-----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, U6f0APPW564zCv8sSaCxEDKubw2B9+7Q72vYBDZvtd8wgNEtayP/m/XPOtHX1EYQ hvV40m3gUNDBog0qvTXjQw== 0000950152-98-003217.txt : 19980415 0000950152-98-003217.hdr.sgml : 19980415 ACCESSION NUMBER: 0000950152-98-003217 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19980228 FILED AS OF DATE: 19980414 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROBBINS & MYERS INC CENTRAL INDEX KEY: 0000084290 STANDARD INDUSTRIAL CLASSIFICATION: PUMPS & PUMPING EQUIPMENT [3561] IRS NUMBER: 310424220 STATE OF INCORPORATION: OH FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-00288 FILM NUMBER: 98592831 BUSINESS ADDRESS: STREET 1: 1400 KETTERING TWR CITY: DAYTON STATE: OH ZIP: 45423 BUSINESS PHONE: 9372222610 MAIL ADDRESS: STREET 1: 1400 KETTERING TOWER CITY: DAYTON STATE: OH ZIP: 45423 10-Q 1 ROBBINS AND MYERS FORM 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE - - ACT OF 1934 For the Quarterly Period Ended February 28, 1998 Commission File Number 0-288 ----------------- ------ ROBBINS & MYERS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) OHIO 31-0424220 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1400 KETTERING TOWER, DAYTON, OHIO 45423 - -------------------------------------------------------------------------------- (Address of Principal executive offices) (Zip Code) Registrant's telephone number including area code (937) 222-2610 ------------------------ NONE - -------------------------------------------------------------------------------- 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 COMMON SHARES, WITHOUT PAR VALUE, OUTSTANDING AS OF FEBRUARY 28, 1998: 11,049,612 1 2 ROBBINS & MYERS, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEET (In thousands)
February 28, August 31, 1998 1997 --------- --------- (unaudited) ASSETS Current Assets Cash and cash equivalents $ 12,067 $ 10,304 Accounts receivable 77,494 60,668 Inventories: Finished products 21,274 13,607 Work in process 14,520 17,708 Raw materials 26,225 19,174 --------- --------- 62,019 50,489 Other current assets 10,159 8,867 --------- --------- Total Current Assets 161,739 130,328 Goodwill 199,091 125,231 Other Intangible Assets 19,977 19,744 Other Assets 4,824 4,282 Property, Plant and Equipment 175,173 142,956 Less accumulated depreciation 57,642 50,187 --------- --------- 117,531 92,769 --------- --------- $ 503,162 $ 372,354 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Accounts payable $ 25,319 $ 28,254 Accrued expenses 49,607 50,384 Current portion long-term debt 3,821 4,085 --------- --------- Total Current Liabilities 78,747 82,723 Long-Term Debt 227,375 111,998 Other Long-Term Liabilities 53,544 53,158 Shareholders' Equity: Common stock 32,527 29,809 Retained earnings 108,697 93,735 Equity adjustment for foreign currency translation 2,603 1,262 Equity adjustment to recognize minimum pension liability (331) (331) --------- --------- 143,496 124,475 --------- --------- $ 503,162 $ 372,354 ========= =========
See Notes to Consolidated Condensed Financial Statements 2 3 ROBBINS & MYERS, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED INCOME STATEMENT (In thousands, except per share data) (Unaudited)
Three Months Six Months Ended Ended -------------------------- ------------------------ February 28, February 28, 1998 1997 1998 1997 ----------- ----------- ---------- ---------- Net sales $108,372 $93,208 $212,530 $187,030 Cost of sales 68,797 61,000 134,477 122,674 ----------- ----------- ---------- ---------- Gross profit 39,575 32,208 78,053 64,356 Operating expenses 24,407 21,912 48,733 43,155 Other (income) expense (516) (588) (988) (940) ----------- ----------- ---------- ---------- Operating income 15,684 10,884 30,308 22,141 Interest expense 3,664 1,458 5,882 2,988 ----------- ----------- ---------- ---------- Income before income taxes 12,020 9,426 24,426 19,153 Income taxes 4,086 3,111 8,304 6,321 ----------- ----------- ---------- ---------- Net income $7,934 $6,315 $16,122 $12,832 =========== =========== ========== ========== Income per share: Basic $0.72 $0.59 $1.47 $1.20 =========== =========== ========== ========== Diluted $0.61 $0.51 $1.24 $1.05 =========== =========== ========== ========== Dividends per share: Declared $0.05500 $0.05000 $0.10500 $0.09375 =========== =========== ========== ========== Paid $0.05500 $0.05000 $0.10500 $0.09375 =========== =========== ========== ==========
