-----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, GKhYbVLczXEtVW54HoaLF2HS+B4NnpnL6PmzHTj3Kmj6LWXAXN4D0dsPE1n20cod dPfVyPSQJhM7IIy7+Jbsmg== 0000899243-96-001390.txt : 19961106 0000899243-96-001390.hdr.sgml : 19961106 ACCESSION NUMBER: 0000899243-96-001390 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961105 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMPERIAL HOLLY CORP CENTRAL INDEX KEY: 0000831327 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] IRS NUMBER: 740704500 STATE OF INCORPORATION: TX FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-10307 FILM NUMBER: 96654417 BUSINESS ADDRESS: STREET 1: ONE IMPERIAL SQ STE 200 STREET 2: P O BOX 9 CITY: SUGAR LAND STATE: TX ZIP: 77487 BUSINESS PHONE: 7134919181 FORMER COMPANY: FORMER CONFORMED NAME: IMPERIAL SUGAR CO /TX/ DATE OF NAME CHANGE: 19880606 10-Q 1 FORM 10-Q ================================================================================ UNITED STATES 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 September 30, 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 1-10307 ______________________________ IMPERIAL HOLLY CORPORATION (Exact name of registrant as specified in its charter) Texas 74-0704500 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Imperial Square, Suite 200, P.O. Box 9, Sugar Land, Texas 77487 (Address of principal executive offices, including Zip Code) (281) 491-9181 (Registrant's telephone number, including area code) 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 November 4, 1996. 14,143,717 shares. ------------ ______________________________________________________________________________ IMPERIAL HOLLY CORPORATION Index
Page PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets 3 Consolidated Statements of Income 4 Consolidated Statements of Cash Flows 5 Consolidated Statement of Changes in Shareholders' Equity 6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9
PART II - OTHER INFORMATION Item 1. Legal Proceedings 11 Item 6. Exhibits and Reports on Form 8-K 11 ______________________ The statements regarding future market prices and operating results and other statements that are not historical facts contained in this Quarterly Report on Form 10-Q are forward-looking statements. The words "expect", "project", "estimate", "believe", "predict" and similar expressions are also intended to identify forward-looking statements. Such statements involve risks, uncertainties and assumptions, including, without limitation, market factors, the effect of weather and economic conditions, farm and trade policy, the available supply of sugar, available quantity and quality of sugarbeets and other factors detailed elsewhere in this and other Company filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. -2- PART I - FINANCIAL INFORMATION IMPERIAL HOLLY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
September 30, 1996 March 31, 1996 (unaudited) ------------------- -------------- (In Thousands of Dollars) ASSETS CURRENT ASSETS: Cash and temporary investments $ 6,142 $ 1,930 Marketable securities 42,727 37,373 Accounts Receivable 65,110 38,736 Inventories: Finished products 80,537 61,702 Raw and in-process materials 31,438 15,929 Supplies 18,848 12,124 Manufacturing costs prior to production 19,330 12,476 Prepaid expenses 5,465 3,260 -------- -------- Total current assets 269,597 183,530 NOTES RECEIVABLE 1,176 1,195 OTHER INVESTMENTS 9,862 6,702 PROPERTY, PLANT AND EQUIPMENT - net 155,837 124,103 OTHER ASSETS 14,511 9,789 -------- -------- TOTAL $450,983 $325,319 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable - trade $ 43,631 $ 37,937 Short-term borrowings 52,842 31,839 Current maturities of long-term debt 1,558 8 Other current liabilities 45,122 32,020 -------- -------- Total current liabilities 143,153 101,804 LONG-TERM DEBT 90,947 89,800 DEFERRED TAXES AND OTHER CREDITS 46,890 22,672 SHAREHOLDERS' EQUITY Preferred stock - - Common stock 82,441 32,276 Retained earnings 76,906 69,829 Unrealized securities gains - net 10,646 8,938 -------- -------- Total shareholders' equity 169,993 111,043 -------- -------- TOTAL $450,983 $325,319 ======== ========
See notes to consolidated financial statements. -3- IMPERIAL HOLLY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended Six Months Ended September 30, September 30, ------------------------ -------------------------- 1996 1995 1996 1995 ---------- ----------- ------------ ------------ (In Thousands of Dollars, Except per Share Amounts) NET SALES $214,050 $165,786 $393,955 $314,610 ---------- ----------- ------------ ------------ COSTS AND EXPENSES: Cost of sales 191,929 151,828 347,566 286,135 Selling, general and administrative 14,644 14,699 29,941 28,605 ---------- ----------- ------------ ------------ Total 206,573 166,527 377,507 314,740 ---------- ----------- ------------ ------------ OPERATING INCOME (LOSS) 7,477 (741) 16,448 (130) INTEREST EXPENSE (3,302) (2,821) (6,337) (5,722) REALIZED SECURITIES GAINS 2 705 394 3,162 OTHER INCOME - Net 362 729 652 1,854 ---------- ----------- ------------ ------------ INCOME (LOSS) BEFORE INCOME TAXES 4,539 (2,128) 11,157 (836) PROVISION (CREDIT) FOR INCOME TAXES 1,611 (598) 4,080 (72) ---------- ----------- ------------ ------------ INCOME (LOSS) BEFORE EXTRAORDINARY ITEM 2,928 (1,530) 7,077 (764) EXTRAORDINARY ITEM - NET OF TAX - - - 380 ---------- ----------- ------------ ------------ NET INCOME (LOSS) $ 2,928 ($ 1,530) $ 7,077 ($ 384) ========== =========== ============ ============ EARNINGS PER SHARE OF COMMON STOCK: INCOME (LOSS) BEFORE EXTRAORDINARY ITEM $0.25 ($0.15) $0.64 ($0.08) EXTRAORDINARY ITEM - NET OF TAX - - - 0.04 ---------- ----------- ------------ ------------ NET INCOME (LOSS) $0.25 ($0.15) $0.64 ($0.04) ========== =========== ============ ============ WEIGHTED AVERAGE SHARES OUTSTANDING 11,697,025 10,298,298 11,009,476 10,292,725 ========== =========== ============ ============
See notes to consolidated financial statements. -4- IMPERIAL HOLLY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended September 30, ---------------------------- 1996 1995 --------- ----------------- (In Thousands of Dollars) OPERATING ACTIVITIES: Net income $ 7,077 ($ 384) Adjustments for non-cash and non-operating items: Extraordinary item - net - (380) Depreciation 7,293 6,319 Other 185 (3,550) Working capital changes (excluding working capital acquired in the Spreckels acquisition): Receivables (19,725) (13,386) Inventory (2,373) 63,177 Deferred and prepaid costs (546) (10,613) Accounts payable (6,536) (3,356) Other liabilities 5,687 (3,567) -------- --------- Operating cash flow (8,938) 34,260 -------- --------- INVESTMENT ACTIVITIES: Acquisition of Spreckels (36,175) - Capital expenditures (5,345) (5,175) Investment in marketable securities (3,908) (4,367) Proceeds from sale of marketable securities 1,612 7,945 Proceeds from sale of fixed assets 35 838 Other (857) 2,369 -------- --------- Investing cash flow (44,638) 1,610 -------- --------- FINANCING ACTIVITIES: Private placement of common stock 49,781 - Short-term debt: Bank borrowings - net 48,322 19,900 CCC borrowings - advances 35,079 81,674 CCC borrowings - repayments (74,960) (132,815) Repayment of long-term debt (806) (4,160) Dividends paid - (411) Other 372 124 -------- --------- Financing cash flow 57,788 (35,688) -------- --------- INCREASE IN CASH AND TEMPORARY INVESTMENTS 4,212 182 CASH AND TEMPORARY INVESTMENTS, BEGINNING OF PERIOD 1,930 1,686 -------- --------- CASH AND TEMPORARY INVESTMENTS, END OF PERIOD $ 6,142 $ 1,868 ======== =========
See notes to consolidated financial statements. -5- IMPERIAL HOLLY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY For the Six Months Ended September 30, 1996 (UNAUDITED)
Common Stock ____________________ Unrealized Retained Securities Shares Amount Earnings Gains Total ---------- -------- -------- ----------- --------- (In Thousands of Dollars) BALANCE, MARCH 31, 1996 10,312,507 $32,276 $69,829 $8,938 $111,043 Net income 7,077 7,077 Private placement of common stock - net of issuance costs 3,800,000 49,781 49,781 Employee stock purchase plan and stock option exercises 8,081 83 83 Director compensation plan 21,760 301 301 Change in unrealized securities gains - net 1,708 1,708 ---------- ------- -------- ----------- --------- BALANCE, SEPTEMBER 30, 1996 14,142,348 $82,441 $76,906 $10,646 $169,993 ========== ======= ======= =========== ========
See notes to consolidated financial statements. -6- IMPERIAL HOLLY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 Basis of Presentation -- The unaudited condensed consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and reflect in the opinion of management, all adjustments, consisting only of normal recurring accruals, that are necessary for a fair presentation of financial position and results of operations for the interim periods presented. These financial statements include the accounts of Imperial Holly Corporation and its majority owned subsidiaries (the "Company"). All significant intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosures required by generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The financial statements included herein should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10- K for the year ended March 31, 1996. Cost of Sales -- Payments to growers for sugarbeets are based in part upon the Company's average net return for sugar sold (as defined in the participating contracts with growers) during the grower contract years, some of which extend beyond September 30. The contracts provide for the sharing of the net selling price (gross sales price less certain marketing costs, including packaging costs, brokerage, freight expense and amortization of costs for certain facilities used in connection with marketing) with growers. Cost of sales includes an accrual for estimated additional amounts to be paid to growers based on the average net return realized for sugar sold in each of the contract years through September 30. The final cost of sugarbeets cannot be determined until the end