by operations during the nine months ended September 30, 1995 was $2,200,000. The Company, at September 30, 1995, had cash, cash equivalents, and marketable securities of $7,819,000. 9 The Company invested $2,693,000 for the purchase of property and equipment in the first nine months of 1995, primarily for computers and communication systems and to a lesser extent, for laboratory equipment. The Company believes that cash generated from operations and its available bank line of $10,000,000, together with existing cash and marketable securities, will be sufficient to meet the Company's capital needs for at least the next twelve months. EMCON PART II OTHER INFORMATION Items 1. - 4. Not applicable. Item 5. Other Information In July 1995, Mr. Thorley D. Briggs retired as Chairman of the Board and as a director of the Company. At the July 28, 1995 meeting of the Board of Directors, Mr. Douglas P. Crane was unanimously elected to serve as the new Chairman of the Board. Item 6. Exhibits and Reports (a) Exhibits - See Index to Exhibits on Page 12 (b) Reports on Form 8-K - No reports on Form 8-K were filed with the Securities and Exchange Commission during the quarter ended September 30, 1995. 10 EMCON 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. Date: November 7, 1995 EMCON (Registrant) R. Michael Momboisse --------------------------------- R. MICHAEL MOMBOISSE Chief Financial Officer and Vice President - Legal (Duly authorized and principal financial and accounting officer) 11 EMCON INDEX TO EXHIBITS Sequentially Exhibit Numbered Number Page - ------ ------------ 2.1 Agreement and Plan of Reorganization dated * effective April 1, 1994, among Wehran Envirotech, Inc., Registrant and certain other related parties, incorporated by reference from Exhibit 2.1 of the Current Report on Form 8-K dated May 26, 1994. 2.2 Certificate of Ownership reflecting the merger of * Registrant's wholly-owned subsidiary, Wehran/Emcon Northeast, Inc. into Registrant effective December 20, 1994, incorporated by reference from Exhibit 2.2 of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (the "1994 10-K"). 2.3 Certificate of Ownership reflecting the merger of * Registrant's wholly-owned subsidiary, Wehran Engineering Corporation, into Registrant effective December 23, 1994, incorporated by reference from Exhibit 2.3 of the 1994 10-K. 2.4 Certificate of Ownership reflecting the merger of * Registrant's wholly-owned subsidiary, EA Associates, into Registrant effective December 31, 1994, incorporated by reference from Exhibit 2.4 of the 1994 10-K. 2.5 Certificate of Ownership reflecting the merger of * Registrant's wholly-owned subsidiaries, EMCON Northwest, Inc., EMCON Southeast, Inc., EMCON Baker-Shiflett, Inc., and Eldredge Engineering Associates, Inc., into Registrant effective December 31, 1994, incorporated by reference from Exhibit 2.5 of the 1994 10-K. 12 EMCON (Index to Exhibit Continued) Sequentially Exhibit Numbered Number Page - ------ ------------ 10.1 Standard Commercial Lease dated August 1, 1985, * between Archer Business Complex and Registrant (the "ABC Lease"), incorporated by reference from Exhibit 10.5 of the Registrant's Registration Statement on Form S-1 (File No. 33-16337) effective September 16, 1987 (the "Form S-1 Registration Statement"). 10.2 Amendment to the ABC Lease between Archer Business * Complex and Registrant dated September 30, 1992, incorporated by reference from Exhibit 10.10 of the Annual Report on Form 10-K for the fiscal year ended December 31, 1992 (the "1992 10-K"). 10.3 Second and Third Amendments to the ABC Lease * between Archer Business Complex and Registrant dated October 4, 1993 and January 1, 1994, respectively, incorporated by reference from Exhibit 10.2 of the Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (the "1993 10-K"). 10.4 Standard Commercial Lease dated August 1, 1986, * between the Royal Partnership and Sweet-Edwards & Associates, Inc. (since merged into the Registrant) incorporated by reference from Exhibit 10.9 of the Form S-1 Registration Statement. 10.5 EMCON 1986 Incentive Stock Option Plan and *(1) Amendment, incorporated by reference from Exhibit 10.15 of the Form S-1 Registration Statement. 10.6 Form of Agreement pursuant to Salary Continuation *(1) Plan, incorporated by reference from Exhibit 10.17 of the Form S-1 Registration Statement. 10.7 Schedule identifying Agreements pursuant to Salary *(1) Continuation Plan between Registrant and certain employees incorporated by reference from Exhibit 10.7 of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (the "1994 10-K"). 13 EMCON (Index to Exhibit Continued) Sequentially Exhibit Numbered Number Page - ------ ------------ 10.8 Form of Indemnity Agreement between the Registrant * and each of the Registrant's officers and directors, incorporated by reference from Exhibit 10.20 of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1988 (the "1988 10-K"). 10.9 EMCON 1988 Stock Option Plan, amended by *(1) shareholder approval on May 25, 1994, including form of Nonqualified Stock Option Agreement (Outside Directors), incorporated by reference from Exhibit 10.9 of Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1994 (the "June 30, 1994 10-Q"). 