See Notes to Consolidated Condensed Financial Statements 3 4 ROBBINS & MYERS, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (In thousands) (Unaudited)
Six Months Ended --------------------------- February 28, February 28, 1998 1997 ------------ ------------ Operating Activities: Net income $ 16,122 $ 12,832 Adjustment required to reconcile net income to net cash and cash equivalents provided (used) by operating activities: Depreciation 7,426 5,456 Amortization 3,732 2,077 Other 727 (23) Changes in operating assets and liabilities: Accounts receivable (4,274) (7,275) Inventories 933 2,821 Accounts payable (4,989) (4,544) Accrued expenses (7,512) (2,853) Other (419) (649) --------- --------- Net Cash and Cash Equivalents Provided by Operating Activities 11,746 7,842 Investing Activities: Acquisition of Flow Control Equipment, Inc. and Technoglass S.p.A (111,844) 0 Acquisition of Process Supply, Inc., Spectrum Products, Inc and Greerco 0 (7,800) Capital expenditures, net of nominal disposals (9,088) (9,016) ---------- --------- Net Cash and Cash Equivalents (Used) by Investing Activities (120,932) (16,816) Financing Activities: Proceeds from debt borrowings 142,171 103,074 Payments of long-term debt (29,558) (85,900) Proceeds from sale of common stock 1,613 1,185 Purchase of treasury shares (784) (3,660) Dividends paid (1,160) (1,022) Other (1,333) (1,923) --------- --------- Net Cash and Cash Equivalents Provided by Financing Activities 110,949 11,754 --------- --------- Increase in Cash and Cash Equivalents 1,763 2,780 Cash and Cash Equivalents at Beginning of Period 10,304 7,121 --------- --------- Cash and Cash Equivalents at End of Period $ 12,067 $ 9,901 ========= =========
See Notes to Consolidated Condensed Financial Statements 4 5 ROBBINS & MYERS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS February 28, 1998 (Unaudited) NOTE A--PREPARATION OF FINANCIAL STATEMENTS In the opinion of management, the accompanying unaudited consolidated condensed financial statements of Robbins & Myers, Inc. and subsidiaries ("Company") contain all adjustments, consisting of normally recurring items, necessary to present fairly the financial condition of the Company and its subsidiaries as of February 28, 1998, and August 31, 1997, and the results of their operations for the three month and six month periods ended February 28, 1998 and 1997 and cash flows for the six month periods ended February 28, 1998 and 1997. All intercompany transactions have been eliminated. NOTE B--NET INCOME PER SHARE In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, Earnings per Share. Statement 128 replaced the previously reported primary and fully diluted net income per share with basic and diluted net income per share. Unlike primary net income per share, basic net income per share excludes any dilutive effects of options, warrants, and convertible securities. Diluted net income per share is similar to the previously reported fully diluted net income per share. All net income per share amounts for all periods have been presented, and where necessary, restated to conform to the Statement 128 requirements. The following table sets forth the computation of basic and diluted net income per share:
Three Months Ended Six Months Ended February 28, February 28, ---------------------------------- --------------------------------- 1998 1997 1998 1997 ------------- ------------- ------------ ------------- Numerator: (In thousands, except per share amounts) Basic: Net income $7,934 $6,315 $16,122 $12,832 Effect of dilutive securities: Convertible debt interest 635 635 1,270 1,128 ------------- ------------- ------------ ------------- Income attributable to diluted shares $8,569 $6,950 $17,392 $13,960 ============= ============= ============ ============= Denominator: Basic: Weighted average shares 11,025 10,691 10,995 10,688 Effect of dilutive securities: Convertible debt 2,385 2,385 2,385 2,084 Dilutive options and restricted shares 575 562 596 570 ------------- ------------- ------------ ------------- Diluted 13,985 13,638 13,976 13,342 ============= ============= ============ ============= Basic income per share $0.72 $0.59 $1.47 $1.20 ============= ============= ============ ============= Diluted income per share $0.61 $0.51 $1.24 $1.05 ============= ============= ============ =============
5 6 NOTE C--NOTE C LONG-TERM DEBT At February 28, 1998, the Company's debt consisted of the following:
(In thousands) Senior debt: Bank credit agreement $149,065 Other 11,213 Senior subordinated debt 5,918 6 1/2% Convertible Subordinated Notes 65,000 ---------------- Total debt 231,196 Less current portion 3,821 ---------------- $227,375 ================
In connection with the purchase of Flow Control Equipment, Inc. ("FCE") (see Business Acquisitions Note), the Company entered into an Amended and Restated Credit Agreement, dated November 25, 1997 ("Bank Credit Agreement"). The Bank Credit Agreement provides, among other things, that the Company may borrow on a revolving credit basis up to a maximum of $200,000,000. All outstanding amounts under the agreement are due and payable on November 25, 2002. Interest is variable based upon formulas tied to LIBOR or prime, at the Company's option, and is payable at least quarterly. Except for guarantees by the Company's U.S. subsidiaries, the pledge of the stock of the Company's U.S. subsidiaries and the pledge of stock of certain non-U.S. subsidiaries, indebtedness under the Bank Credit Agreement is unsecured. Certain restrictive covenants exist including limitations on cash dividends and capital expenditures and minimum requirements for interest coverage and leverage ratios. The senior subordinated debt and note payable are at market interest rates. The senior subordinated debt is due in various installments through January 31, 2000 and the note payable is due in five annual installments beginning on February 3, 2002. The Company has $65,000,000 of 6 1/2% Convertible Subordinated Notes Due 2003 ("Notes"). The Notes are not common stock equivalents and do not impact basic net income per share. NOTE D--INCOME TAXES The estimated annual effective tax rates were 34.0% and 33.0% for fiscal 1998 and fiscal 1997, respectively. The increase in the effective tax rate results from recent acquisitions with operations in countries with higher effective tax rates. NOTE E--ACQUISITIONS On December 5, 1997, the Company acquired all of the outstanding capital stock of Technoglass S.p.A. ("Technoglass"). Technoglass, with annual sales of approximately $10,000,000, supplies glass-lined reactor vessels and equipment and is located near Venice, Italy. On December 19, 1997, the Company acquired all of the outstanding capital stock of Flow Control Equipment Inc. ("FCE") for $108,500,000 in cash (or approximately $105,000,000 after application of available FCE cash) at closing. FCE, with annual sales of approximately $60,000,000, supplies a broad line of products for use in artificial lift applications in the oil and gas exploration and production markets, including rod guides, wellhead equipment and valves. FCE also supplies closures and valves for gas transmission and distribution applications. Following are the unaudited summary pro-forma consolidated results of operations of the Company assuming the acquisition of FCE had occurred at the beginning of each respective period. In preparing the pro-forma data adjustments have been made to the historical financial information. These are primarily amortization and depreciation relating to the purchase price allocation, interest cost related to financing the transaction and adjustments to the corporate cost allocations from FCE's parent. 6 7
Six months ended February 28, 1998 1997 ----------- ----------- (In thousands, except per share amounts) Net Sales $ 231,182 $ 213,865 Net income 16,866 11,749 Basic income per share 1.53 1.10 Diluted income per share 1.30 0.97
NOTE F--NEW ACCOUNTING STANDARDS In June 1997, the Financial Accounting Standards Board issued Statement No. 130, Reporting Comprehensive Income, and Statement No. 131, Disclosures about Segments of an Enterprise and Related Information, and in February 1998, Employers' Disclosures about Pensions and Other Postretirement Benefits. These statements will not be required to be adopted by the Company until its fiscal year 1999. The Company has not yet determined the impact of these statements on the financial statements of the Company; however, they involve financial statement disclosures and will not effect the reported balance sheet, income statement or cash flow of the Company. 7 8 Part I--Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS The following table presents the components of the Company's income statement as a percent of net sales for the quarter and year to date periods of fiscal 1998 and 1997, respectively.