of the contract year for each growing area. Manufacturing costs prior to production are deferred and allocated to production costs based on estimated total units of production for each sugar manufacturing campaign. Additionally, the Company's sugar inventories, which are accounted for on a LIFO basis, are periodically reduced at interim dates to levels below that of the beginning of the fiscal year. When such interim LIFO liquidations are expected to be restored prior to fiscal year-end, the estimated replacement cost of the liquidated layers is utilized as the basis of the cost of sugar sold from beginning of the year inventory. Accordingly, the cost of sugar utilized in the determination of cost of sales for interim periods includes estimates which may require adjustment in future fiscal periods. Acquisition of Spreckels -- On April 19, 1996, the Company acquired all of the outstanding capital stock of Spreckels Sugar Company, Inc. and Limestone Products Company, Inc. (collectively "Spreckels"), a California based beet sugar processor. The purchase price was the sum of i) Spreckels' net working capital as of December 31, 1995, ii) $3 million and iii) net cash advanced to Spreckels by the seller between December 31, 1995 and the closing date. The Company funded from current borrowings under the Company's revolving credit line $35.3 million of the purchase price at closing. The seller and the Company are currently in dispute over the total purchase price. The Company notified the seller that it calculates the purchase price as $29.3 million. The seller has filed a lawsuit claiming that the final purchase price is $39.1 million, with $3.8 million remaining unpaid. The Company has -7- filed a motion to dismiss the lawsuit on the basis that the Stock Purchase Agreement requires binding arbitration to resolve purchase price disputes. The acquisition was accounted for as a purchase and Spreckels' results of operations are included in the Company's consolidated financial statements commencing April 19, 1996. Summarized proforma operating results for the three months ended September 30, 1995 and the six months ended September 30, 1996 and 1995, as if the acquisition had occurred on the first day of each of the respective periods is as follows (in thousands of dollars, except per share amounts):
Three Months Ended Six Months Ended September 30, September 30, ------------------- --------------------------- 1995 1996 1995 ------------------- ---------------- --------- Net Sales $224,787 $401,792 $419,617 Income (loss) before extraordinary item (6,101) 7,410 (5,232) Net income (loss) (6,101) 7,410 (4,852) Earnings per share: Income (loss) before extraordinary item (0.59) 0.67 (0.51) Net income (loss) (0.59) 0.67 (0.47)
Stock Sale -- On August 29, 1996, the Company completed the private placement of 3,800,000 shares of the Company's common stock to Greencore Group plc ("Greencore"), an Irish sugar and agricultural products company, for net proceeds of $49.8 million. In July, the Board of Directors took action under the Company's 1989 Shareholder Rights Plan to increase the ownership percentage that would trigger the Plan with respect to Greencore to 30% during the term of the Investor Agreement between Greencore and the Company (not more than 5 years). Thereafter, the trigger level would be increased to 35%, until such time as Greencore's investment falls below 15%, at which time the trigger level becomes 15%. During the term of the Investor Agreement, Greencore will have the right to designate two nominees for election as Directors of the Company, and will be required to vote for the director nominees recommended by the Board of Directors. During the term of the Investor Agreement Greencore is also subject to restrictions relative to certain actions regarding the Company. Earnings per share -- Effective April 1, 1996, the Company adopted Statement of Financial Accounting Standards No. 123 "Accounting for Stock-Based Compensation" ("SFAS No. 123"), and elected to continue to follow Accounting Principles Board Opinion No. 25 to measure employee stock compensation cost. The impact of SFAS No. 123 on proforma earnings per share for the three and six months ended September 30, 1996 and 1995 was not significant. Extraordinary Item -- In June 1995, the Company purchased and retired $4,700,000 principal amount of its 8-3/8% senior notes due in 1999, resulting in a gain which is reported, net of related income tax expense of $204,000, as an extraordinary item. -8- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL CONDITION The Company finances its working capital and capital expenditure requirements from a combination of funds generated by operations and short-term borrowing arrangements, including short-term, secured borrowings from the Commodity Credit Corporation ("CCC"). CCC loans mature each September 30, and accordingly, no CCC loans were outstanding at September 30, 1996. In the future, CCC loans will be made on a non-recourse basis if the tariff rate quota exceeds 