10.10 EMCON Employee Stock Purchase Plan amended by *(1) shareholder approval on May 24, 1995 incorporated by reference from Exhibit 10.10 of Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1995 (the "June 30, 1995 10-Q"). 10.11 EMCON Restricted Stock Plan incorporated by *(1) reference from Exhibit 10.15 of the Annual Report on Form 10-K for the fiscal year ended December 31, 1990. 10.12 EMCON Deferred Compensation Plan effective January *(1) 1, 1994 incorporated by reference from Exhibit 10.12 of the 1993 10-K. 10.13 Trust Agreement for the EMCON Deferred *(1) Compensation Plan and Salary Continuation Plan Trust dated February 29, 1994 between Registrant and Wells Fargo Bank, N.A. incorporated by reference from Exhibit 10.13 of the 1993 10-K. 10.14 Credit Agreement between The Bank of California, * N.A. and Registrant dated September 20, 1991 with Amendment dated May 31, 1992 incorporated by reference from Exhibits 10.11 and 10.12 of the 1992 10-K. 14 EMCON (Index to Exhibit Continued) Sequentially Exhibit Numbered Number Page - ------ ------------ 10.15 Second Amendment to Credit Agreement between The * Bank of California, N.A. and Registrant dated effective May 31, 1992 incorporated by reference from Exhibit 10.13 of Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 1993. 10.16 Third Amendment to Credit Agreement between The * Bank of California, N.A. and Registrant dated effective June 2, 1994, incorporated by reference from Exhibit 10.16 of the June 30, 1994 10-Q. 10.17 Fourth Amendment to Credit Agreement between the * Bank of California, N.A. and Registrant dated effective May 31, 1995, incorporated by reference from Exhibit 10.17 of the June 30, 1995 10-Q. 10.18 Letter Agreement between Thorley D. Briggs and *(1) Registrant dated September 15, 1993 incorporated by reference from Exhibit 10.18 of Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1993 (the "September 30, 1993 10-Q"). 10.19 Letter Agreement between H. Lee Fortier and *(1) Registrant dated March 14, 1994 incorporated by reference from Exhibit 10.21 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994. 10.20 Letter Agreement between James M. Felker and *(1) Registrant dated December 7, 1992, incorporated by reference from Exhibit 10.16 of the 1992 10-K. 10.21 Letter Agreement between Thorley D. Briggs and *(1) Registrant dated July 19, 1994, incorporated by reference from Exhibit 10.20 of the 1994 10-K. 10.22 Letter Agreement between James M. Felker and *(1) Registrant dated October 31, 1994, incorporated by reference from Exhibit 10.21 of the 1994 10-K. 15 EMCON (Index to Exhibit Continued) Sequentially Exhibit Numbered Number Page - ------ ------------ 11.1 Computation of Income Per Share. Incorporated as 17 part of 17 this submission as document type Ex-11.1. 27 Financial Data Schedule. Incorporated as part of 18 this 18 submission as document type EX-27. - ------------ * Incorporated by reference (1) Management contract or compensatory plan or arrangement required to be filed as an exhibit to this form pursuant to Item 14(c) of the instructions to Form 10-K. 16 EX-11.1 2 COMPUTATION OF INCOME PER SHARE EXHIBIT 11.1 EMCON COMPUTATION OF INCOME PER SHARE (In thousands except per share data)
Three months ended Nine months ended September 30, September 30, 1995 1994 1995 1994 ---- ---- ---- ---- Net income ............................. $ 650 $ 695 $1,758 $1,253 Proforma interest income related to modified treasury stock method ... 59 49 194 99 ------- ------ ------ ------ Adjusted net income .................... $ 709 $ 744 $1,952 $1,352 ======= ====== ====== ====== Weighted average number of common shares outstanding during the period .......... 8,296 8,153 8,255 7,856 Common equivalent share from outstanding stock options using the modified treasury stock method ...... 657 573 660 462 Incremental shares to reflect full dilution (1) ........................ 0 0 0 0 ------ ------ ------ ------ Total shares for purposes of calculating diluted income per share (1) ........... 8,953 8,726 8,915 8,318 ====== ====== ====== ====== Primary income per share ............... $ 0.08 $ 0.09 $ 0.22 $ 0.16 ====== ====== ====== ====== Fully diluted income per share ......... $ 0.08 $ 0.09 $ 0.22 $ 0.16 ====== ====== ====== ======
- ----------------------- (1) This calculation is submitted in accordance with Regulation S-K Item 601(b)(11) although not required by footnote 2 to paragraph 14 to APB opinion No. 15, because it results in dilution of less than 3%. 17 EX-27 3 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the consolidated balance sheets, consolidated statements of income and consolidated statements of cash flows included in the Company's Form 10-Q for the nine month period ended September 30, 1995, and is qualified in its entirety by reference to such financial statements and the notes thereto. U.S. DOLLARS 9-MOS DEC-31-1995 JAN-1-1995 SEP-30-1995 1 6,817,000 1,002,000 38,498,000 1,335,000 0 47,141,000 37,633,000 21,019,000 78,002,000 11,436,000 0 41,357,000 0 0 (12,000) 78,002,000 79,365,000 79,365,000 30,273,000 30,273,000 46,081,000 527,000 42,000 2,442,000 684,000 1,758,000 0 0 0 1,758,000 .22 .22 -----END PRIVACY-ENHANCED MESSAGE-----