Three Months Ended Six Months Ended February 28 February 28, ------------------ ------------------ 1998 1997 1998 1997 ----- ----- ----- ----- Net sales 100.0% 100.0% 100.0% 100.0% Cost of sales 63.5 65.4 63.3 65.6 ----- ----- ----- ----- Gross profit 36.5 34.6 36.7 34.4 Operating expenses 22.5 23.5 22.9 23.1 Other (income) expense (0.5) (0.6) (0.5) (0.5) ----- ----- ----- ----- Operating income 14.5 11.7 14.3 11.8 Interest expense 3.4 1.6 2.8 1.6 ----- ----- ----- ----- Income before income taxes 11.1 10.1 11.5 10.2 Income taxes 3.8 3.3 3.9 3.4 ----- ----- ----- ----- Net income 7.3% 6.8% 7.6% 6.8% ===== ===== ===== =====
The Company purchased Process Supply, Inc., Spectrum Products, Inc., and the high shear mixer business of Greerco Corp. in February 1997, Industrie Tycon, S.p.A., in May 1997, Technoglass, S.p.A. and Flow Control Equipment, Inc. in December 1997 ("Acquired Businesses"). The operations of the Acquired Businesses are included only for the periods from the respective dates of their acquisition, which impacts the comparisons between fiscal 1998 and 1997. Net sales for the second quarter of fiscal 1998 were $108.4 million compared to $93.2 million, an increase of 16.3% over the same period of the prior year. Year to date sales of $212.5 million were 13.6% higher than the prior year. These increases were primarily from the Acquired Businesses and the Company's oilfield products and industrial pump products. Company backlog at the end of the second quarter of 1998 remains healthy at $109.0 million. The gross profit percentage increased by 1.9% and 2.3% for the quarter and year to date, respectively. These increases are due to the Acquired Businesses having higher gross profit percentages than base businesses and favorable product mix in the Company's oilfield products, glass-lined reactor systems and industrial mixing equipment. Operating expenses as a percent of sales have decreased by 1.0% and 0.2% for the quarter and year to date, respectively. The Acquired Businesses operating expenses as a percent of sales were similar to the Company's; however, corporate costs have remained constant while the total sales volume has increased. In addition, the prior year included the start-up costs of the Moyno Oilfield Products unit's new manufacturing plant in Houston, Texas and the establishment of direct marketing efforts to the Canadian oilfield services industry. Interest expense increased to $3.7 million in the second quarter of fiscal 1998 from $1.5 million in the second quarter of fiscal 1997. Year to date interest expense also increased to $5.9 million in fiscal 1998 from $3.0 million in the prior year. This was due to higher average debt levels related to the acquisition costs of the Acquired Businesses, as the effective interest has not changed materially. The effective tax rate has increased from 33.0% in fiscal 1997 to 34.0% in fiscal 1998. This increase was due to recent acquisitions outside the United States, where effective tax rates are higher than the United States. 8 9 PART I--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS--CON'T Net income increased to $7.9 million, $.61 per share, fully diluted, in the second quarter of fiscal 1998 from $6.3 million, $.51 per share, fully diluted, in the second quarter of fiscal 1997. Year to date net income increased to $16.1 million, $1.24 per share, fully diluted, from $12.8 million, $1.05 per share, fully diluted. These increases are attributable to the operating income contributed by the Acquired Businesses, additional volume in the higher margin oilfield products platform and improved margins in the glass-lined reactor system and industrial mixing equipment product platforms, reduced by higher interest expense from additional borrowings for the Acquired Businesses and a slightly higher effective tax rate. LIQUIDITY AND CAPITAL RESOURCES Cash uses in the first six months of fiscal 1998 were $113.0 million for the acquisitions of Technoglass and FCE and $8.8 million for capital expenditures. Cash uses were primarily funded by borrowings under the Company's senior debt agreement and funds provided by operations. Cash uses in the first six months of fiscal 1997 were $7.8 million for acquisitions, $3.7 million for the purchase of treasury stock, which