1.5 million short-tons raw value; otherwise, they will be made on a recourse basis (see "Business - Sugar Legislation and Other Market Factors" in the Company's Annual Report on Form 10-K). Increases in working capital components are largely due to the inclusion of Spreckels in the September 30, 1996 consolidated balance sheet, offset by the reduction in short-term borrowings from the proceeds of the private placement of common stock. Additionally, the increase in accounts receivable at September 30, 1996 results from higher sales compared to the period ended March 31, 1996. Other increases in raw and in-process inventory and accounts payable during the three months ended September 30, 1996 were primarily due to the seasonal production schedule of the Company's beet sugar operations and timing of the purchase of and payments for sugarbeets. The purchase of Spreckels, as well as the increase in working capital described above, were funded by advances under short-term borrowing arrangements. Net proceeds from the private placement of 3,800,000 shares of the Company's common stock to Greencore Group plc in late August 1996 totaled $49.8 million. The Company initially utilized the net proceeds to reduce short-term borrowings and, longer term, expects to expand capital expenditures and/or reduce long-term indebtedness. Fiscal 1997 capital expenditures are estimated at $12.0 million. The Company's marketable securities portfolio is reported at its market value of $42.7 million at September 30, 1996, $16.4 million in excess of its cost basis. Management believes that existing internal and external sources of liquidity are adequate to meet its financing requirements. RESULTS OF OPERATIONS Net sales increased $48.3 million or 29.1% for the three months ended September 30, 1996, compared to the same period of the prior year; for the six month year-to-date periods, net sales increased $79.3 million or 25.2%. Such increases were primarily the result of sugar sales of Spreckels ($48.2 million and $80.5 million for the three and six months, respectively) and increased cane sugar sales volumes as well as increases in sugar and pulp prices offset by lower sales volumes by the Company's Holly Sugar subsidiary. Sugar sales prices increased from the year earlier period as a smaller domestic sugarbeet -9- crop last fall has put upward pressure on refined sugar prices. A significant portion of the Company's industrial sales are made under forward sales contracts, most of which commence October 1 and extend for up to a year, resulting in a lagging effect of market price changes on the Company's sugar sales. Some industrial sales customers have not contracted for their full year requirements for the upcoming contract year; however, the majority of the Company's expected industrial sales volume is contracted through September 1997. The Company purchases and prices raw cane sugar under forward purchase contracts to manage its exposure to future price changes. Pulp sales prices have increased significantly as a result of higher feed grain prices. Cost of sales as a percent of sales declined from 91.6% to 89.7% for the three months and from 90.9% to 88.2% for the six months ended September 30, 1996 as sales price increases and decreases in raw cane sugar costs more than offset the impact of poor quality sugarbeets during the late summer harvest in Northern California. The Company purchases sugarbeets under participatory contracts which provide for a percentage sharing of the net selling price realized on refined beet sugar sales between the Company and the grower. Use of this type of contract reduces the Company's exposure to inventory price risk on sugarbeet purchases so long as the contract net selling price does not fall below the regional minimum support prices established by the USDA. Consequently, the increase in the unit selling price of refined beet sugar resulted in increases in the unit cost of sugarbeets purchased, mitigating the improvement in beet sugar sales margins. Selling, general and administrative expenses increased by $1.3 million or 4.7% for the six months and were virtually unchanged for the three months ended September 30, 1996 compared to the same period of the prior year. Higher volume related selling and distribution costs, increases in incentive compensation, as well as the addition of Spreckels general and administrative costs were offset by reductions in advertising and general and administrative costs. The Company completed the consolidation of Spreckels sales and administrative functions into its Sugar Land, Texas offices during the second fiscal quarter, which significantly reduced the impact of Spreckels operations on combined administrative costs in the second quarter; the full impact of such reductions are expected to be realized in the third fiscal quarter. Interest expense for the three and six months ended September 30, 1996 was higher than the comparable period of the prior year as a result of higher short-term average borrowings, including borrowings