was used for a portion of the cost of the acquisitions, and $9.0 million for capital expenditures. Cash uses were primarily funded by borrowings against the Company's Bank Credit Agreement and funds provided by operations. The Company expects operating cash flow to be adequate for the remainder of fiscal year 1998's operating needs, scheduled debt service and shareholder dividend requirements. The major cash requirement for the remainder of fiscal 1998 is planned capital expenditures of approximately $15.0 million. Capital expenditures are related to additional production capacity, cost reductions and replacement items. The Company's significant foreign operations have the local currency as their functional currency. The non-U.S. operations primarily buy and sell within the same country which mitigates the impact of currency fluctuations on operations. To the extent that significant transactions are completed in a different currency, the Company hedges its risk to future currency fluctuations through foreign currency forward contracts with major financial institutions. Currency translation rate changes had an immaterial impact on fiscal 1998 and 1997. At February 28, 1998, the Company had approximately $20.0 million available under its Bank Credit Agreement which management believes is adequate to meet its immediate needs. Management is pursuing additional debt financing arrangements which, if effected, may increase the Company's borrowing capacity. The year 2000 issue relates to the inability of some computerized applications to properly recognize and process date sensitive information using the year 2000. The Company has completed an assessment of its exposure to the year 2000 issue. As a result of this assessment the Company has developed action plans to address its exposure. Implementation and testing of the action plans will take place throughout calendar years 1998 and 1999. Much of the issue has been and will continue to be addressed through the Company's ongoing efforts to implement integrated business systems at its operations. The Company does not anticipate year 2000 costs will significantly impact its operations, capital commitments or interrupt its ongoing operations. In addition to historical information, this Form 10-Q contains various forward-looking statements and performance trends which are subject to certain risks and uncertainties that could cause actual results to differ materially from these statements and trends. Such factors include, but are not limited to, a significant decline in capital expenditure levels in the Company's served markets, a major decline in oil and gas prices, foreign exchange rate fluctuations, continued availability of acceptable acquisition candidates and general economic conditions that can affect the demand in the process industries. 9 10 PART II--OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS a) The annual meeting of Shareholders of Robbins & Myers, Inc. (The "Company") was held on December 10, 1997. b) The Company's Board of Directors is divided into two classes, with one class of directors elected at each annual meeting of shareholders. At the Annual Meeting on December 10, 1997, the following persons were elected directors of the Company for a term of office expiring at the annual meeting of shareholders to be held in 1999: Robert J. Kegerreis, Ph.D., Maynard H. Murch IV, John N. Taylor, Jr., and William D. Manning, Jr. The other directors whose terms of office continued after the Annual Meeting are Daniel W. Duval, Thomas P. Loftis and Jerome F. Tatar. c) At the Annual Meeting on December 10, 1997, three items were voted on by shareholders, namely: 1) The election of directors in which, as noted above, Messrs. Kegerreis, Manning, Murch and Taylor were elected:
Votes For Votes Withheld --------- -------------- Robert J. Kegerreis, Ph.D. 9,865,646 67,577 William D. Manning, Jr. 9,870,493 62,730 Maynard H. Murch, IV 9,873,843 59,380 John N. Taylor, Jr. 9,870,293 62,930