to finance the acquisition of Spreckels as well as Spreckels working capital borrowings (the Greencore stock sales closed in late August), mitigated by somewhat lower short-term interest rates and lower long-term debt outstanding. The decrease in other income - net is primarily due to gains on the sale of assets of $.6 million in the prior year. The extraordinary gain resulted from the purchase and retirement of $4.7 million principal amount of 8-3/8% senior notes in June 1995. -10- PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS As discussed in the Notes to Consolidated Financial Statements, the Company is involved in a dispute concerning the final purchase price in the Company's acquisition of Spreckels. The seller has filed a lawsuit alleging the Company owes an additional $3.8 million; the Company has filed a motion to dismiss the lawsuit based on the Stock Purchase Agreement's requirement for binding arbitration to resolve purchase price disputes. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) The exhibits required to be filed with this report are listed below: Exhibit 4.1 Investor Agreement dated August 29,1996 by and among the Company, Greencore Group plc and Earlsfort Holdings B.V. (incorporated by reference to Exhibit 4.3 to the Company's current report on Form 8-K dated September 5, 1996 (File No. 1-10307)). Exhibit 4.2 Registration Rights Agreement dated August 29, 1996 by and among the Company, Greencore Group plc and Earlsfort Holdings B.V. (incorporated by reference to Exhibit 4.2 to the Company's current report on Form 8-K dated September 5, 1996 (File No. 1-10307)). Exhibit 11 Computation of Income Per Common Share Exhibit 27 Financial Data Schedules Registrant is a party to several long-term debt instruments under which in each case the total amount of securities authorized does not exceed 10% of the total assets of Registrant and its subsidiaries on a consolidated basis. Pursuant to paragraph 4(iii) (A) of Item 601(b) of Regulation S-K, Registrant agrees to furnish a copy of such instruments to the Securities and Exchange Commission upon request. (b) A report on Form 8-K was filed on September 5, 1996 in connection with the sale of 3,800,000 shares of the Company's common stock. A report on Form 8-K/A was filed on July 5, 1996 in connection with the acquisition of Spreckels. -11- 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. IMPERIAL HOLLY CORPORATION (Registrant) Dated: November 5, 1996 By: /s/ James C. Kempner -------------------- James C. Kempner President, Chief Executive Officer and Chief Financial Officer (Principal Financial Officer) -12- EX-11 2 COMPUTATION OF INCOME PER COMMON SHARE EXHIBIT 11 IMPERIAL HOLLY CORPORATION AND SUBSIDIARIES COMPUTATION OF INCOME PER COMMON SHARE (UNAUDITED)
Three Months Six Months Ended Ended June 30, 1996 June 30, 1960 ----------------------------- (In Thousands of Dollars) INCOME FOR PRIMARY AND FULLY DILUTED COMPUTATION: Income before Extraordinary Item: As reported $ 2,928 $ 7,077 Adjustments - none - - ----------- ----------- As adjusted 2,928 $ 7,077 =========== =========== Net Income: As reported $ 2,928 $ 7,077 Adjustments - none - - ----------- ----------- As adjusted $ 2,928 $ 7,077 =========== =========== PRIMARY EARNINGS PER SHARE: Weighted average shares of common stock outstanding 11,697,025 11,009,476 Incremental shares issuable from assumed exercise of stock options under the treasury stock method 158,110 124,201 ----------- ----------- Weighted average shares of common stock outstanding, as adjusted 11,855,135 11,133,677 =========== =========== Primary earnings per share: Before extraordinary item $ 0.25 $ 0.64 =========== =========== Net income $ 0.25 $ 0.64 =========== =========== FULLY DILUTED EARNINGS PER SHARE: Weighted average shares of common stock outstanding 11,697,025 11,009,476 Incremental shares issuable from assumed exercise of stock options under the treasury stock method 187,741 187,734 ----------- ----------- Weighted average shares of common stock outstanding, as adjusted 11,884,766 11,197,210 =========== =========== Fully diluted earnings per share: Before extraordinary item $ 0.25 $ 0.63 =========== =========== Net income $ 0.25 $ 0.63 =========== ===========
_______________________________________ This calculation is submitted in accordance with Item 601(b)(11) of Regulation S-K; the amount of dilution illustrated in this calculation is not required to be disclosed pursuant to paragraph 14 of Accounting Principles Board Opinion No. 15. EX-27 3 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Company's unaudited condensed consolidated financial statements for the six months ended September 30, 1996 and is qualified in its entirety by reference to such financial statements. 1,000 6-MOS MAR-31-1997 APR-01-1996 SEP-30-1996 6,142 42,727 65,110 0 130,823 269,597 306,328 150,491 450,983 143,153 90,947 0 0 82,441 87,552 450,983 393,955 393,955 347,566 347,566 0 0 6,337 11,157 4,080 7,077 0 0 0 7,077 .64 .64
-----END PRIVACY-ENHANCED MESSAGE-----