2) Amendment to the Company's Articles of Incorporation to increase the number of authorized common shares from 25,000,000 to 40,000,000 was approved with 9,373,997 cast for approval, 517,968 cast against approval and 41,258 abstentions; 3) Appointment of Ernst & Young LLP as independent auditors of the Company for the fiscal year ending August 31, 1998 was approved with 9,910,992 cast for approval, 15,881 against approval and 6,350 abstentions. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) See Index to Exhibits b) Reports on Form 8-K. During the quarter ended February 28, 1998, the Company filed one report on Form 8-K dated December 19, 1997, to announce the acquisition of Flow Control Equipment, Inc. This Form 8-K was subsequently amended by Form 8-K/A to include the required audited historical and pro forma financial statements. 10 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. ROBBINS & MYERS, INC. -------------------------------- DATE: APRIL 10, 1998 BY /S/ STEPHEN R. LEY ------------------- -------------------------------- STEPHEN R. LEY VICE PRESIDENT, FINANCE AND CHIEF FINANCIAL OFFICER DATE: APRIL 10, 1998 BY /S/ KEVIN J. BROWN ------------------- -------------------------------- KEVIN J. BROWN CORPORATE CONTROLLER (PRINCIPAL ACCOUNTING OFFICER) 11 12 INDEX TO EXHIBITS ----------------- (3)(I) ARTICLES OF INCORPORATION: 3.1 Amended Articles of Incorporation * (27) FINANCIAL DATA SCHEDULE 27.1 Financial Data Schedule-6 months ended 2/28/98 * 27.2 Financial Data Schedule (Restated)-6 months ended 2/28/97 * 27.2 Financial Data Schedule (Restated)-3 months ended 11/30/97 * 27.2 Financial Data Schedule (Restated)-3 months ended 11/30/96 * "*" Filed herewith 12 EX-3.1 2 EXHIBIT 3.1 1 Exhibit 3.1 AMENDED ARTICLES OF INCORPORATION -of- ROBBINS & MYERS, INC. FIRST: The name of the corporation is Robbins & Myers, Inc. SECOND: The principal office of the corporation shall be located in the City of Dayton, Montgomery County, Ohio. THIRD: The purposes for which it is formed are: To manufacture, buy, sell, lease, exchange, dispose of or otherwise deal in all kinds of machinery, engineering and hardware specialties, electrical motors, devices and apparatus of every kind; to carry on a general manufacturing business; and to transact any business incidental to the foregoing purposes. FOURTH: The number of authorized shares of the corporation is 40,000,000 Common Shares without par value. FIFTH: Without derogation from any other power to purchase shares of the corporation as permitted by law, the corporation by action of its directors may purchase any issued shares to the extent of surplus available for cash dividends. SIXTH: Any meeting of the shareholders except the annual meeting or other meeting called to elect directors may be held outside of Ohio. SEVENTH: These Amended Articles of Incorporation shall supersede and take the place of the heretofore existing Articles of Incorporation and amendments thereto. EIGHTH: No holder of shares of any class of the corporation shall, as such holder, have any pre-emptive rights to subscribe for or purchase shares of any class of shares of the corporation now or hereafter authorized, or to purchase or subscribe for securities convertible into or exchangeable for shares of the corporation or to which shall be attached or appertain any warrants or rights entitling the holder thereof to subscribe for or purchase shares of the corporation. As Amended Through 12/26/97 - --------------------------- 13 EX-27.1 3 EXHIBIT 27.1 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 1,000 6-MOS AUG-31-1997 SEP-01-1997 FEB-28-1997 12,067 0 79,031 (1,537) 62,019 161,739 175,173 (57,642) 503,162 78,747 227,375 0 0 32,527 0 503,162 212,530 212,530 134,477 134,477 47,745 0 5,882 24,426 8,304 16,122 0 0 0 16,122 1.47 1.24
EX-27.2 4 EXHIBIT 27.2
5 1,000 3-MOS 6-MOS 3-MOS AUG-31-1998 AUG-31-1996 AUG-31-1996 SEP-01-1997 SEP-01-1996 SEP-01-1996 NOV-30-1997 FEB-28-1997 NOV-30-1996 6,583 9,901 7,317 0 0 0 70,545 60,369 60,644 1,096 1,223 1,241 49,688 45,962 46,679 134,788 124,160 120,891 147,459 122,291 118,063 53,722 46,219 43,319 377,151 328,963 311,099 75,909 68,721 68,365 111,662 91,409 83,961 0 0 0 0 0 0 31,280 28,768 24,699 104,017 82,150 74,510 377,151 328,963 311,099 104,158 187,030 93,822 104,158 187,030 93,822 65,680 122,674 61,674 65,680 122,674 61,674 23,854 42,215 20,891 0 0 0 2,218 2,988 1,530 12,406 19,153 9,727 4,218 6,321 3,210 8,188 12,832 6,517 0 0 0 0 0 0 0 0 0 8,188 12,832 6,517 .75 1.20 .61 .63 1.05 .53
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